EXHIBIT 10.1 2005 COMPENSATION PLAN FOR OUTSIDE CONSULTANTS

EXHIBIT 10.1

2005 COMPENSATION PLAN FOR OUTSIDE CONSULTANTS

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.

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.

(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.

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.

(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