Exhibit 4.2
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                       THORIUM NUCLEAR ENERGY CORPORATION
                             2004 STOCK OPTION PLAN


1.       Purpose. This Stock Option Plan (the "Plan") is intended to serve as an
incentive to, and to encourage stock ownership by, certain eligible participants
rendering services to Thorium Nuclear Energy  Corporation,  a Nevada corporation
(the  "Corporation") and certain affiliates as set forth below, so that they may
acquire or increase their proprietary interest in the Corporation.

2.        Administration.

         2.1 Committee. The Plan shall be administered by the Board of Directors
of the Corporation (the "Board of Directors") or a committee of a minimum of two
or more  members  appointed  by the Board of Directors  (the  "Committee").  The
composition of the Committee  shall satisfy such  requirements as the Securities
and Exchange  Commission  may  establish for  administrators  acting under plans
intended to qualify for exemption  under Rule 16b-3 or its  successor  under the
Securities  and  Exchange  Act of 1933.  The  Committee  shall select one of its
members as Chairman and shall  appoint a Secretary,  who need not be a member of
the Committee.  The Committee shall hold meetings at such times and places as it
may determine and minutes of such meetings shall be recorded. Acts by a majority
of the  Committee in a meeting at which a quorum is present and acts approved in
writing by a majority of the members of the Committee shall be valid acts of the
Committee. No member of the Committee shall vote on any matter concerning his or
her own participation in the Plan.

         2.2 Term. If the Board of Directors selects a Committee, the members of
the Committee  shall serve on the Committee for the period of time determined by
the Board of Directors and shall be subject to removal by the Board of Directors
at any time.  The Board of Directors may terminate the function of the Committee
at any time and  resume all powers and  authority  previously  delegated  to the
Committee.

         2.3 Authority.  The Committee  shall have sole discretion and authority
to grant options under the Plan to eligible  participants  rendering services to
the Corporation or any "parent" or  "subsidiary" of the Corporation  ("Parent or
Subsidiary"), as defined in Section 424 of the Internal Revenue Code of 1986, as
amended (the "Code"),  at such times, under such terms and in such amounts as it
may decide.  Subject to the express  provisions of the Plan, the Committee shall
have complete  authority to interpret the Plan, to prescribe,  amend and rescind
the rules and  regulations  relating to the Plan,  to determine  the details and
provisions of any Stock Option  Agreement (as defined below),  to accelerate any
options granted under the Plan and to make all other determinations necessary or
advisable for the administration of the Plan.

         2.4 Type of  Option.  The  Committee  shall  have  full  authority  and
discretion to determine,  and shall specify in the Stock Option  Agreements  (as
defined below), whether the eligible individual will be granted options intended
to  qualify as  incentive  options  under  Section  422 of the Code  ("Incentive
Options") or options  which are not intended to qualify under Section 422 of the
Code ("Non-Qualified Options");  provided, however, that Incentive Options shall
only be granted  to  employees  of the  Corporation,  or a Parent or  Subsidiary
thereof,  and shall be  subject  to the  special  limitations  set forth  herein
attributable to Incentive Options.


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         2.5   Interpretation.   The  interpretation  and  construction  by  the
Committee of any  provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or any
option granted  hereunder.  No member of the Board or Directors or the Committee
shall be liable for any action or determination  made in good faith with respect
to the Plan or any option granted under the Plan.

3.       Eligibility.

         3.1 General. All directors,  officers, employees of and certain persons
rendering services to the Corporation, or any Parent or Subsidiary,  relative to
the Corporation's,  or any Parent's or Subsidiaries',  management,  operation or
development  shall be eligible to receive  options under the Plan. The selection
of recipients of options shall be within the sole and absolute discretion of the
Committee.  No person  shall be granted an option  under this Plan  unless  such
person has executed the grant representation letter set forth on Exhibit "A," as
such  Exhibit  may be amended by the  Committee  from time to time and no person
shall be granted an  Incentive  Option  under this Plan unless such person is an
employee  or an  independent  contractor  of the  Corporation,  or a  Parent  or
Subsidiary, on the date of grant.

         3.2 Termination of Eligibility.

                  3.2.1 If an optionee  ceases to be employed or  contracted  by
the Corporation,  or its Parent or Subsidiary, is no longer an officer or member
of the Board of Directors of the Corporation or no longer performs  services for
the  Corporation,  or its Parent or  Subsidiary  for any reason  (other than for
"cause," as hereinafter  defined,  or such optionee's death), any option granted
hereunder to such  optionee  shall  expire on the 90th day after the  occurrence
giving  rise to such  termination  of  eligibility  (or 1 year in the  event  an
optionee is "disabled," as defined in Section  22(e)(3) of the Code) or upon the
date it expires by its terms,  whichever  is  earlier.  Any option  that has not
vested in the  optionee  as of the date of such  termination  shall  immediately
expire and shall be null and void. The Committee shall, in its sole and absolute
discretion,  decide  whether an  authorized  leave of  absence  or  absence  for
military  or  governmental  service,  or  absence  for any other  reason,  shall
constitute termination of eligibility for purposes of this Section.

                  3.2.2 If an optionee ceases to be employed by the Corporation,
or its Parent or  Subsidiary,  is no longer an officer or member of the Board of
Directors  of  the  Corporation,   or  no  longer  performs   services  for  the
Corporation,  or its Parent or Subsidiary and such termination is as a result of
"cause," as  hereinafter  defined,  then all options  granted  hereunder to such
optionee  shall  expire  on the  date  of the  occurrence  giving  rise  to such
termination of  eligibility or upon the date it expires by its terms,  whichever
is  earlier,  and  such  optionee  shall  have no  rights  with  respect  to any
unexercised options. For purposes of this Plan, "cause" shall mean an optionee's
personal  dishonesty,   misconduct,  breach  of  fiduciary  duty,  incompetence,
intentional failure to perform stated obligations, willful violation of any law,
rule,  regulation or final cease and desist order, or any material breach of any
provision of this Plan, any Stock Option Agreement or any employment agreement.

         3.3 Death of Optionee and Transfer of Option.  In the event an optionee
shall die, an option may be exercised  (subject to the condition  that no option
shall be  exercisable  after  its  expiration  and only to the  extent  that the
optionee's  right  to  exercise  such  option  had  accrued  at the  time of the


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optionee's  death) at any time within one year after the optionee's death by the
executors  or  administrators  of the  optionee  or by any person or persons who
shall  have  acquired  the  option  directly  from the  optionee  by  bequest or
inheritance.  Any option  that has not vested in the  optionee as of the date of
death or  termination  of employment,  whichever is earlier,  shall  immediately
expire  and  shall be null and  void.  No option  shall be  transferable  by the
optionee other than by will or the laws of interstate succession.

4.       Identification  of Stock. The Stock, as defined herein,  subject to the
options shall be shares of the Corporation's authorized but unissued or acquired
or reacquired common stock (the "Stock"). The aggregate number of shares subject
to  outstanding  options  shall not exceed three million  (3,000,000)  shares of
Stock  (subject to adjustment  as provided in Section 6). If any option  granted
hereunder shall expire or terminate for any reason without having been exercised
in full, the  unpurchased  shares  subject  thereto shall again be available for
purposes of this Plan.

5.       Terms and  Conditions of Options.  Any option  granted  pursuant to the
Plan shall be evidenced by an agreement ("Stock Option  Agreement") in such form
as the Committee shall from time to time determine, which agreement shall comply
with and be subject to the following terms and conditions:

         5.1 Number of Shares.  Each option  shall state the number of shares of
Stock to which it pertains.

         5.2 Option Exercise Price.  Each option shall state the option exercise
price, to be $0.001 per share which has been determined by the Corporation to be
the fair market value as of the date of this option plan.

         5.3 Term of Option.  The term of an option granted  hereunder  shall be
determined by the Committee at the time of grant, but shall not exceed ten years
from the date of the  grant.  The term of any  Incentive  Option  granted  to an
employee  who owns  more  than 10% of the  total  combined  voting  power of all
classes of the Corporation's stock, as determined for purposes of Section 422 of
the Code,  shall in no event  exceed  five  years  from the date of  grant.  All
options shall be subject to early  termination  as set forth in this Plan. In no
event shall any option be exercisable after the expiration of its term.

         5.4 Method of Exercise.  An option shall be exercised by written notice
to the  Corporation  by the  optionee  (or  successor in the event of death) and
execution  by the  optionee  of a Notice  of  Exercise  in the form set forth on
Exhibit "B," as such Exhibit may be amended by the Committee  from time to time.
Such  written  notice shall state the number of shares with respect to which the
option is being exercised and designate a time,  during normal business hours of
the Corporation, for the delivery thereof ("Exercise Date"), which time shall be
at least 5 days after the  giving of such  notice  unless an earlier  date shall
have been mutually  agreed.  After the time  specified in the written notice the
Corporation  shall  deliver  to the  optionee  at the  principal  office  of the
Corporation,  or  such  other  appropriate  place  as may be  determined  by the
Committee,  a certificate or  certificates  for such shares.  Until the Stock is
issued (as evidenced by the appropriate entry on the books of the Corporation or
a duly  authorized  transfer  agent  for the  Corporation),  no right to vote or
receive  dividends or any other rights as a shareholder shall exist with respect
to the Stock subject to the option,  notwithstanding the exercise of the option.
Notwithstanding  the foregoing,  the  Corporation  may postpone  delivery of any
certificates  after  notice of  exercise  for such  reasonable  period as may be


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required to comply with any applicable  listing  requirements  of any securities
exchange.  In the event an option shall be  exercisable by any person other than
the optionee,  the required  notice under this Section shall be  accompanied  by
appropriate proof of the right of such person to exercise the option.

         5.5 Medium and Time of  Payment.  The option  exercise  price  shall be
payable  in  full  on or  before  the  option  Exercise  Date  in any one of the
following alternative forms:

                  5.5.1 Full  payment  in cash or  certified  bank or  cashier's
check;

                  5.5.2 Full payment in shares of Stock or other  securities  of
the  Corporation  having a fair market value on the Exercise  Date in the amount
equal to the option exercise price;

                  5.5.3. Instead of exercising the option by paying the exercise
price in cash, check or other appropriate consideration,  the optionee may elect
to exercise the option in whole or in part by receiving Stock equal to the value
(as determined below) of the option,  or any part hereof,  upon surrender of the
option at the principal  office of the  Corporation  together with the Notice of
Exercise  annexed to the Stock Option  Agreement in which event the  Corporation
shall  issue  the  optionee  a number  of  shares  of Stock  computed  using the
following formula:

                                    X=Y(A-B)
                                        A

         Where   X=     the  number  of  shares  of  Stock to be  issued  to the
                        holder;

                 Y=     the number of shares of Stock  underlying  the option to
                        be exercised;

                 A=     the current fair market value on one share of Stock; and

                 B=     the exercise price of the option.

                  5.5.4  All or any part of the  exercise  price  may be paid by
delivery on a form prescribed by the Corporation, of an irrevocable direction to
pledge all or part of the Stock being  purchased  under the Plan to a securities
broker or lender  approved by the  Corporation,  as security for a loan,  and to
deliver all or part of the loan proceeds to the Corporation.

                  5.5.5 A combination of the consideration set forth in Sections
5.5.1, 5.5.2, 5.5.3 and 5.5.4 equal to the option exercise price; or

                  5.5.6  Any  other  method  of  payment   complying   with  the
provisions  of  Section  422 of the Code  with  respect  to  Incentive  Options,
provided the terms of payment are  established  by the  Committee at the time of
grant, and any other method of payment established by the Committee with respect
to Non-Qualified Options.

         5.6 Fair Market Value.  The Corporation has limited  business  activity
and assets as of the date of this stock option plan,  accordingly management has
determined the fair market value of a share of Stock to be $0.01.

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         5.7 Rights of a  Shareholder.  An optionee or  successor  shall have no
rights as a shareholder  with respect to any Stock  underlying  any option until
the date of the issuance to such  optionee of a certificate  for such Stock.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
stock,  securities or other property) or distributions or other rights for which
the record date is prior to the date such Stock Certificate is issued, except as
provided in Section 6.

         5.8  Modification,  Extension  and Renewal of  Options.  Subject to the
terms and  conditions of the Plan,  the  Committee  may modify,  extend or renew
outstanding  options  granted  under  the  Plan,  or  accept  the  surrender  of
outstanding  options (to the extent not exercised) and authorize the granting of
new options in substitution therefor.

         5.9 Other  Provisions.  The Stock Option  Agreements shall contain such
other provisions, including without limitation,  restrictions or conditions upon
the exercise of options, as the Committee shall deem advisable.

         5.10 Dates of Exercise  and  Vesting.  An option  granted  hereunder is
exercisable for 2 years after the date of grant thereof.

6.       Adjustments upon Changes in Capitalization.

         6.1  Subdivision or  Consolidation.  Subject to any required  action by
shareholders of the  Corporation,  the number of shares of Stock covered by each
outstanding  option,  and the exercise price thereof,  shall be  proportionately
adjusted for any increase or decrease in the number of issued shares of Stock of
the Corporation  resulting from a subdivision or  consolidation of shares or the
payment of a stock  dividend  (but only on the Stock) or any other  increase  or
decrease in the number of such shares effected  without receipt of consideration
by the  Corporation.  Any  fraction  of a share  subject  to option  that  would
otherwise  result from an  adjustment  pursuant to this Section shall be rounded
downward  to the next full  number  of  shares  without  other  compensation  or
consideration  to the holder of such option.  6.2 Capital  Transactions.  Upon a
sale or exchange of all or substantially all of the assets of the Corporation, a
merger  or   consolidation  in  which  the  Corporation  is  not  the  surviving
corporation, a merger,  reorganization or consolidation in which the Corporation
is the surviving  corporation and shareholders of the Corporation exchange their
stock for securities or property,  a liquidation  of the  Corporation or similar
transaction ("Capital Transaction"), this Plan and each option issued under this
Plan,  whether  vested or  unvested,  shall  terminate,  unless such options are
assumed by a successor  corporation  in a merger or  consolidation,  immediately
prior  to  such  Capital  Transaction;   provided,   however,  that  unless  the
outstanding  options  are  assumed  by a  successor  corporation  in a merger or
consolidation,  subject to terms  approved by the Committee  all optionees  will
have the right to exercise all vested options prior to the Capital  Transaction.
Notwithstanding  the foregoing,  in the event there is a merger or consolidation
where the  Corporation  is not the surviving  corporation,  all options  granted
under this Plan shall vest 30 days prior to such merger or consolidation  unless
such  options  are  assumed  by the  successor  corporation  in such  merger  or
consolidation.  The Committee may (but shall not be obligated to) (i) accelerate
the vesting of any option or (ii) apply the foregoing provisions,  including but
not limited to termination of this Plan and any options granted  pursuant to the
Plan,  in  the  event  there  is a  sale  of 50% or  more  of the  stock  of the
Corporation  in any  two-year  period  or a  transaction  similar  to a  Capital
Transaction.

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         6.3 Adjustments. To the extent that the foregoing adjustments relate to
stock or securities of the Corporation,  such  adjustments  shall be made by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive.

         6.4  Ability to  Adjust.  The grant of an option  pursuant  to the Plan
shall  not  affect  in any way the  right or power  of the  Corporation  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structure  or to  merge,  consolidate,  dissolve,  liquidate,  sell or
transfer all or any part of its business or assets.

         6.5  Limitation  on   Adjustments.   Any   adjustment,   assumption  or
substitution  of an Incentive  Option shall comply with Section 425 of the Code,
if applicable.

7.       Nonassignability.  Options  granted  under  this  Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of  interstate  succession,  and may be  exercised  during  the  lifetime  of an
optionee  only by such  optionee,  except to the extent  permitted by applicable
securities laws and pursuant to applicable  provisions of the Code. Any transfer
by the  optionee  of any option  granted  under this Plan in  violation  of this
Section  shall void such option and any Stock Option  Agreement  entered into by
the optionee and the Corporation regarding such transferred option shall be void
and have no further force or effect.  No option shall be pledged or hypothecated
in any way, nor shall any option be subject to execution,  attachment or similar
process.

8.       No Right of Employment  or Contract.  Neither the grant nor exercise of
any option nor  anything in this Plan shall impose upon the  Corporation  or any
other  corporation  any  obligation  to employ or continue to employ or contract
with any optionee.  The right of the  Corporation  and any other  corporation to
terminate any employee or consultant shall not be diminished or affected because
an option has been granted to such employee or consultant.

9.       Term of Plan. This Plan is effective on the date the Plan is adopted by
the Board of Directors and options may be granted pursuant to the Plan from time
to time  within a period  of one (1) year  from  such  date,  or the date of any
required shareholder  approval required under the Plan, if earlier.  Termination
of the Plan shall not affect any option theretofore granted.

10.      Amendment of the Plan. The Board of Directors of the  Corporation  may,
subject to any required shareholder approval, suspend,  discontinue or terminate
the Plan,  or revise or amend it in any respect  whatsoever  with respect to any
shares of Stock at that time not subject to options.

11.      Application of Funds. The proceeds received by the Corporation from the
sale of Stock pursuant to options may be used for general corporate purposes.

12.      Reservation of Shares.  The Corporation,  during the term of this Plan,
shall at all times reserve and keep  available such number of shares of Stock as
shall be sufficient to satisfy the requirements of the Plan.

13.      No Obligation to Exercise  Option.  The granting of an option shall not
impose any obligation upon the optionee to exercise such option.

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         14.  Approval  of Board of  Directors.  The Plan shall not take  effect
until approved by the Board of Directors of the Corporation.

         15. Withholding Taxes. Notwithstanding anything else to the contrary in
this Plan or any Stock  Option  Agreement,  the  exercise of any option shall be
conditioned  upon  payment  by  such  optionee  in  cash,  or  other  provisions
satisfactory to the Committee,  including shares of Stock, of all local,  state,
federal or other withholding taxes applicable,  in the Committee's  judgment, to
the exercise or to later  disposition  of shares  acquired  upon  exercise of an
option.

16.      Parachute  Payments.  Any outstanding  option under the Plan may not be
accelerated to the extent any such acceleration of such option would, when added
to the  present  value of other  payments  in the nature of  compensation  which
becomes  due and  payable to the  optionee  would  result in the payment to such
optionee of an excess  parachute  payment  under  Section 280G of the Code.  The
existence of any such excess  parachute  payment shall be determined in the sole
and absolute discretion of the Committee.

17.      Securities Laws Compliance.  Notwithstanding anything contained herein,
the Corporation shall not be obligated to grant any option under this Plan or to
sell,  issue or effect  any  transfer  of any Stock  unless  such  grant,  sale,
issuance or transfer is at such time  effectively  (i) registered or exempt from
registration  under the Act and (ii) any other applicable state securities laws.
As a  condition  to  exercise  of any  option,  each  optionee  shall  make such
representations  as may be deemed  appropriate by counsel to the Corporation for
the Corporation to use any available  exemption from registration  under the Act
or any applicable state securities law.

18.      Restrictive  Legends.  The  certificates  representing the Stock issued
upon exercise of options  granted  pursuant to this Plan will bear the following
legends giving notice of  restrictions  on transfer under the Act and this Plan,
as follows:

(a) THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED
IN A TRANSACTION  WHICH WAS NOT REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER
OF THESE SHARES SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY
EFFECT TO ANY SUCH TRANSACTION  UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY
REGISTERED  UNDER THE ACT OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION
OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

                  (b)      Any  other  legends   required  by  applicable  state
                           securities laws as determined by the Committee.

19.      Notices.  Any  notice to be given  under the terms of the Plan shall be
addressed to the  Corporation in care of its Secretary at its principal  office,
and any notice to be given to an optionee shall be addressed to such optionee at
the  address  maintained  by the  Corporation  for such  person or at such other
address as the optionee may specify in writing to the Corporation.

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20.      Information.  The  Corporation  shall provide all  optionees  financial
statements at least annually.

         As adopted by the Board of Directors as of  December 17, 2004

                                Thorium Nuclear Energy Corporation
                                a Nevada corporation

                                By:   /s/ Steven Kessler
                                      ---------------------------
                                      Title: President












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