EXHIBIT 10.1

GEO PETROLEUM, INC.
1998 CONSULTANTS' STOCK PLAN


WHEREAS,  the Board of Directors of Geo Petroleum,  Inc. (the "Corporation") has
determined that it is in the interest of the Corporation  that this  corporation
engage  consultants for the performance of services which cannot be performed by
the employees of the Corporation; and

WHEREAS,  the Corporation deems it in its best interest to cause its consultants
to  accept  payment  for  services,  in  part,  in  shares  of the  stock of the
Corporation, as determined by the officers of the Corporation; and

WHEREAS,  the Board of this Corporation desires to institutionalize the practice
of offering stock on a limited basis in exchange for services by consultants;

NOW THEREFORE,  PREMISES  CONSIDERED  the Board of Directors of the  Corporation
does hereby formulate and adopt the Geo Petroleum,  Inc. 1998 Consultants' Stock
Plan, as follows:

1.   Name of Plan. This plan may be referred to as the 1998  Consultants'  Stock
     Plan.

2.   Recommendation  of  Officers.  From  time to  time,  the  officers  of this
     Corporation   may  recommend  to  the  Board  of  Directors   that  certain
     consultants  receive  shares  of the  common  stock of the  Corporation  in
     exchange for services, in addition to cash or other forms of remuneration.

3.   Board  Action.  Based  upon  the  recommendation  of  the  officers  of the
     Corporation  the Board shall from time to time  authorize  the  issuance of
     options to  purchase  shares of the  common  stock of this  Corporation  at
     prices  which are not less than the reported bid price for the common stock
     in the  market  in  which  such  stock is then  traded,  on the date of the
     issuance of the options. In addition, based upon such recommendations,  the
     Board  shall  from time to time  authorize  the  issuance  of shares of the
     common  stock in exchange  for  services  rendered to the  Corporation,  at
     prices aforesaid.

4.   Number of Shares  Included.  The  officers  of this  Corporation  shall not
     recommend to the Board the issuance of more than 1,000,000 shares of common
     stock or options to purchase that number of shares,  pursuant to this plan.
     No  shares  shall  be  reserved  by  the  Corporation  for  issuance  until
     agreements for the issuance  thereof to  consultants  have been executed by
     the Corporation.

5.   Permit to be obtained.  Promptly after the execution of an agreement with a
     consultant  providing  for the  issuance  of shares or  common  stock,  the
     Corporation  shall  endeavor  to obtain a permit from the  Commissioner  of
     Corporations  authorizing  such  issuance  or,  if it  determines  that the
     issuance is exempt, shall file a notice thereof with the Commissioner.

6.   Issuance.  Issuance of shares shall be pursuant to a written agreement with
     the Consultant authorized by action of this Board.