EX-4.2
      NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                               CALBATECH, INC.
                 NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                             RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as "CalbaTech, 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 CalbaTech, 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 December 26, 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.  Delivery of Shares.

(a)  The shares of Common Stock 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 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. References to a Participant in
this Plan shall be deemed to refer to the Participant's estate or legal
guardian, where appropriate.

7.  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.

8.  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.

9.  Shares Available.

Subject to Section 10 below, the maximum number of shares of Common
Stock which may in the aggregate be paid pursuant to the Plan is One
Million Five Hundred Thousand (1,500,000).  Shares of Common Stock
issueable under the Plan may also be taken from treasury shares of the
Company or purchased on the open market.

10.  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 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 (ii) 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)  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(b) 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.

11.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a Compensation Committee or by
the Board ("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.  The Board may terminate the Plan at any time by
a vote of a majority of the members thereof.

12.  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.

13.  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.

CalbaTech, Inc.


By: /s/ James DeOlden
James DeOlden, CEO