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EXHIBIT 10.1   2003 NON-QUALIFIED STOCK COMPENSATION PLAN

                    THE 2003 BENEFIT PLAN OF NEW MEDIA, INC.

     NEW MEDIA, INC., a Delaware corporation (the "Company"), hereby adopts The
2003 Benefit Plan of New Media, Inc.'s employees (the "Plan") this  1st day of
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February 2003.  Under the Plan, the Company may issue shares of the Company's
common stock or grant options to acquire the Company's common stock, par value
$0.0001 (the "Stock"), from time to time to employees, directors, officers,
consultants or advisors of the Company or its subsidiaries, all on the terms and
conditions set forth herein.  In addition, at the discretion of the Board of
Directors, Shares may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

1.     Purpose of the Plan. The Plan is intended to aid the Company in
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maintaining and developing a management team, attracting qualified officers and
employees capable of assuring the future success of the Company, and rewarding
those individuals who have contributed to the success of the Company.  The
Company has designed this Plan to aid it in retaining the services of executives
and employees and in attracting new personnel when needed for future operations
and growth and to provide such personnel with an incentive to remain employees
of the Company, to use their best efforts to promote the success of the
Company's business, and to provide them with an opportunity to obtain or
increase a proprietary interest in the Company.  It is also designed to permit
the Company to reward those individuals who are not employees of the Company but
who management perceives to have contributed to the success of the Company or
who are important to the continued business and operations of the Company.  The
above goals will be achieved through the granting of Shares.

2.     Administration of this Plan.  Administration of this Plan shall be
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determined by the Company's Board of Directors (the "Board").  Subject to
compliance with applicable provisions of the governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as it
deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators").  The interpretation and construction of
the terms of this Plan by the Plan Administrators thereof shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan.  Any shares approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid.  Any shares approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.

3.     Shares of Stock Subject to this Plan.   The total number of shares issues
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pursuant to this Plan shall not exceed six million, five-hundred thousand
(6,500,000) shares.  If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights to
shares of Stock, only the net shares of Stock issued (meaning the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.


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4.     Reservation of Stock on Granting of Rights.  At the time any right is
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granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Stock subject to such right until that right is exercised or
expires.  The Company may reserve either authorized but unissued shares or
issued shares reacquired by the Company.

5.     Eligibility.  The Plan Administrators may grant shares to employees,
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officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction.  In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan.  Shares shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6.     Terms of Grants and Certain Limitations on Right to Exercise.
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a.     Each right to shares may its terms established by the Plan Administrators
at the time the right is granted.

b.     The terms of the right, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the grant.

c.     Unless otherwise specifically provided by the written provisions of the
grant or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no participant of
this Plan or his or her legal representative, legatee, or distributee will be,
or shall be deemed to be, a holder of any shares subject to any right unless and
until such participant exercises his or her right to acquire all or a portion of
the Stock subject to the right and delivers any required consideration to the
Company in accordance with the terms of this Plan and then only as to the number
of shares of Stock acquired.  Except as specifically provided in this Plan or as
otherwise specifically provided by the written provisions of any grant, no
adjustment to the exercise price or the number of shares of Stock subject to the
grant shall be made for dividends or other rights for which the record date is
prior to the date on which the Stock subject to the grant is acquired by the
holder.

d.     Rights shall vest and become exercisable at such time or times and on
such terms as the Plan Administrators may determine at the time of the grant of
the right.

e.     Grants may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the grant as the Plan Administrators
may deem advisable.

f.     In no event may a grant be exercised after the expiration of its term.

g.     Grants shall be non-transferable, except by the laws of descent and
distribution.

7.     Exercise Price.   The Plan Administrators shall establish the exercise
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price payable to the Company for shares to be obtained pursuant to any purchase
options which exercise price may be amended from time to time as the Plan
Administrators shall determine.

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8.     Payment of Exercise Price.  The exercise of any option shall be
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contingent on receipt by the Company of the exercise price paid in either cash,
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certified or personal check payable to the Company.

9.     Withholding.  If the grant or exercise of any right is subject to
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withholding or other trust fund payment requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), or applicable state or local laws, the
Company will initially pay the recipient's liability and will be reimbursed by
that person no later than six months after such liability arises and such person
hereby agrees to such reimbursement terms.

10.     Dilution or Other Adjustment.  The shares of Common Stock subject to
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this Plan and the exercise price of outstanding options are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other re-capitalization.  The
Company, at its option, may adjust the grants and rights made hereunder, issue
replacements, or declare grants void.

11.     Options to Foreign Nationals.   The Plan Administrators may, in order to
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fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom.  Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12.     Listing and Registration of Shares.   Each grant shall be subject to the
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requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
rights or the issuance or purchase of shares thereunder, such right may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13.     Expiration and Termination of this Plan.  This Plan may be abandoned or
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terminated at any time by the Plan Administrators except with respect to any
rights then outstanding under this Plan.  This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 6,500,000th share is issued hereunder.

14.     Amendment of this Plan.   This Plan may not be amended more than once
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during any six month period, other than to comport with changes in the Code or
the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. The Plan Administrators may modify and amend this Plan
in any respect; provided, however, that to the extent such amendment or
modification would cause this Plan to no longer comply with the applicable
provisions of the Code governing incentive stock options as they may be amended
from time to time, such amendment or modification shall also be approved by the
shareholders of the Company.

ATTEST:
     Alton Perkins
/s/_______________________________
Alton  Perkins,  Chief  Executive  Officer

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     EXHIBIT A

     NOTICE OF EXERCISE





     (To be signed only upon exercise of Option)

TO: New Media, Inc.

     The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of New Media, Inc. and herewith pays for the shares in the manner
specified in the Option.  The undersigned requests that the certificates for
such shares be delivered to them according to instructions indicated below.  If
such shares are not all of the shares purchasable under the Option, the
undersigned further requests that a new option certificate be issued and
delivered to the undersigned for the remaining shares purchasable under the
Option.

DATED this ________ day of ______________, 200-__.



By:_____________________________

INSTRUCTIONS FOR DELIVERY:

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