U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GLOBAL FOODS ONLINE, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                         95-4741485
    (State of Incorporation)                      (I.R.S. Employer ID No.)

     520 North Kings Road, Suite 214, Los Angeles California           90048
             (Address of Principal Executive Offices)               (Zip Code)

                           Employee Stock Incentive Plan
             Non-Employee Directors and Consultants Retainer Stock Plan
                             (Full title of the Plans)

    James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                       (Name and address of agent for service)

                                    (949) 809-2118
          (Telephone number, including area code, of agent for service)


                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            15,000,000       $0.025 (2)  $375,000   $99.38

Common
Stock            10,000,000       $0.001 (3)  $ 10,000   $ 2.65

(1)  The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated pursuant
to the Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the
option exercise price set forth in the Employee Stock Incentive
Plan, set forth in Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the
Non-Employee Directors and Consultants Retainer Stock Plan, set
forth in Exhibit 4.2 to this Form S-8.

                                   Part I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered
pursuant to Rule 428(b). The statement will inform the participants
that these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   Part II

             Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended April 30, 2000, filed on August 14, 2001.

(b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the Registrant's securities contained in
the Registration Statement on Form SB-2 filed by the
Registrant to register the common stock under the Securities
Exchange Act, including all amendments filed for the purpose
of updating such common stock description.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

James DeOlden, counsel for the company named in this
registration statement as giving an opinion on the validity of the
securities, will be receiving 200,000 shares of common stock per
month from September 2001 through August 2002 pursuant to the
company's Non-Employee Directors and Consultants Retainer Stock
Plan under this Form S-8 in exchange for legal services previously
rendered, and to be rendered in the future, to the company.  These
legal services consist of advice and preparation work in connection
with reports of the company filed under the Securities Exchange Act
of 1934, and other general corporate and securities work for the company.

Item 6.  Indemnification of Directors and Officers.

Our bylaws do not contain a provision entitling any director
or executive officer to indemnification against its liability under
the Securities Act of 1933. The Nevada Revised Statutes allow a
company to indemnify our officers, directors, employees, and agents
from any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances.  Indemnification
may only occur if a determination has been made that the officer,
director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of Global. A
determination may be made by the shareholders; by a majority of the
directors who were not parties to the action, suit, or proceeding
confirmed by opinion of independent legal counsel; or by opinion of
independent legal counsel in the event a quorum of directors who
were not a party to such action, suit, or proceeding does not exist.

Provided the terms and conditions of these provisions under
Nevada law are met, officers, directors, employees, and agents of
Global may be indemnified against any cost, loss, or expense
arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of Global.
Global has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
and is, therefore, unenforceable.

The Nevada Revised Statutes, stated herein, provide further
for permissive indemnification of officers and directors.
A.  NRS 78.7502  Discretionary and mandatory indemnification
of officers, directors, employees and agents: General provisions.

1.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;

(c) If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

3.  The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

(d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

4.  In the absence of fraud:

(a) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2) Does not subject any director approving it to personal liability for his
action,even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.

5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
London, Country of England, on September 18, 2001.

                                        Global Foods Online, Inc.

                                        By:  /s/  John Harrison
                                        John Harrison, President and Director

                          Special Power of Attorney

The undersigned constitute and appoint John Harrison their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/ John Harrison
John Harrison                President, Director          September 18, 2001

/s/ David Gordon
David Gordon                 Vice President, Director     September 18, 2001

                               EXHIBIT INDEX

Exhibit                         Description
No.

5      Opinion Re: Legality (see below).

10.1   Employee Stock Incentive Plan, dated September 15, 2001 (see below).

10.2   Non-Employee Directors and Consultants Retainer Stock Plan,
       dated September 15, 2001 (see below).

23     Consent of Counsel (see below).

24     Consent of Accountants (see below).

25     Special Power of Attorney (see signature page).

                                 EX-5

                          OPINION: RE-LEGALITY



James DeOlden, Esq.
Law Offices of James DeOlden
18300 Von Karman, Suite 710
Irvine, California 92612
(949) 809-2118


September 18, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Global Foods Online, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of fifteen
million (15,000,000) shares of its common stock ("Shares"), $0.001
par value per Share, which are issuable pursuant to the Company's
Employee Stock Incentive Plan, and the registration of ten million
(10,000,000) Shares which are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.

In my representation I have examined such documents, corporate
records, and other instruments as have been provided to me for the
purposes of this opinion, including, but not limited to, the
Articles of Incorporation, and all amendments thereto, and Bylaws
of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing as
a corporation under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time
of each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the
laws of the State of Nevada.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and
completeness of the originals of all documents submitted to me
as copies.  I have also assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of
public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the federal
laws of the United States of America and the laws of Nevada.
I express no opinion as to the laws of any other jurisdiction.

Sincerely,


/s/  James DeOlden
James DeOlden, Esq.

                                 EX-10.1

                      EMPLOYEE STOCK INCENTIVE PLAN

                        GLOBAL FOODS ONLINE, INC.
                      EMPLOYEE STOCK INCENTIVE PLAN

1.  GENERAL PROVISIONS

1.1  Purpose.

The Stock Incentive Plan (the "Plan") is intended to allow
designated officers, employees  and certain non-employees (all of
whom are sometimes collectively referred to herein as "Employees")
Global Foods Online, Inc., a Nevada corporation ("Global Foods
Online") and its Subsidiaries (as that term is defined below) which
it may have from time to time (Global Foods Online and such
Subsidiaries are referred to herein as the "Company") to receive
certain options ("Stock Options") to purchase  Global Foods Online
common stock, one tenth of one cent ($0.001) par value ("Common
Stock"), and to receive grants of Common Stock subject to certain
restrictions ("Awards").  As used in this Plan, the term
"Subsidiary" shall mean each corporation which is a "subsidiary
corporation" of Global Foods Online within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The purpose of this Plan is to provide Employees with
equity-based compensation incentives to make significant and
extraordinary contributions to the long-term growth and performance
of the Company, and to attract and retain Employees.

1.2  Administration.

1.2.1  The Plan shall be administered by the Compensation
Committee (the "Committee") of, or appointed by, the Board of
Directors of Global Foods Online (the "Board").   The Committee
shall select one of its members as Chairman and shall act by vote of
a majority of a quorum, or by unanimous written consent.  A majority
of its members shall constitute a quorum.  The Committee shall be
governed by the provisions of  Global Foods Online Bylaws and of
Nevada law applicable to the Board, except as otherwise provided
herein or determined by the Board.

1.2.2  The Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of the Plan:
to approve the Employees nominated by the management of the Company
to be granted Awards or Stock Options; to determine the number of
Awards or Stock Options to be granted to an Employee; to determine
the time or times at which Awards or Stock Options shall be granted;
to establish the terms and conditions upon which Awards or Stock
Options may be exercised; to remove or adjust any restrictions and
conditions upon Awards or Stock Options; to specify, at the time of
grant, provisions relating to exercisability of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all
other determinations deemed necessary or desirable for the admin-
istration of the Plan.  All interpretations and constructions of the
Plan by the Committee, and all of its actions hereunder, shall be
binding and conclusive on all persons for all purposes.

1.2.3  The Company hereby agrees to indemnify and hold harmless
each Committee member and each employee of the Company, and the
estate and heirs of such Committee member or employee, against all
claims, liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such Committee member or
employee, his or her estate or heirs may suffer as a result of his
or her responsibilities, obligations or duties in connection with
the Plan, to the extent that insurance, if any, does not cover the
payment of such items.  No member of the Committee or the Board
shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Stock Option granted
pursuant to the Plan.

1.3  Eligibility and Participation.

Employees eligible under the Plan shall be approved by the
Committee from those Employees who, in the opinion of the management
of the Company, are in positions which enable them to make
significant contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Awards
may be granted, consideration shall be given to factors such as
employment position, duties and responsibilities, ability,
productivity, length of service, morale, interest in the Company and
recommendations of supervisors.

1.4  Shares Subject to the Plan.

The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Fifteen Million (15,000,000) subject
to adjustment pursuant to the provisions of paragraph 4.1.  If
shares of Common Stock awarded or issued under the Plan are
reacquired by the Company due to a forfeiture or for any other
reason, such shares shall be cancelled and thereafter shall again be
available for purposes of the Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been
exercised in full, the shares of Common Stock not purchased
thereunder shall again be available for purposes of the Plan.

2.  PROVISIONS RELATING TO STOCK OPTIONS

2.1  Grants of Stock Options.

The Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the
Company as the Committee, in its discretion, may determine.   Stock
Options granted under the Plan shall constitute "incentive stock
options" within the meaning of Section 422 of the Code, if so
designated by the Committee on the date of grant.  The Committee
shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall
be designated non-statutory stock options by the Committee on the
date of grant.  The aggregate fair market value (determined as of
the time an incentive stock option is granted) of the Common Stock
with respect to which incentive stock options are exercisable for
the first time by any Employee during any one calendar year (under
all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section
422 of the Code (currently one hundred thousand dollars
($100,000.00)).  Non-statutory stock options shall not be subject to
the limitations relating to incentive stock options contained in the
preceding sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option Agreement") in a form approved by the
Committee, which shall be executed on behalf of the Company and by
the Employee to whom the Stock Option is granted, and which shall be
subject to the terms and conditions of this Plan.  In the discretion
of the Committee, Stock Options may include provisions (which need
not be uniform), authorized by the Committee in its discretion, that
accelerate an Employee's rights to exercise Stock Options following
a "Change in Control," upon termination of such Employee employment
by the Company without "Cause" or by the Employee for "Good Reason,"
as such terms are defined in paragraph 3.1 hereof.  The holder of a
Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to
such holder.

2.2  Purchase Price.

The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be fifty
percent (50%) of the fair market value of the Common Stock on the
date of exercise.  For an employee holding greater than ten percent
(10%) of the total voting power of all stock of the Company, either
Common or Preferred, the Exercise Price of an incentive stock option
shall be at least one hundred and ten percent (110%) of the fair
market value of the Common Stock on the date of the grant of the option.

2.3  Option Period.

The Stock Option period (the "Term") shall commence on the date
of grant of the Stock Option and shall be ten (10) years or such
shorter period as is determined by the Committee.    Each Stock
Option shall provide that it is exercisable over its term in such
periodic installments as the Committee in its sole discretion may
determine.  Such provisions need not be uniform.  Section 16(b) of
the Exchange Act exempts persons normally subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") pursuant to a qualified employee stock option
plan from the normal requirement of not selling until at least six
(6) months and one day from the date the Stock Option is granted.

2.4  Exercise of Options.

2.4.1  Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at
the principal office of the Company, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise in
the form prescribed by paragraph 2.4.2.  Payment may be made (i) in
cash, (ii) by cashier's or certified check, (iii) by surrender of
previously owned shares of the Company's Common Stock valued
pursuant to paragraph 2.2 (if the Committee authorizes payment in
stock in its discretion), (iv) by withholding from the Option Shares
which would otherwise be issuable upon the exercise of the Stock
Option that number of Option Shares equal to the exercise price of
the Stock Option, if such withholding is authorized by the Committee
in its discretion, or (v) in the discretion of the Committee, by the
delivery to the Company of the optionee's promissory note secured by
the Option Shares, bearing interest at a rate sufficient to prevent
the imputation of interest under Sections 483 or 1274 of the Code,
and having such other terms and conditions as may be satisfactory to
the Committee.

2.4.2  Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's execution
and delivery of a Notice and Agreement of Exercise in a form to be
determined by the Committee in its discretion.  Such Notice and
Agreement of Exercise shall set forth the agreement of the Employee
that:  (a) no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933 (the "Securities Act") or
any other applicable federal or state securities laws, (b) each
Option Share certificate may be imprinted with legends reflecting
any applicable federal and state securities law restrictions and
conditions, (c) the Company may comply with said securities law
restrictions and issue "stop transfer" instructions to its Transfer
Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the
Company a copy of each Form 4 or Form 5 filed by said Employee and
will timely file all reports required under federal securities laws,
and (e) the Employee will report all sales of Option Shares to the
Company in writing on a form prescribed by the Company.

2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been
fully complied with.  The Company will use reasonable efforts to
maintain the effectiveness of a Registration Statement under the
Securities Act for the issuance of Stock Options and shares acquired
thereunder, but there may be times when no such Registration State-
ment will be currently effective.  The exercise of Stock Options may
be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or
during times when, in the reasonable opinion of the Committee, such
suspension is necessary to preclude violation of any requirements of
applicable law or regulatory bodies having jurisdiction over the
Company.  If any Stock Option would expire for any reason except the
end of its term during such a suspension, then if exercise of such
Stock Option is duly tendered before its expiration, such Stock
Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such
suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

2.5  Continuous Employment.

Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the
Company.  For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock Option)
any period during which such Employee is on leave of absence with
the consent of the Company, provided that such leave of absence
shall not exceed three (3) months and that such Employee returns to
the employ of the Company at the expiration of such leave of
absence.  If such Employee fails to return to the employ of the
Company at the expiration of such leave of absence, such Employee's
employment with the Company shall be deemed terminated as of the
date such leave of absence commenced.  The continuous employment of
an Employee with the Company shall also be deemed to include any
period during which such Employee is a member of the Armed Forces of
the United States, provided that such Employee returns to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge.  If an Employee does not return to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge, such Employee's employment with the Company
shall be deemed to have terminated as of the date such Employee's
military service ended.

2.6  Restrictions on Transfer.

Each Stock Option granted under this Plan shall be transferable
only by will or the laws of descent and distribution.  No interest
of any Employee under the Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process.  Each Stock Option granted under
this Plan shall be exercisable during an Employee's lifetime only by
such Employee or by such Employee's legal representative.

2.7  Termination of Employment.

2.7.1  Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extent
then presently exercisable shall remain in full force and effect and
may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent
not then presently exercisable by such Employee shall terminate as
of the date of such termination of employment and shall not be exer-
cisable thereafter.

2.7.2  Upon the termination of the employment of an Employee with
the Company for any reason other than the reasons set forth in
paragraph 2.7.1 hereof, (a) all Stock Options to the extent then
presently exercisable by such Employee shall remain exercisable only
for a period of ninety (90) days after the date of such termination
of employment (except that the ninety (90) day period shall be
extended to twelve (12) months if the Employee shall die during such
ninety (90) day period), and may be exercised pursuant to the
provisions thereof, including expiration at the end of the fixed
term thereof, and (b) unless otherwise provided by the Committee,
all Stock Options to the extent not then presently exercisable by
such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

2.7.3  For purposes of this Plan:

(a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee
attains the age of sixty-five (65) years; and

(b)  "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established
mental incompetence, to perform the usual duties of such Employee's
employment with the Company, which disability shall be determined:
(i) on medical evidence by a licensed physician designated by the
Committee, or (ii) on evidence that the Employee has become entitled
to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.

3.  PROVISIONS RELATING TO AWARDS

3.1  Grant of Awards.

Subject to the provisions of the Plan, the Committee shall have
full and complete authority, in its discretion, but subject to the
express provisions of this Plan, to (i) grant Awards pursuant to the
Plan, (ii) determine the number of shares of Common Stock subject to
each Award ("Award Shares"), (iii) determine the terms and
conditions (which need not be identical) of each Award, including
the consideration (if any) to be paid by the Employee for such
Common Stock, which may, in the Committee's discretion, consist of
the delivery of the Employee's promissory note meeting the
requirements of paragraph 2.4.1, (iv) establish and modify
performance criteria for Awards, and (v) make all of the
determinations necessary or advisable with respect to Awards under
the Plan.  Each award under the Plan shall consist of a grant of
shares of Common Stock subject to a restriction period (after which
the restrictions shall lapse), which shall be a period commencing on
the date the award is granted and ending on such date as the
Committee shall determine (the "Restriction Period").  The Committee
may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of
such performance or other criteria or upon the occurrence of such
events as the Committee shall determine, and for the early
expiration of the Restriction Period upon an Employee's death,
Disability or Retirement as defined in paragraph 2.7.3, or,
following a Change of Control, upon termination of an Employee's
employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein.  For purposes of
this Plan:

"Change of Control" shall be deemed to occur (a) on the date
the Company first has actual knowledge that any person (as such term
is used in Sections 13(d) and 14(d) (2) of the Exchange Act) has
become the beneficial owner (as defined in Rule 13(d)-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting
power of the Company's then outstanding securities, or (b) on the
date the shareholders of the Company approve (i) a merger of the
Company with or into any other corporation in which the Company is
not the surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the
Company with any other corporation, or (iii) the sale or disposition
of all or substantially all of the Company's assets or a plan of
complete liquidation.

"Cause," when used with reference to termination of the
employment of an Employee by the Company for "Cause," shall mean:

(a)  the Employee's continuing willful and material breach of
his or her duties to the Company after he or she receives a demand
from the Chief Executive of the Company specifying the manner in
which he or she has willfully and materially breached such duties,
other than any such failure resulting from Disability of the
Employee or his or her resignation for "Good Reason," as defined
herein; or

(b)  the conviction of the Employee of a felony; or

(c)  the Employee's commission of fraud in the course of his or
her employment with the Company, such as embezzlement or other
material and intentional violation of law against the Company; or

(d)  the Employee's gross misconduct causing material harm to
the Company.

"Good Reason" shall mean any one or more of the following,
occurring following or in connection with a Change of Control and
within ninety (90) days prior to the Employee's resignation, unless
the Employee shall have consented thereto in writing:

(a)  the assignment to the Employee of duties inconsistent with
his or her executive status prior to the Change of Control or a
substantive change in the officer or officers to whom he or she
reports from the officer or officers to whom he or she reported
immediately prior to the Change of Control; or

(b)  the elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee
immediately prior to the Change of Control; or

(c)  a reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

(d)  the Company's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment
immediately prior to the Change of Control, except for required
travel on the Company's business to an extent substantially
consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

(e)  the failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of
salary the Employee normally received prior to the Change of
Control, given comparable performance by the Company and the
Employee; or

(f)  the failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in paragraph 4.12 of the Plan) from
a successor, or the failure of such successor to perform such
Assumption Agreement.

3.2  Incentive Agreements.

Each Award granted under the Plan shall be evidenced by a
written agreement (an "Incentive Agreement") in a form approved by
the Committee and executed by the Company and the Employee to whom
the Award is granted.  Each Incentive Agreement shall be subject to
the terms and conditions of the Plan and other such terms and
conditions as the Committee may specify.

3.3  Waiver of Restrictions.

The Committee may modify or amend any Award under the Plan or
waive any restrictions or conditions applicable to such Awards;
provided, however, that the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof
materially increases the benefits to any Employee, or adversely
affects the rights of any Employee without his or her consent.

3.4  Terms and Conditions of Awards.

3.4.1  Upon receipt of an Award of shares of Common Stock under
the Plan, even during the Restriction Period, an Employee shall be
the holder of record of the shares and shall have all the rights of
a shareholder with respect to such shares, subject to the terms and
conditions of the Plan and the Award.

3.4.2  Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed
of during the Restriction Period applicable to such shares.  Any
purported disposition of such Common Stock in violation of this
paragraph 3.4.2 shall be null and void.

3.4.3  If an Employee's employment with the Company terminates
prior to the expiration of the Restriction Period for an Award,
subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control,
all shares of Common Stock subject to the Award shall be immediately
forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award.  In
the discretion of the Committee, an Incentive Agreement may provide
that, upon the forfeiture by an Employee of Award Shares, the
Company shall repay to the Employee the consideration (if any) which
the Employee paid for the Award Shares on the grant of the Award.
In the discretion of the Committee, an Incentive Agreement may also
provide that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date of
such repayment.

3.4.4  The Committee may require under such terms and conditions
as it deems appropriate or desirable that (i) the certificates for
Common Stock delivered under the Plan are to be held in custody by
the Company or a person or institution designated by the Company
until the Restriction Period expires, (ii) such certificates shall
bear a legend referring to the restrictions on the Common Stock
pursuant to the Plan, and (iii) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

4.  MISCELLANEOUS PROVISIONS

4.1  Adjustments Upon Change in Capitalization.

4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price),
the maximum number of Stock Options that may be granted under the
Plan, the minimum number of shares as to which a Stock Option may be
exercised at any one time, and the number and class of shares
subject to each outstanding Award, shall be proportionately adjusted
in the event of any increase or decrease in the number of the issued
shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends
exceeding a total of five percent (5%) for which the record dates
occur in any one fiscal year, a recapitalization (other than the
conversion of convertible securities according to their terms), a
combination of shares or other like capital adjustment, so that (i)
upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had
such Employee been the holder of the number of shares of Common
Stock for which the Stock Option is being exercised upon the date of
such change or increase or decrease in the number of issued shares
of the Company, and (ii) upon the lapse of restrictions of the Award
Shares, the Employee shall receive the number and class of shares
such Employee would have received if the restrictions on the Award
Shares had lapsed on the date of such change or increase or decrease
in the number of issued shares of the Company.

4.1.2  Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which Global
Foods Online is not the surviving corporation or in which Global
Foods Online survives as a wholly-owned subsidiary of another
corporation, or upon a sale of all or substantially all of the
property of the Company to another corporation, or any dividend or
distribution to shareholders of more than ten percent (10%) of the
Company's assets, adequate adjustment or other provisions shall be
made by the Company or other party to such transaction so that there
shall remain and/or be substituted for the Option Shares and Award
Shares provided for herein, the shares, securities or assets which
would have been issuable or payable in respect of or in exchange for
such Option Shares and Award Shares then remaining, as if the
Employee had been the owner of such shares as of the applicable
date.  Any securities so substituted shall be subject to similar
successive adjustments.

4.2  Withholding Taxes.

The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by
law to be withheld with respect to such exercise ("Tax Liability"),
to ensure the payment of any such Tax Liability.  The Company may
provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Committee
in its sole and absolute discretion in the particular case:  (i) by
requiring the Employee to tender a cash payment to the Company, (ii)
by withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise of
the Stock Option, or from the Award Shares on their grant or date of
lapse of restrictions, that number of Option Shares or Award Shares
having an aggregate fair market value (determined in the manner
prescribed by paragraph 2.2) as of the date the withholding tax
obligation arises in an amount which is equal to the Employee's Tax
Liability or (iv) by any other method deemed appropriate by the
Committee.  Satisfaction of the Tax Liability of a Section 16
Reporting Person may be made by the method of payment specified in
clause (iii) above only if the following two conditions are satisfied:

(a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award; and

(b)  the withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election ("Withholding
Election") made by such Employee at least six months in advance of
the withholding of Options Shares or Award Shares, or (ii) on a day
within a ten-day "window period" beginning on the third business day
following the date of release of the Company's quarterly or annual
summary statement of sales and earnings.

Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.

4.3  Relationship to Other Employee Benefit Plans.

Stock Options and Awards granted hereunder shall not be deemed
to be salary or other compensation to any Employee for purposes of
any pension, thrift, profit-sharing, stock purchase or any other
employee benefit plan now maintained or hereafter adopted by the Company.

4.4  Amendments and Termination.

The Board of Directors may at any time suspend, amend or
terminate this Plan.  No amendment, except as provided in paragraph
2.8, or modification of this Plan may be adopted, except subject to
stockholder approval, which would: (a) materially increase the
benefits accruing to Employees under this Plan, (b) materially
increase the number of securities which may be issued under this
Plan (except for adjustments pursuant to paragraph 4.1 hereof), or
(c) materially modify the requirements as to eligibility for
participation in the Plan.

4.5  Successors in Interest.

The provisions of this Plan and the actions of the Committee
shall be binding upon all heirs, successors and assigns of the
Company and of Employees.

4.6  Other Documents.

All documents prepared, executed or delivered in connection
with this Plan (including, without limitation, Option Agreements and
Incentive Agreements) shall be, in substance and form, as
established and modified by the Committee; provided, however, that
all such documents shall be subject in every respect to the
provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan, the provisions of this
Plan shall prevail.

4.7  No Obligation to Continue Employment.

This Plan and grants hereunder shall not impose any obligation
on the Company to continue to employ any Employee.  Moreover, no
provision of this Plan or any document executed or delivered
pursuant to this Plan shall be deemed modified in any way by any
employment contract between an Employee (or other employee) and the Company.

4.8  Misconduct of an Employee.

Notwithstanding any other provision of this Plan, if an
Employee commits fraud or dishonesty toward the Company or wrong-
fully uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any
other action materially inimical to the best interests of the Com-
pany, as determined by the Committee, in its sole and absolute
discretion, such Employee shall forfeit all rights and benefits
under this Plan.

4.9  Term of Plan.

This Plan was adopted by the Board effective September 15,
2001.  No Stock Options or Awards may be granted under this Plan
after September 15, 2011.

4.10  Governing Law.

This Plan shall be construed in accordance with, and governed
by, the laws of the State of Nevada.

4.11  Approval.

No Stock Option shall be exercisable, or Award granted, unless
and until the Directors of the Company have approved this Plan and
all other legal requirements have been fully complied with.

4.12  Assumption Agreements.

The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to
the consummation of each such transaction, to assume and agree to
perform the terms and provisions remaining to be performed by the
Company under each Incentive Agreement and Stock Option and to
preserve the benefits to the Employees thereunder.  Such assumption
and agreement shall be set forth in a written agreement in form and
substance satisfactory to the Committee (an "Assumption Agreement"),
and shall include such adjustments, if any, in the application of
the provisions of the Incentive Agreements and Stock Options and
such additional provisions, if any, as the Committee shall require
and approve, in order to preserve such benefits to the Employees.
Without limiting the generality of the foregoing, the Committee may
require an Assumption Agreement to include satisfactory undertakings
by a successor:

(a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under
the Plan, or on the exercise of Stock Options;

(b)  if the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded
thereunder, to refrain from interfering with the Company's ability
to satisfy such performance criteria or to agree to modify such
performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

(c)  to require any future successor to enter into an
Assumption Agreement; and

(d)  to take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession
then under consideration.

4.13  Compliance With Rule 16b-3.

Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any
provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

IN WITNESS WHEREOF, this Plan has been executed effective as of
the 6th day of September 18, 2001.

                                   Global Foods Online, Inc.


                                   By: /s/  John Harrison
                                   John Harrison, President

                                 EX-10.2

       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                          GLOBAL FOODS ONLINE, INC.
                    NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                            RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as "Global Foods Online, Inc.'s Non-
Employee Directors and Consultants Retainer Stock Plan" is
hereinafter referred to as the "Plan".  The purposes of the Plan
are to enable Global Foods Online, Inc., a Nevada corporation
("Company"), to promote the interests of the Company and its
shareholders by attracting and retaining non-employee Directors and
Consultants capable of furthering the future success of the Company
and by aligning their economic interests more closely with those of
the Company's shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective September 15, 2001
("Effective Date").

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and
regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect
thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is Ten Million (10,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more
of either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
two members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  The Board may terminate the Plan at any
time by a vote of a majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.

Global Foods Online, Inc.


By: /s/ John Harrison
John Harrison, President

                                     EX-23

                             CONSENT OF COUNSEL

James DeOlden, Esq.
Law Offices of James DeOlden
18300 Von Karman, Suite 710
Irvine, California 92612
(949) 809-2118


September 18, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Global Foods Online, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of fifteen
million (15,000,000) shares of its common stock ("Shares"), $0.001
par value per Share, which are issuable pursuant to the Company's
Employee Stock Incentive Plan, and the registration of ten million
(10,000,000) Shares which are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.  I
hereby consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,


/s/  James DeOlden, Esq.
James DeOlden, Esq.

                                    EX-24

                          CONSENT OF ACCOUNTANTS

James E. Scheifley & Associates
Denver, Colorado



September 18, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report in Global Foods Online, Inc.'s Form 10-KSB
filed on August 14, 2001, and to all references to our firm
included in this Registration Statement.

Sincerely,


/s/  James E. Scheifley
James E. Scheifley
[{"type": "S-8", "sequence": "1", "filename": "globals8092601.txt", "secsgml_size_bytes": 85193}]
{"company-data": {"conformed-name": "GLOBAL FOODS ONLINE INC", "cik": "0001090461", "assigned-sic": "7389", "irs-number": "95471485", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70182", "film-number": "1744922"}, "business-address": {"street1": "520 NORTH KINGS ROAD SUITE 214", "city": "LOS ANGELES", "state": "CA", "zip": "90048", "phone": "3238529877"}, "mail-address": {"street1": "520 NORTH KINGS ROAD SUITE 214", "city": "LOS ANGELES", "state": "CA", "zip": "90048"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GLOBAL FOODS ONLINE, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                         95-4741485
    (State of Incorporation)                      (I.R.S. Employer ID No.)

     520 North Kings Road, Suite 214, Los Angeles California           90048
             (Address of Principal Executive Offices)               (Zip Code)

                           Employee Stock Incentive Plan
             Non-Employee Directors and Consultants Retainer Stock Plan
                             (Full title of the Plans)

    James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                       (Name and address of agent for service)

                                    (949) 809-2118
          (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            15,000,000       $0.025 (2)  $375,000   $99.38

Common
Stock            10,000,000       $0.001 (3)  $ 10,000   $ 2.65

(1)  The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated pursuant
to the Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the
option exercise price set forth in the Employee Stock Incentive
Plan, set forth in Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the
Non-Employee Directors and Consultants Retainer Stock Plan, set
forth in Exhibit 4.2 to this Form S-8.

                                   Part I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered
pursuant to Rule 428(b). The statement will inform the participants
that these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   Part II

             Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended April 30, 2000, filed on August 14, 2001.

(b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the Registrant's securities contained in
the Registration Statement on Form SB-2 filed by the
Registrant to register the common stock under the Securities
Exchange Act, including all amendments filed for the purpose
of updating such common stock description.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

James DeOlden, counsel for the company named in this
registration statement as giving an opinion on the validity of the
securities, will be receiving 200,000 shares of common stock per
month from September 2001 through August 2002 pursuant to the
company's Non-Employee Directors and Consultants Retainer Stock
Plan under this Form S-8 in exchange for legal services previously
rendered, and to be rendered in the future, to the company.  These
legal services consist of advice and preparation work in connection
with reports of the company filed under the Securities Exchange Act
of 1934, and other general corporate and securities work for the company.

Item 6.  Indemnification of Directors and Officers.

Our bylaws do not contain a provision entitling any director
or executive officer to indemnification against its liability under
the Securities Act of 1933. The Nevada Revised Statutes allow a
company to indemnify our officers, directors, employees, and agents
from any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances.  Indemnification
may only occur if a determination has been made that the officer,
director, employee, or agent acted in good faith and in a manner,
which such person believed to be in the best interests of Global. A
determination may be made by the shareholders; by a majority of the
directors who were not parties to the action, suit, or proceeding
confirmed by opinion of independent legal counsel; or by opinion of
independent legal counsel in the event a quorum of directors who
were not a party to such action, suit, or proceeding does not exist.

Provided the terms and conditions of these provisions under
Nevada law are met, officers, directors, employees, and agents of
Global may be indemnified against any cost, loss, or expense
arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of Global.
Global has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
and is, therefore, unenforceable.

The Nevada Revised Statutes, stated herein, provide further
for permissive indemnification of officers and directors.
A.  NRS 78.7502  Discretionary and mandatory indemnification
of officers, directors, employees and agents: General provisions.

1.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

3.  To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;

(c) If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.

2.  The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.

3.  The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

C.  NRS 78.752  Insurance and other financial arrangements
against liability of directors, officers, employees and agents.

1.  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.

2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

(a) The creation of a trust fund.

(b) The establishment of a program of self-insurance.

(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.

(d) The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation of
law, except with respect to the advancement of expenses or
indemnification ordered by a court.

3.  Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.

4.  In the absence of fraud:

(a) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

(b) The insurance or other financial arrangement:

(1) Is not void or voidable; and

(2) Does not subject any director approving it to personal liability for his
action,even if a director approving the insurance or other financial
arrangement is a beneficiary of the insurance or other financial arrangement.

5.  A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS.

6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
London, Country of England, on September 18, 2001.

                                        Global Foods Online, Inc.

                                        By:  /s/  John Harrison
                                        John Harrison, President and Director

                          Special Power of Attorney

The undersigned constitute and appoint John Harrison their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/ John Harrison
John Harrison                President, Director          September 18, 2001

/s/ David Gordon
David Gordon                 Vice President, Director     September 18, 2001

                               EXHIBIT INDEX

Exhibit                         Description
No.

5      Opinion Re: Legality (see below).

10.1   Employee Stock Incentive Plan, dated September 15, 2001 (see below).

10.2   Non-Employee Directors and Consultants Retainer Stock Plan,
       dated September 15, 2001 (see below).

23     Consent of Counsel (see below).

24     Consent of Accountants (see below).

25     Special Power of Attorney (see signature page).

                                 EX-5

                          OPINION: RE-LEGALITY

James DeOlden, Esq.
Law Offices of James DeOlden
18300 Von Karman, Suite 710
Irvine, California 92612
(949) 809-2118

September 18, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Global Foods Online, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of fifteen
million (15,000,000) shares of its common stock ("Shares"), $0.001
par value per Share, which are issuable pursuant to the Company's
Employee Stock Incentive Plan, and the registration of ten million
(10,000,000) Shares which are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.

In my representation I have examined such documents, corporate
records, and other instruments as have been provided to me for the
purposes of this opinion, including, but not limited to, the
Articles of Incorporation, and all amendments thereto, and Bylaws
of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing as
a corporation under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time
of each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the
laws of the State of Nevada.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and
completeness of the originals of all documents submitted to me
as copies.  I have also assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of
public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the federal
laws of the United States of America and the laws of Nevada.
I express no opinion as to the laws of any other jurisdiction.

Sincerely,

/s/  James DeOlden
James DeOlden, Esq.

                                 EX-10.1

                      EMPLOYEE STOCK INCENTIVE PLAN

                        GLOBAL FOODS ONLINE, INC.
                      EMPLOYEE STOCK INCENTIVE PLAN

1.  GENERAL PROVISIONS

1.1  Purpose.

The Stock Incentive Plan (the "Plan") is intended to allow
designated officers, employees  and certain non-employees (all of
whom are sometimes collectively referred to herein as "Employees")
Global Foods Online, Inc., a Nevada corporation ("Global Foods
Online") and its Subsidiaries (as that term is defined below) which
it may have from time to time (Global Foods Online and such
Subsidiaries are referred to herein as the "Company") to receive
certain options ("Stock Options") to purchase  Global Foods Online
common stock, one tenth of one cent ($0.001) par value ("Common
Stock"), and to receive grants of Common Stock subject to certain
restrictions ("Awards").  As used in this Plan, the term
"Subsidiary" shall mean each corporation which is a "subsidiary
corporation" of Global Foods Online within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The purpose of this Plan is to provide Employees with
equity-based compensation incentives to make significant and
extraordinary contributions to the long-term growth and performance
of the Company, and to attract and retain Employees.

1.2  Administration.

1.2.1  The Plan shall be administered by the Compensation
Committee (the "Committee") of, or appointed by, the Board of
Directors of Global Foods Online (the "Board").   The Committee
shall select one of its members as Chairman and shall act by vote of
a majority of a quorum, or by unanimous written consent.  A majority
of its members shall constitute a quorum.  The Committee shall be
governed by the provisions of  Global Foods Online Bylaws and of
Nevada law applicable to the Board, except as otherwise provided
herein or determined by the Board.

1.2.2  The Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of the Plan:
to approve the Employees nominated by the management of the Company
to be granted Awards or Stock Options; to determine the number of
Awards or Stock Options to be granted to an Employee; to determine
the time or times at which Awards or Stock Options shall be granted;
to establish the terms and conditions upon which Awards or Stock
Options may be exercised; to remove or adjust any restrictions and
conditions upon Awards or Stock Options; to specify, at the time of
grant, provisions relating to exercisability of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all
other determinations deemed necessary or desirable for the admin-
istration of the Plan.  All interpretations and constructions of the
Plan by the Committee, and all of its actions hereunder, shall be
binding and conclusive on all persons for all purposes.

1.2.3  The Company hereby agrees to indemnify and hold harmless
each Committee member and each employee of the Company, and the
estate and heirs of such Committee member or employee, against all
claims, liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such Committee member or
employee, his or her estate or heirs may suffer as a result of his
or her responsibilities, obligations or duties in connection with
the Plan, to the extent that insurance, if any, does not cover the
payment of such items.  No member of the Committee or the Board
shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Stock Option granted
pursuant to the Plan.

1.3  Eligibility and Participation.

Employees eligible under the Plan shall be approved by the
Committee from those Employees who, in the opinion of the management
of the Company, are in positions which enable them to make
significant contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Awards
may be granted, consideration shall be given to factors such as
employment position, duties and responsibilities, ability,
productivity, length of service, morale, interest in the Company and
recommendations of supervisors.

1.4  Shares Subject to the Plan.

The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Fifteen Million (15,000,000) subject
to adjustment pursuant to the provisions of paragraph 4.1.  If
shares of Common Stock awarded or issued under the Plan are
reacquired by the Company due to a forfeiture or for any other
reason, such shares shall be cancelled and thereafter shall again be
available for purposes of the Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been
exercised in full, the shares of Common Stock not purchased
thereunder shall again be available for purposes of the Plan.

2.  PROVISIONS RELATING TO STOCK OPTIONS

2.1  Grants of Stock Options.

The Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the
Company as the Committee, in its discretion, may determine.   Stock
Options granted under the Plan shall constitute "incentive stock
options" within the meaning of Section 422 of the Code, if so
designated by the Committee on the date of grant.  The Committee
shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall
be designated non-statutory stock options by the Committee on the
date of grant.  The aggregate fair market value (determined as of
the time an incentive stock option is granted) of the Common Stock
with respect to which incentive stock options are exercisable for
the first time by any Employee during any one calendar year (under
all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section
422 of the Code (currently one hundred thousand dollars
($100,000.00)).  Non-statutory stock options shall not be subject to
the limitations relating to incentive stock options contained in the
preceding sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option Agreement") in a form approved by the
Committee, which shall be executed on behalf of the Company and by
the Employee to whom the Stock Option is granted, and which shall be
subject to the terms and conditions of this Plan.  In the discretion
of the Committee, Stock Options may include provisions (which need
not be uniform), authorized by the Committee in its discretion, that
accelerate an Employee's rights to exercise Stock Options following
a "Change in Control," upon termination of such Employee employment
by the Company without "Cause" or by the Employee for "Good Reason,"
as such terms are defined in paragraph 3.1 hereof.  The holder of a
Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to
such holder.

2.2  Purchase Price.

The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be fifty
percent (50%) of the fair market value of the Common Stock on the
date of exercise.  For an employee holding greater than ten percent
(10%) of the total voting power of all stock of the Company, either
Common or Preferred, the Exercise Price of an incentive stock option
shall be at least one hundred and ten percent (110%) of the fair
market value of the Common Stock on the date of the grant of the option.

2.3  Option Period.

The Stock Option period (the "Term") shall commence on the date
of grant of the Stock Option and shall be ten (10) years or such
shorter period as is determined by the Committee.    Each Stock
Option shall provide that it is exercisable over its term in such
periodic installments as the Committee in its sole discretion may
determine.  Such provisions need not be uniform.  Section 16(b) of
the Exchange Act exempts persons normally subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") pursuant to a qualified employee stock option
plan from the normal requirement of not selling until at least six
(6) months and one day from the date the Stock Option is granted.

2.4  Exercise of Options.

2.4.1  Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at
the principal office of the Company, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise in
the form prescribed by paragraph 2.4.2.  Payment may be made (i) in
cash, (ii) by cashier's or certified check, (iii) by surrender of
previously owned shares of the Company's Common Stock valued
pursuant to paragraph 2.2 (if the Committee authorizes payment in
stock in its discretion), (iv) by withholding from the Option Shares
which would otherwise be issuable upon the exercise of the Stock
Option that number of Option Shares equal to the exercise price of
the Stock Option, if such withholding is authorized by the Committee
in its discretion, or (v) in the discretion of the Committee, by the
delivery to the Company of the optionee's promissory note secured by
the Option Shares, bearing interest at a rate sufficient to prevent
the imputation of interest under Sections 483 or 1274 of the Code,
and having such other terms and conditions as may be satisfactory to
the Committee.

2.4.2  Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's execution
and delivery of a Notice and Agreement of Exercise in a form to be
determined by the Committee in its discretion.  Such Notice and
Agreement of Exercise shall set forth the agreement of the Employee
that:  (a) no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933 (the "Securities Act") or
any other applicable federal or state securities laws, (b) each
Option Share certificate may be imprinted with legends reflecting
any applicable federal and state securities law restrictions and
conditions, (c) the Company may comply with said securities law
restrictions and issue "stop transfer" instructions to its Transfer
Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the
Company a copy of each Form 4 or Form 5 filed by said Employee and
will timely file all reports required under federal securities laws,
and (e) the Employee will report all sales of Option Shares to the
Company in writing on a form prescribed by the Company.

2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been
fully complied with.  The Company will use reasonable efforts to
maintain the effectiveness of a Registration Statement under the
Securities Act for the issuance of Stock Options and shares acquired
thereunder, but there may be times when no such Registration State-
ment will be currently effective.  The exercise of Stock Options may
be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or
during times when, in the reasonable opinion of the Committee, such
suspension is necessary to preclude violation of any requirements of
applicable law or regulatory bodies having jurisdiction over the
Company.  If any Stock Option would expire for any reason except the
end of its term during such a suspension, then if exercise of such
Stock Option is duly tendered before its expiration, such Stock
Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such
suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

2.5  Continuous Employment.

Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the
Company.  For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock Option)
any period during which such Employee is on leave of absence with
the consent of the Company, provided that such leave of absence
shall not exceed three (3) months and that such Employee returns to
the employ of the Company at the expiration of such leave of
absence.  If such Employee fails to return to the employ of the
Company at the expiration of such leave of absence, such Employee's
employment with the Company shall be deemed terminated as of the
date such leave of absence commenced.  The continuous employment of
an Employee with the Company shall also be deemed to include any
period during which such Employee is a member of the Armed Forces of
the United States, provided that such Employee returns to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge.  If an Employee does not return to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge, such Employee's employment with the Company
shall be deemed to have terminated as of the date such Employee's
military service ended.

2.6  Restrictions on Transfer.

Each Stock Option granted under this Plan shall be transferable
only by will or the laws of descent and distribution.  No interest
of any Employee under the Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process.  Each Stock Option granted under
this Plan shall be exercisable during an Employee's lifetime only by
such Employee or by such Employee's legal representative.

2.7  Termination of Employment.

2.7.1  Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extent
then presently exercisable shall remain in full force and effect and
may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent
not then presently exercisable by such Employee shall terminate as
of the date of such termination of employment and shall not be exer-
cisable thereafter.

2.7.2  Upon the termination of the employment of an Employee with
the Company for any reason other than the reasons set forth in
paragraph 2.7.1 hereof, (a) all Stock Options to the extent then
presently exercisable by such Employee shall remain exercisable only
for a period of ninety (90) days after the date of such termination
of employment (except that the ninety (90) day period shall be
extended to twelve (12) months if the Employee shall die during such
ninety (90) day period), and may be exercised pursuant to the
provisions thereof, including expiration at the end of the fixed
term thereof, and (b) unless otherwise provided by the Committee,
all Stock Options to the extent not then presently exercisable by
such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

2.7.3  For purposes of this Plan:

(a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee
attains the age of sixty-five (65) years; and

(b)  "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established
mental incompetence, to perform the usual duties of such Employee's
employment with the Company, which disability shall be determined:
(i) on medical evidence by a licensed physician designated by the
Committee, or (ii) on evidence that the Employee has become entitled
to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.

3.  PROVISIONS RELATING TO AWARDS

3.1  Grant of Awards.

Subject to the provisions of the Plan, the Committee shall have
full and complete authority, in its discretion, but subject to the
express provisions of this Plan, to (i) grant Awards pursuant to the
Plan, (ii) determine the number of shares of Common Stock subject to
each Award ("Award Shares"), (iii) determine the terms and
conditions (which need not be identical) of each Award, including
the consideration (if any) to be paid by the Employee for such
Common Stock, which may, in the Committee's discretion, consist of
the delivery of the Employee's promissory note meeting the
requirements of paragraph 2.4.1, (iv) establish and modify
performance criteria for Awards, and (v) make all of the
determinations necessary or advisable with respect to Awards under
the Plan.  Each award under the Plan shall consist of a grant of
shares of Common Stock subject to a restriction period (after which
the restrictions shall lapse), which shall be a period commencing on
the date the award is granted and ending on such date as the
Committee shall determine (the "Restriction Period").  The Committee
may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of
such performance or other criteria or upon the occurrence of such
events as the Committee shall determine, and for the early
expiration of the Restriction Period upon an Employee's death,
Disability or Retirement as defined in paragraph 2.7.3, or,
following a Change of Control, upon termination of an Employee's
employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein.  For purposes of
this Plan:

"Change of Control" shall be deemed to occur (a) on the date
the Company first has actual knowledge that any person (as such term
is used in Sections 13(d) and 14(d) (2) of the Exchange Act) has
become the beneficial owner (as defined in Rule 13(d)-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting
power of the Company's then outstanding securities, or (b) on the
date the shareholders of the Company approve (i) a merger of the
Company with or into any other corporation in which the Company is
not the surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the
Company with any other corporation, or (iii) the sale or disposition
of all or substantially all of the Company's assets or a plan of
complete liquidation.

"Cause," when used with reference to termination of the
employment of an Employee by the Company for "Cause," shall mean:

(a)  the Employee's continuing willful and material breach of
his or her duties to the Company after he or she receives a demand
from the Chief Executive of the Company specifying the manner in
which he or she has willfully and materially breached such duties,
other than any such failure resulting from Disability of the
Employee or his or her resignation for "Good Reason," as defined
herein; or

(b)  the conviction of the Employee of a felony; or

(c)  the Employee's commission of fraud in the course of his or
her employment with the Company, such as embezzlement or other
material and intentional violation of law against the Company; or

(d)  the Employee's gross misconduct causing material harm to
the Company.

"Good Reason" shall mean any one or more of the following,
occurring following or in connection with a Change of Control and
within ninety (90) days prior to the Employee's resignation, unless
the Employee shall have consented thereto in writing:

(a)  the assignment to the Employee of duties inconsistent with
his or her executive status prior to the Change of Control or a
substantive change in the officer or officers to whom he or she
reports from the officer or officers to whom he or she reported
immediately prior to the Change of Control; or

(b)  the elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee
immediately prior to the Change of Control; or

(c)  a reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

(d)  the Company's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment
immediately prior to the Change of Control, except for required
travel on the Company's business to an extent substantially
consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

(e)  the failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of
salary the Employee normally received prior to the Change of
Control, given comparable performance by the Company and the
Employee; or

(f)  the failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in paragraph 4.12 of the Plan) from
a successor, or the failure of such successor to perform such
Assumption Agreement.

3.2  Incentive Agreements.

Each Award granted under the Plan shall be evidenced by a
written agreement (an "Incentive Agreement") in a form approved by
the Committee and executed by the Company and the Employee to whom
the Award is granted.  Each Incentive Agreement shall be subject to
the terms and conditions of the Plan and other such terms and
conditions as the Committee may specify.

3.3  Waiver of Restrictions.

The Committee may modify or amend any Award under the Plan or
waive any restrictions or conditions applicable to such Awards;
provided, however, that the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof
materially increases the benefits to any Employee, or adversely
affects the rights of any Employee without his or her consent.

3.4  Terms and Conditions of Awards.

3.4.1  Upon receipt of an Award of shares of Common Stock under
the Plan, even during the Restriction Period, an Employee shall be
the holder of record of the shares and shall have all the rights of
a shareholder with respect to such shares, subject to the terms and
conditions of the Plan and the Award.

3.4.2  Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed
of during the Restriction Period applicable to such shares.  Any
purported disposition of such Common Stock in violation of this
paragraph 3.4.2 shall be null and void.

3.4.3  If an Employee's employment with the Company terminates
prior to the expiration of the Restriction Period for an Award,
subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control,
all shares of Common Stock subject to the Award shall be immediately
forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award.  In
the discretion of the Committee, an Incentive Agreement may provide
that, upon the forfeiture by an Employee of Award Shares, the
Company shall repay to the Employee the consideration (if any) which
the Employee paid for the Award Shares on the grant of the Award.
In the discretion of the Committee, an Incentive Agreement may also
provide that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date of
such repayment.

3.4.4  The Committee may require under such terms and conditions
as it deems appropriate or desirable that (i) the certificates for
Common Stock delivered under the Plan are to be held in custody by
the Company or a person or institution designated by the Company
until the Restriction Period expires, (ii) such certificates shall
bear a legend referring to the restrictions on the Common Stock
pursuant to the Plan, and (iii) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

4.  MISCELLANEOUS PROVISIONS

4.1  Adjustments Upon Change in Capitalization.

4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price),
the maximum number of Stock Options that may be granted under the
Plan, the minimum number of shares as to which a Stock Option may be
exercised at any one time, and the number and class of shares
subject to each outstanding Award, shall be proportionately adjusted
in the event of any increase or decrease in the number of the issued
shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends
exceeding a total of five percent (5%) for which the record dates
occur in any one fiscal year, a recapitalization (other than the
conversion of convertible securities according to their terms), a
combination of shares or other like capital adjustment, so that (i)
upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had
such Employee been the holder of the number of shares of Common
Stock for which the Stock Option is being exercised upon the date of
such change or increase or decrease in the number of issued shares
of the Company, and (ii) upon the lapse of restrictions of the Award
Shares, the Employee shall receive the number and class of shares
such Employee would have received if the restrictions on the Award
Shares had lapsed on the date of such change or increase or decrease
in the number of issued shares of the Company.

4.1.2  Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which Global
Foods Online is not the surviving corporation or in which Global
Foods Online survives as a wholly-owned subsidiary of another
corporation, or upon a sale of all or substantially all of the
property of the Company to another corporation, or any dividend or
distribution to shareholders of more than ten percent (10%) of the
Company's assets, adequate adjustment or other provisions shall be
made by the Company or other party to such transaction so that there
shall remain and/or be substituted for the Option Shares and Award
Shares provided for herein, the shares, securities or assets which
would have been issuable or payable in respect of or in exchange for
such Option Shares and Award Shares then remaining, as if the
Employee had been the owner of such shares as of the applicable
date.  Any securities so substituted shall be subject to similar
successive adjustments.

4.2  Withholding Taxes.

The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by
law to be withheld with respect to such exercise ("Tax Liability"),
to ensure the payment of any such Tax Liability.  The Company may
provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Committee
in its sole and absolute discretion in the particular case:  (i) by
requiring the Employee to tender a cash payment to the Company, (ii)
by withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise of
the Stock Option, or from the Award Shares on their grant or date of
lapse of restrictions, that number of Option Shares or Award Shares
having an aggregate fair market value (determined in the manner
prescribed by paragraph 2.2) as of the date the withholding tax
obligation arises in an amount which is equal to the Employee's Tax
Liability or (iv) by any other method deemed appropriate by the
Committee.  Satisfaction of the Tax Liability of a Section 16
Reporting Person may be made by the method of payment specified in
clause (iii) above only if the following two conditions are satisfied:

(a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award; and

(b)  the withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election ("Withholding
Election") made by such Employee at least six months in advance of
the withholding of Options Shares or Award Shares, or (ii) on a day
within a ten-day "window period" beginning on the third business day
following the date of release of the Company's quarterly or annual
summary statement of sales and earnings.

Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.

4.3  Relationship to Other Employee Benefit Plans.

Stock Options and Awards granted hereunder shall not be deemed
to be salary or other compensation to any Employee for purposes of
any pension, thrift, profit-sharing, stock purchase or any other
employee benefit plan now maintained or hereafter adopted by the Company.

4.4  Amendments and Termination.

The Board of Directors may at any time suspend, amend or
terminate this Plan.  No amendment, except as provided in paragraph
2.8, or modification of this Plan may be adopted, except subject to
stockholder approval, which would: (a) materially increase the
benefits accruing to Employees under this Plan, (b) materially
increase the number of securities which may be issued under this
Plan (except for adjustments pursuant to paragraph 4.1 hereof), or
(c) materially modify the requirements as to eligibility for
participation in the Plan.

4.5  Successors in Interest.

The provisions of this Plan and the actions of the Committee
shall be binding upon all heirs, successors and assigns of the
Company and of Employees.

4.6  Other Documents.

All documents prepared, executed or delivered in connection
with this Plan (including, without limitation, Option Agreements and
Incentive Agreements) shall be, in substance and form, as
established and modified by the Committee; provided, however, that
all such documents shall be subject in every respect to the
provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan, the provisions of this
Plan shall prevail.

4.7  No Obligation to Continue Employment.

This Plan and grants hereunder shall not impose any obligation
on the Company to continue to employ any Employee.  Moreover, no
provision of this Plan or any document executed or delivered
pursuant to this Plan shall be deemed modified in any way by any
employment contract between an Employee (or other employee) and the Company.

4.8  Misconduct of an Employee.

Notwithstanding any other provision of this Plan, if an
Employee commits fraud or dishonesty toward the Company or wrong-
fully uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any
other action materially inimical to the best interests of the Com-
pany, as determined by the Committee, in its sole and absolute
discretion, such Employee shall forfeit all rights and benefits
under this Plan.

4.9  Term of Plan.

This Plan was adopted by the Board effective September 15,
2001.  No Stock Options or Awards may be granted under this Plan
after September 15, 2011.

4.10  Governing Law.

This Plan shall be construed in accordance with, and governed
by, the laws of the State of Nevada.

4.11  Approval.

No Stock Option shall be exercisable, or Award granted, unless
and until the Directors of the Company have approved this Plan and
all other legal requirements have been fully complied with.

4.12  Assumption Agreements.

The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to
the consummation of each such transaction, to assume and agree to
perform the terms and provisions remaining to be performed by the
Company under each Incentive Agreement and Stock Option and to
preserve the benefits to the Employees thereunder.  Such assumption
and agreement shall be set forth in a written agreement in form and
substance satisfactory to the Committee (an "Assumption Agreement"),
and shall include such adjustments, if any, in the application of
the provisions of the Incentive Agreements and Stock Options and
such additional provisions, if any, as the Committee shall require
and approve, in order to preserve such benefits to the Employees.
Without limiting the generality of the foregoing, the Committee may
require an Assumption Agreement to include satisfactory undertakings
by a successor:

(a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under
the Plan, or on the exercise of Stock Options;

(b)  if the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded
thereunder, to refrain from interfering with the Company's ability
to satisfy such performance criteria or to agree to modify such
performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

(c)  to require any future successor to enter into an
Assumption Agreement; and

(d)  to take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession
then under consideration.

4.13  Compliance With Rule 16b-3.

Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any
provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

IN WITNESS WHEREOF, this Plan has been executed effective as of
the 6th day of September 18, 2001.

                                   Global Foods Online, Inc.

                                   By: /s/  John Harrison
                                   John Harrison, President

                                 EX-10.2

       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                          GLOBAL FOODS ONLINE, INC.
                    NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                            RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as "Global Foods Online, Inc.'s Non-
Employee Directors and Consultants Retainer Stock Plan" is
hereinafter referred to as the "Plan".  The purposes of the Plan
are to enable Global Foods Online, Inc., a Nevada corporation
("Company"), to promote the interests of the Company and its
shareholders by attracting and retaining non-employee Directors and
Consultants capable of furthering the future success of the Company
and by aligning their economic interests more closely with those of
the Company's shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective September 15, 2001
("Effective Date").

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and
regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect
thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is Ten Million (10,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more
of either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
two members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  The Board may terminate the Plan at any
time by a vote of a majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.

Global Foods Online, Inc.

By: /s/ John Harrison
John Harrison, President

                                     EX-23

                             CONSENT OF COUNSEL

James DeOlden, Esq.
Law Offices of James DeOlden
18300 Von Karman, Suite 710
Irvine, California 92612
(949) 809-2118

September 18, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Global Foods Online, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of fifteen
million (15,000,000) shares of its common stock ("Shares"), $0.001
par value per Share, which are issuable pursuant to the Company's
Employee Stock Incentive Plan, and the registration of ten million
(10,000,000) Shares which are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants.  I
hereby consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,

/s/  James DeOlden, Esq.
James DeOlden, Esq.

                                    EX-24

                          CONSENT OF ACCOUNTANTS

James E. Scheifley & Associates
Denver, Colorado

September 18, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Global Foods Online, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report in Global Foods Online, Inc.'s Form 10-KSB
filed on August 14, 2001, and to all references to our firm
included in this Registration Statement.

Sincerely,

/s/  James E. Scheifley
James E. Scheifley