EXHIBIT 4.2




                                STOCK OPTION PLAN




                                      FOR:




                            LEXINGTON RESOURCES, INC.





                                February 2, 2004


                7473 West Lake Mead Road, Las Vegas, Nevada 89128

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                            LEXINGTON RESOURCES, INC.



                                STOCK OPTION PLAN



         This stock  option  plan (the  "PLAN") is adopted in  consideration  of
services  rendered and to be rendered by key  personnel to Lexington  Resources,
Inc., its subsidiaries and affiliates.


1.       DEFINITIONS.


         The terms  used in this  Plan  shall,  unless  otherwise  indicated  or
required by the particular context, have the following meanings:


         BOARD:                     The Board of Directors of Lexington
                                    Resources, Inc.


         COMMON STOCK:              The U.S. $0.00025 par value common stock of
                                    Lexington Resources, Inc.


         COMPANY:                   Lexington  Resources,  Inc.,  a  corporation
                                    incorporated  under the laws of the State of
                                    Nevada,  U.S.A.,  and any successors in
                                    interest by merger, operation of law,
                                    assignment or purchase of all or
                                    substantially  all of the property,  assets
                                    or business of the Company.


         DATE OF GRANT:             The date on which an Option(see hereinbelow)
                                    is granted under the Plan.


         FAIR MARKET VALUE:         The Fair Market Value of the Option  Shares.
                                    Such Fair  Market Value as of any date shall
                                    be reasonably determined by the Board;.


         INCENTIVE STOCK
         OPTION:                    An Option as  described  in  Section  9
                                    hereinbelow  intended  to  qualify  under
                                    section 422 of the United States INTERNAL
                                    REVENUE CODE OF 1986, as amended.


         KEY PERSON:                A person  designated by the Board upon whose
                                    judgment, initiative and efforts the Company

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                                    or a Related Company may rely, who shall
                                    include any Director, Officer, employee or
                                    consultant of the Company. A Key Person may
                                    include a corporation.


         OPTION:                    The  rights  granted  to  a  Key  Person  to
                                    purchase  Common Stock pursuant to the terms
                                    and  conditions of an Option  Agreement (see
                                    hereinbelow).


         OPTION AGREEMENT:          The written agreement (and any amendment or
                                    supplement thereto) between the Company  and
                                    a Key  Person  designating  the  terms and
                                    conditions of an Option.


         OPTION SHARES:             The shares of Common Stock underlying an
                                    Option granted to a Key Person.


         OPTIONEE:                  A Key Person who has been granted an Option.


         RELATED COMPANY:           Any subsidiary or affiliate of the Company
                                    or of any subsidiary of the Company. The
                                    determination  of whether a corporation
                                    is a Related  Company  shall be made without
                                    regard  to   whether   the   entity  or  the
                                    relationship  between  the  entity  and  the
                                    Company  now exists or comes into  existence
                                    hereafter.


2.       PURPOSE AND SCOPE.


         (a)      The  purpose of the Plan is to advance  the  interests  of the
                  Company and its  stockholders  by affording Key Persons,  upon
                  whose  judgment,  initiative  and efforts the Company may rely
                  for the successful  conduct of their businesses an opportunity
                  for  investment  in the Company and the  incentive  advantages
                  inherent in stock ownership in the Company.


         (b)      This Plan  authorizes  the Board to grant  Options to purchase
                  shares of Common  Stock to Key  Persons  selected by the Board
                  while  considering  criteria  such as  employment  position or
                  other    relationship    with   the   Company,    duties   and
                  responsibilities,  ability, productivity, length of service or
                  association,  morale, interest in the Company, recommendations
                  by supervisors and other matters.


3.       ADMINISTRATION OF THE PLAN.


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         The Plan shall be administered  by the Board.  The Board shall have the
authority  granted to it under this section and under each other  section of the
Plan.


         In accordance with and subject to the provisions of the Plan, the Board
is hereby authorized to provide for the granting,  vesting,  exercise and method
of exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine.  In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees  and shall  determine:  (i) the number of shares of Common Stock to be
subject to each Option,  however,  in no event may the maximum  number of shares
reserved for any one individual  exceed 15% of the issued and outstanding  share
capital of the  Company;  (ii) the time at which each  Option is to be  granted;
(iii) the purchase price for the Option Shares;  (iv) the Option period; and (v)
the manner in which the Option becomes  exercisable or terminated.  In addition,
the Board shall fix such other terms of each Option as it may deem  necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.


         The Board from time to time may adopt such  rules and  regulations  for
carrying  out the  purposes  of the Plan as it may deem  proper  and in the best
interests  of the Company  subject to the rules and  policies of any exchange or
over-the-counter market which is applicable to the Company.


         The Board may from time to time make such  changes in and  additions to
the Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter  market which is  applicable  to the  Company,  and in the best
interests of the  Company;  provided,  however,  that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.


         Each determination, interpretation or other action made or taken by the
Board shall be final,  conclusive and binding on all persons,  including without
limitation, the Company, the stockholders,  directors, officers and employees of
the Company and the Related  Companies,  and the Optionees and their  respective
successors in interest.


4.       THE COMMON STOCK.


         Save and except as may be determined by the Board at a duly constituted
meeting of the Board as set forth hereinbelow, the Board is presently authorized
to  appropriate,  grant Options,  issue and sell for the purposes of the Plan, a
total number of shares of the Company's Common Stock not to exceed 4,000,000, or
the  number  and kind of  shares of Common  Stock or other  securities  which in
accordance  with  Section 10 shall be  substituted  for the shares or into which
such shares shall be adjusted. Save and except as may otherwise be determined by
the disinterested approval of the shareholders of the Company at any duly called
meeting  of the  shareholders  of the  Company,  at any duly  constituted  Board
meeting the Board may determine that the total number of shares of the Company's

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Common Stock which may be reserved  for  issuance for Options  granted and to be
granted under this Plan,  from time to time,  may be to the maximum extent of up
to 100% of the Company's  issued and outstanding  Common Stock as at the date of
any such  meeting  of the  Board.  In this  regard,  and  subject  to the  prior
disinterested  approval  of the  shareholders  of the Company at any duly called
meeting of the  shareholders  of the Company,  the total number of shares of the
Company's  Common Stock which may be reserved  for issuance for Options  granted
and to be granted  under  this  Plan,  from time to time,  may be  increased  to
greater than 100% of the Company's issued and outstanding Common Stock as at the
date of notice of any such meeting of the  shareholders  of the Company  whereat
such disinterested shareholders' approval is sought and obtained by the Company.
All or any unissued  shares  subject to an Option that for any reason expires or
otherwise terminates may again be made subject to Options under the Plan.


5.       ELIGIBILITY.


         Options will be granted only to Key Persons.  Key Persons may hold more
than one Option under the Plan and may hold  Options  under the Plan and options
granted pursuant to other plans or otherwise.


6.       OPTION PRICE AND NUMBER OF OPTION SHARES.


         The Board shall,  at the time an Option is granted under this Plan, fix
and determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option;  provided,  however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.


         The  number  of  Option  Shares  that may be  acquired  under an Option
granted to an Optionee  under this Plan shall be  determined  by the Board as at
the time the Option is granted; provided,  however, that the aggregate number of
Option Shares  reserved for issuance to any one Optionee under this Plan, or any
other plan of the  Company,  shall not exceed 28% of the total  number of issued
and outstanding Common Stock of the Company.


7.       DURATION, VESTING AND EXERCISE OF OPTIONS.


         (a)      The  option  period  shall  commence  on the Date of Grant and
                  shall be up to 10 years in length  subject to the  limitations
                  in this Section 7 and the Option Agreement.


         (b)      During  the  lifetime  of the  Optionee  the  Option  shall be
                  exercisable  only by the Optionee.  Subject to the limitations
                  in paragraph (a)  hereinabove,  any Option held by an Optionee

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                  at the time of his death may be exercised by his estate within
                  one year of his death or such  longer  period as the Board may
                  determine.


         (c)      The Board may determine whether an Option shall be exercisable
                  at any time during the option  period as provided in paragraph
                  (a)  of  this  Section  7  or  whether  the  Option  shall  be
                  exercisable in  installments  or by vesting only. If the Board
                  determines  the  latter  it  shall  determine  the  number  of
                  installments  or vesting  provisions and the percentage of the
                  Option  exercisable  at each  installment  or vesting date. In
                  addition,   all  such   installments   or  vesting   shall  be
                  cumulative. In this regard the Company will be subject, at all
                  times,   to  any  rules  and   policies  of  any  exchange  or
                  over-the-counter market which is applicable to the Company and
                  respecting any such required installment or vesting provisions
                  for certain or all Optionees.


         (d)      In the case of an Optionee who is a director or officer of the
                  Company or a Related  Company,  if, for any reason (other than
                  death or removal by the  Company  or a Related  Company),  the
                  Optionee  ceases  to serve in that  position  for  either  the
                  Company or a Related Company,  any option held by the Optionee
                  at the time such  position  ceases or  terminates  may, at the
                  sole  discretion  of the Board,  be exercised  within up to 90
                  calendar  days  after the  effective  date  that his  position
                  ceases or terminates  (subject to the limitations at paragraph
                  (a)  hereinabove),  but only to the extent that the option was
                  exercisable  according to its terms on the date the Optionee's
                  position  ceased or  terminated.  After such 90-day period any
                  unexercised portion of an Option shall expire.


         (e)      In the case of an Optionee who is an employee or consultant of
                  the Company or a Related  Company,  if, for any reason  (other
                  than  death  or  termination  for  cause by the  Company  or a
                  Related Company), the Optionee ceases to be employed by either
                  the  Company  or a Related  Company,  any  option  held by the
                  Optionee at the time his employment  ceases or terminates may,
                  at the sole discretion of the Board, be exercised within up to
                  60 calendar days (or up to 30 calendar days where the Optionee
                  provided only investor  relations services to the Company or a
                  Related  Company) after the effective date that his employment
                  ceased or terminated (that being up to 60 calendar days (or up
                  to 30  calendar  days) from the date that,  having  previously
                  provided  to or  received  from the  Company  a notice of such
                  cessation or termination, as the case may be, the cessation or
                  termination becomes effective;  and subject to the limitations
                  at paragraph (a) hereinabove), but only to the extent that the
                  option was exercisable  according to its terms on the date the
                  Optionee's employment ceased or terminated.  After such 60-day
                  (or 30-day) period any unexercised  portion of an Option shall
                  expire.

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         (f)      In the case of an Optionee who is an employee or consultant of
                  the Company or a Related Company, if the Optionee's employment
                  by  the  Company  or a  Related  Company  ceases  due  to  the
                  Company's termination of such Optionee's employment for cause,
                  any  unexercised  portion of any Option  held by the  Optionee
                  shall immediately  expire. For this purpose "cause" shall mean
                  conviction of a felony or continued failure,  after notice, by
                  the Optionee to perform fully and  adequately  the  Optionee's
                  duties.


         (g)      Neither the selection of any Key Person as an Optionee nor the
                  granting  of an Option to any  Optionee  under this Plan shall
                  confer upon the  Optionee any right to continue as a director,
                  officer,  employee or  consultant  of the Company or a Related
                  Company,  as the case may be, or be  construed  as a guarantee
                  that  the  Optionee  will  continue  as a  director,  officer,
                  employee or consultant of the Company or a Related Company, as
                  the case may be.


         (h)      Each  Option  shall  be  exercised  in  whole  or in  part  by
                  delivering  to the  office  of the  Treasurer  of the  Company
                  written  notice of the number of shares with  respect to which
                  the  Option  is to be  exercised  and by  paying  in full  the
                  purchase price for the Option Shares purchased as set forth in
                  Section 8.


8.       PAYMENT FOR OPTION SHARES.


         The  Board  of  Directors   shall  determine  the  acceptable  form  of
consideration  for exercising an Option,  including the method of payment.  Such
consideration  may consist  entirely of: (i) cash; (ii) check;  (iii) promissory
note;  (iv) other shares which (A) in the case of shares  acquired upon exercise
of an option,  have been owned by the  optionee  for more than six months on the
date of  surrender,  and (B) have a fair market  value on the date of  surrender
equal to the  aggregate  exercise  price of the shares as to which  said  option
shall be exercised;  (v) consideration  received by the Company under a cashless
exercise program  implemented by the Company in connection with the Plan; (vi) a
reduction  in the amount of any Company  liability to the  optionee;  (vii) such
other  consideration  and method of payment  for the  issuance  of shares to the
extent  permitted by applicable laws; or (viii) any combination of the foregoing
methods of payment.

         Notwithstanding the foregoing, any method of payment other than in cash
may be used only with the  consent  of the Board of  Directors  of if and to the
extent so provided in an Agreement.


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9.       INCENTIVE STOCK OPTIONS.


         (a)      The  Board  may,  from  time  to  time,  and  subject  to  the
                  provisions of this Plan and such other terms and conditions as
                  the Board may  prescribe,  grant to any Key  Person  who is an
                  employee  eligible to receive  Options  one or more  Incentive
                  Stock Options to purchase the number of shares of Common Stock
                  allotted by the Board.


         (b)      The Option  price per share of Common Stock  deliverable  upon
                  the  exercise of an  Incentive  Stock  Option shall be no less
                  than the Fair Market  Value of a share of Common  Stock on the
                  Date of Grant of the Incentive Stock Option.


         (c)      The  Option  term of each  Incentive  Stock  Option  shall  be
                  determined  by the Board and shall be set forth in the  Option
                  Agreement,  provided  that the Option  term shall  commence no
                  sooner  than  from the Date of Grant and  shall  terminate  no
                  later  than 10  years  from the  Date of  Grant  and  shall be
                  subject to possible early  termination as set forth in Section
                  7 hereinabove.


10.      CHANGES IN COMMON STOCK, ADJUSTMENTS, ETC.


         In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting  stockholders which are not changed or exchanged)
should be changed into, or exchanged  for, a different  number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other  securities  into which the Common  Stock  shall have been
changed,  or for which it shall have been  exchanged,  shall be made (whether by
reason  of  merger,  consolidation,   reorganization,   recapitalization,  stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding  share  of  Common  Stock  (other  than  shares  held by  dissenting
stockholders  which are not  changed  or  exchanged)  shall be so changed or for
which  each  outstanding  share of  Common  Stock  (other  than  shares  held by
dissenting  stockholders) shall be so changed or for which each such share shall
be  exchanged.  Any  securities  so  substituted  shall be  subject  to  similar
successive adjustments.


         In the  event  of any  such  changes  or  exchanges,  the  Board  shall
determine  whether,  in order to prevent  dilution or enlargement of rights,  an
adjustment should be made in the number,  kind, or option price of the shares or
other  securities then subject to an Option or Options  granted  pursuant to the
Plan and the Board shall make any such adjustment, and such adjustments shall be
made and shall be effective and binding for all purposes of the Plan.

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11.      RELATIONSHIP OF EMPLOYMENT.


         Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company,  or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.


12.      NON-TRANSFERABILITY OF OPTION.


         No Option granted under the Plan shall be transferable by the Optionee,
either  voluntarily or involuntarily,  except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.


13.      RIGHTS AS A STOCKHOLDER.


         No person  shall have any rights as a  stockholder  with respect to any
share  covered by an Option  until that person shall become the holder of record
of such share and,  except as provided in Section  10, no  adjustments  shall be
made for dividends or other  distributions  or other rights as to which there is
an earlier record date.


14.      SECURITIES LAWS REQUIREMENTS.


         No Option  Shares shall be issued  unless and until,  in the opinion of
the Company,  any  applicable  registration  requirements  of the United  States
SECURITIES ACT OF 1933, as amended,  any applicable listing  requirements of any
securities  exchange  on which stock of the same class is then  listed,  and any
other  requirements of law or of any regulatory bodies having  jurisdiction over
such issuance and delivery,  have been fully complied with. Each Option and each
Option Share  certificate may be imprinted with legends  reflecting  federal and
state securities laws  restrictions  and conditions,  and the Company may comply
therewith  and issue "stop  transfer"  instructions  to its  transfer  agent and
registrar in good faith without liability.


15.      DISPOSITION OF OPTION SHARES.


         Each Optionee, as a condition of exercise, shall represent, warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired  solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise  distributed in violation of the United States SECURITIES ACT OF 1933,
as amended, or any other applicable federal or state securities laws; (iii) that
if he is subject to reporting  requirements  under  Section  16(a) of the United
States  SECURITIES  EXCHANGE  ACT OF 1934,  as amended,  he will (a) furnish the

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Company  with a copy of each Form 4 filed by him and (b) timely file all reports
required  under the federal  securities  laws;  and (iv) that he will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.


16.      EFFECTIVE DATE OF PLAN; TERMINATION DATE OF PLAN.


         The Plan shall be deemed  effective as of June 23, 2003. The Plan shall
terminate at midnight on June 23, 2013 except as to Options  previously  granted
and  outstanding  under the Plan at the time.  No Options shall be granted after
the date on which the Plan  terminates.  The Plan may be abandoned or terminated
at any  earlier  time by the Board,  except  with  respect to any  Options  then
outstanding under the Plan.


17.      OTHER PROVISIONS.


         The following provisions are also in effect under the Plan:


         (a)      the use of a masculine  gender in the Plan shall also  include
                  within its meaning the feminine,  and the singular may include
                  the plural,  and the plural may include the  singular,  unless
                  the context clearly indicates to the contrary;


         (b)      any expenses of  administering  the Plan shall be borne by the
                  Company;


         (c)      this Plan shall be  construed to be in addition to any and all
                  other compensation plans or programs. The adoption of the Plan
                  by  the  Board  shall  not  be   construed   as  creating  any
                  limitations  on the power or  authority  of the Board to adopt
                  such  other   additional   incentive  or  other   compensation
                  arrangements as the Board may deem necessary or desirable; and


         (d)      the validity, construction, interpretation, administration and
                  effect of the Plan and of its rules and  regulations,  and the
                  rights of any and all personnel  having or claiming to have an
                  interest  therein  or  thereunder  shall  be  governed  by and
                  determined  exclusively and solely in accordance with the laws
                  of the State of Nevada, U.S.A.


         This  Plan is dated  and made  effective  as  approved  by the board of
directors and the  shareholders  of the Company on August 7, 2003 and as amended
and  approved by the Board of  Directors  on November  19, 2003 and December 31,
2003.




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                      BY ORDER OF THE BOARD OF DIRECTORS OF
                            LEXINGTON RESOURCES, INC.
                                      Per:

                                 "GRANT ATKINS"

                                  GRANT ATKINS
                            President and a Director
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