EXHIBIT 4
















































EXHIBIT 4.2











TARA MINERALS CORP.

NON-QUALIFIED STOCK
OPTION PLAN

(As Amended)







l.

Purpose.  This Non-Qualified Stock Option Plan (the
"Plan") is intended to advance the interests of Tara Minerals Corp. (the
“Company”) and its shareholders, by encouraging and enabling selected officers,
directors, consultants and key employees upon whose judgment, initiative and
effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by
ownership of its stock.  Options granted under the Plan are intended to be
Options which do not meet the requirements of Section 422 of the Internal
Revenue Code of 1954, as amended (the "Code").




2.

Definitions.




(a)

"Board" means the Board of Directors of the Company.




(b)

"Committee" means the directors duly appointed to administer the
Plan, or in the absence of a Committee, the Company’s Board of Directors.




(c)

"Common Stock" means the Company's Common Stock.




(d)

"Date
of Grant" means the date on which an Option is granted under the Plan.




(e)

"Option" means an Option granted under the Plan.




(f)

"Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.




(g)

"Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.




3.

Administration of Plan.  The Plan shall be
administered by the Company's Board of Directors or in the alternative, by a
committee of two or more directors appointed by the Board (the "Committee").
 If a Committee should be appointed, the Committee shall report all action
taken by it to the Board.  The Committee shall have full and final
authority in its discretion, subject to the provisions of the Plan, to determine
the individuals to whom and the time or times at which Options shall be granted
and the number of shares and purchase price of Common Stock covered by each
Option; to construe and interpret the Plan; to determine the terms and
provisions of the respective Option agreements, which need not be identical,
including, but without limitation, terms covering the payment of the Option
Price; and to make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan.  All such
actions and determinations shall be conclusively binding for all purposes and
upon all persons.





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4.

Common Stock Subject to Options.  The aggregate number
of shares of the Company's Common Stock which may be issued upon the exercise of
Options granted under the Plan shall not exceed 3,000,000.  The shares of
Common Stock to be issued upon the exercise of Options may be authorized but
unissued shares, shares issued and reacquired by the Company or shares bought on
the market for the purposes of the Plan.  In the event any Option shall,
for any reason, terminate or expire or be surrendered without having been
exercised in full, the shares subject to such Option but not purchased
thereunder shall again be available for Options to be granted under the
Plan.




5.

Participants.  Options may be granted under the Plan
to employees, directors and officers, and consultants or advisors to the Company
(or the Company’s subsidiaries), provided however that bona fide services shall
be rendered by such consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.




6.

Terms and Conditions of Options.  Any Option granted
under the Plan shall be evidenced by an agreement executed by the Company and
the recipient and shall contain such terms and be in such form as the Committee
may from time to time approve, subject to the following limitations and
conditions:




(a)

Option Price.  The Option Price per share with respect
to each Option shall be determined by the Committee.




(b)

Period of Option.  The period during which each option
may be exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.




(c)

Vesting of Shareholder Rights.  Neither an Optionee
nor his successor shall have any rights as a shareholder of the Company until
the certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.




(d)

Exercise of Option.  Each Option shall be exercisable
from time to time during a period (or periods) determined by the Committee and
ending upon the expiration or termination of the Option; provided, however, the
Committee may, by the provisions of any Option Agreement, limit the number of
shares purchaseable thereunder in any period or periods of time during which the
Option is exercisable.




(e)

Nontransferability of Option.  No Option shall be
transferable or assignable by an Optionee, otherwise than by will or the laws of
descent and distribution and each Option shall be exercisable, during the
Optionee's lifetime, only by him.  No Option shall be pledged or
hypothecated in any way and no Option shall be subject to execution, attachment,
or similar process except with the express consent of the Committee.




(f)

Death of Optionee.  If an Optionee dies while holding
an Option granted hereunder, his Option privileges shall be limited to the
shares which were immediately purchasable by him at the date of death and such
Option privileges shall expire unless exercised by his successor within four
months after the date of death.








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7.

Reclassification, Consolidation, or Merger.  If and to
the extent that the number of issued shares of Common Stock of the Corporation
shall be increased or reduced by change in par value, split up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to Option and the Option price per share shall be
proportionately adjusted by the Committee, whose determination shall be
conclusive.  If the Corporation is reorganized or consolidated or merged
with another corporation, an Optionee granted an Option hereunder shall be
entitled to receive Options covering shares of such reorganized, consolidated,
or merged company in the same proportion, at an equivalent price, and subject to
the same conditions.  The new Option or assumption of the old Option shall
not give Optionee additional benefits which he did not have under the old
Option, or deprive him of benefits which he had under the old Option.




8.

Restrictions on Issuing Shares.  The exercise of each
Option shall be subject to the condition that if at any time the Company shall
determine in its discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any securities exchange
or under any state or federal law, or that the consent or approval of any
regulatory body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares purchased thereto,
then in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company.




Unless
the shares of stock covered by the Plan have been registered with the Securities
and Exchange Commission pursuant to Section 5 of the Securities Act of l933,
each optionee shall, by accepting an option, represent and agree, for himself
and his transferrees by will or the laws of descent and distribution, that all
shares of stock purchased upon the exercise of the option will be acquired for
investment and not for resale or distribution.  Upon such exercise of any
portion of an option, the person entitled to exercise the same shall, upon
request of the Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to the effect that the shares of stock are
being acquired in good faith for investment and not for resale or distribution.
 Furthermore, the Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock purchased upon exercise of options
indicating that such shares have not been registered with the Securities and
Exchange Commission and may so notify the Company's transfer agent.  Such
shares may be disposed of by an optionee in the following manner only: (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an applicable exemption from registration as indicated in a
written opinion of counsel acceptable to the Company, or (3) in a transaction
that meets all the requirements of Rule l44 of the Securities and Exchange
Commission.  If shares of stock covered by the Plan have been registered
with the Securities and Exchange Commission, no such restrictions on resale
shall apply, except in the case of optionees who are directors, officers, or
principal shareholders of the Company.  Such persons may dispose of shares
only by one of the three aforesaid methods.




9.

Use
of Proceeds.  The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate
purposes.




10.

Amendment, Suspension, and Termination of Plan.  The
Board of Directors may alter, suspend, or discontinue the Plan at any time.








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Unless the Plan shall theretofore have been terminated by the Board, the Plan
shall terminate ten years after the effective date of the Plan.  No Option
may be granted during any suspension or after the termination of the Plan.
 No amendment, suspension, or termination of the Plan shall, without an
Optionee's consent, alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.




11.

Limitations.  Every right of action by any person
receiving options pursuant to this Plan against any past, present or future
member of the Board, or any officer or employee of the Company arising out of or
in connection with this Plan shall, irrespective of the place where such action
may be brought and irrespective of the place of residence of any such director,
officer or employee cease and be barred by the expiration of one year from the
date of the act or omission in respect of which such right of action arises.




12.

Governing Law.  The Plan shall be governed by the laws
of the State of Nevada.




13.

Expenses of Administration.  All costs and expenses
incurred in the operation and administration of this Plan shall be borne by the
Company.









































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