Exhibit 10.7
ProHealth Medical Technologies, Inc.

2002 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN

1. Purpose

The purpose of this Plan is to provide  compensation in the form of Common Stock
of the Company to eligible  professionals,  employees or  consultants  that have
previously  rendered  services or that will render  services  during the term of
this  Professional/Employee/Consultant   Stock  Compensation  Plan  (hereinafter
referred to as the Plan.)

2. Administration

(a) This Plan shall be  administered by the Board of Directors who may from time
to time issue orders or adopt resolutions,  not inconsistent with the provisions
of this Plan, to interpret the  provisions and supervise the  administration  of
this  Plan.  The  Company's  Secretary,   Jaime  Cardona,   shall  act  as  Plan
Administrator,  and will make initial  determinations  as to which  consultants,
employees,  professionals  or advisors  will be  considered  eligible to receive
shares under this Plan,  and will provide a list to the Board of Directors.  All
final  determinations  shall be by the  affirmative  vote of a  majority  of the
members  of the Board of  Directors  at a meeting  called for such  purpose,  or
reduced to writing and signed by a majority of the members of the Board. Subject
to the  Corporation's  Bylaws,  all decisions made by the Directors in selecting
eligible  professionals,  employees and consultants,  establishing the number of
shares,  and construing  the provisions of this Plan shall be final,  conclusive
and   binding  on  all  persons   including   the   Corporation,   shareholders,
professionals, employees and consultants.

(b) The Board of Directors  may from time to time appoint a PEC Plan  Committee,
consisting  of at least one  Director  and one  officer,  none of whom  shall be
eligible to participate in the Plan while members of the Committee. The Board of
Directors  may  delegate  to such  Committee  power  to  select  the  particular
Consultants that are to receive shares, and to determine the number of shares to
be allocated to each such eligible party.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8  should  change  during  the terms of this  Plan,  the Board of
Directors shall have the power to alter this Plan to conform to such changes.

3. Eligibility

(a) Shares shall be granted only to  Professionals,  Employees  and  Consultants
that are within that class for which Form S-8 is applicable.


(b) No  individual  or  entity  shall be  granted  more than  500,000  shares of
unrestricted Common Stock under this Plan.




4. Shares Subject to the Plan

The  total  number  of shares  of  Common  Stock to be  subject  to this Plan is
2,000,000.  The shares subject to the Plan will be registered with the SEC on or
about November 7, 2002 in a Form S-8 Registration.

5. Death of Professional, Employee or Consultant

If a  Professional,  Employee  or  Consultant  dies  while he is a  Professional
Employee or Consultant of the  Corporation  or of any  subsidiary,  or within 90
days after such  termination,  the shares,  to the extent that the Professional,
Employee or Consultant  was to be issued shares under the plan, may be issued to
his  personal  representative  or the person or persons to whom his rights under
the  plan  shall  pass by his  will or by the  applicable  laws of  descent  and
distribution.

6. Termination of Professional, Employee or Consultant, Retirement or Disability

If a  Professional,  Employee  or  Consultant  shall cease to be retained by the
Corporation  for any reason  (including  retirement and  disability)  other than
death after he shall have  continuously been so retained for his specified term,
he may,  but only  within the  three-month  period  immediately  following  such
termination,  request his  pro-rata  number of shares for his  services  already
rendered.

7. Leak out provision: For the benefit of the Company's shareholders, all shares
issued from the PEC PLAN will subject to a leak out provision as defined herein,
and in the  employment  agreement or consultant  contract of each  Professional,
Employee or Consultant.  The Plan  Administrator,  at its sole  discretion,  can
increase the maximum  number of shares to be released  into the  marketplace  by
each recipient,  but cannot go below the threshold  amount of the lower of 2,500
shares per recipient per month,  or 25% of the recipient's  total holdings.  The
discretional  increase  can be made by the Plan  Administrator  to up to no more
than 20,000 shares per  recipient per month.  As shares under the PEC PLAN shall
be earned out, and placed in Escrow to be released to  recipients  in accordance
with their  contracts or agreements with the company and at the direction of the
Plan Administrator.

8. Escrow  Agent.  The escrow agent for the PEC PLAN shares is the Law Office of
Andrea Cataneo Ltd. located at 81 Meadowbrook Road, Randolph, NJ 07969.

9. Termination of the Plan

This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, any shares which remain unsold shall be removed from  registration
by means of a post-effective amendment to the Form S-8.

10. Effective Date of the Plan

This Plan shall become effective upon its adoption by the Board of Directors.




CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The undersigned,  being the President and CEO of ProHealth Medical Technologies,
Inc. hereby certifies that the foregoing Plan was adopted by a unanimous vote of
the Board of Directors on November 5, 2002.

/s/ Lawrence Lee
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Lawrence Lee, President and CEO