Exhibit 10-5

                          SOUTHRIDGE ENTERPRISES, INC.
             YEAR 2007 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN


     I. PURPOSE OF THE PLAN.

The purpose of this Plan is to further the growth of Southridge Enterprises,
Inc., by allowing the Company to compensate employees and certain other
consultants who have provided bona fide services to the Company, through the
award of Common Stock of the Company.

     II. DEFINITIONS.

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. Award means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.

2. Board of Directors means the Board of Directors of the Company.

3. Code means the Internal Revenue Code of 1986, as amended.

4. Common Stock means the Common Stock of the Company.

5. Date of Grant means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as
the date a particular Award will become effective.

6. Consultant means any person or entity (i) who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have previously made, a
significant contribution to the success of the Company.

7. Subsidiary means any corporation that is a subsidiary with regard to as that
term is defined in Section 424(f) of the Code.

     III. EFFECTIVE DATE OF THE PLAN.

     The effective date of this Plan is August 31, 2007.


     IV. ADMINISTRATION OF THE PLAN.

The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration
of this Plan unless it resulted from the member's willful misconduct.

     V. STOCK SUBJECT TO THE PLAN.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 7,500,000 shares which number represents 7,500,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.

     VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.

     Awards may be granted only to Employees and Consultants.

     VII. GRANTS OF AWARDS.

Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Employees and Consultants Awards are
to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercisability, exercise price and term of any Award which
constitutes an option or warrant to purchase Common Stock). No grant will be
made if, in the judgment of the Board of Directors, such a grant would
constitute a public distribution within the meaning of the Securities Act of
1933, as amended (the Act), or the rules and regulations promulgated
thereunder.

     VIII. DELIVERY OF STOCK CERTIFICATES.

As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
bear a legend to indicate that the Common Stock represented by the certificate
was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.

       IX. RIGHT TO CONTINUED ENGAGEMENT.

     Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship at any time.

     X. LAWS AND REGULATIONS.

     1. The obligation of the Company to sell and deliver shares of Common
Stock on the grant of an Award under this Plan shall be subject to the
condition that counsel for the Company be satisfied that the sale and delivery
thereof will not violate the Act or any other applicable laws, rules or
regulations.

2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

     XI.  TERMINATION OF THE PLAN.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

     XII. DELIVERY OF PLAN.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.