EXHIBIT 4.2

                           LS CAPITAL CORPORATION

                   YEAR 2000 CONSULTANT COMPENSATION PLAN

1.       Purpose

         The Year 2000 Consultant  Compensation Plan (the "Plan") is intended to
promote  the  interests  of  LS  Capital   Corporation   and  its   subsidiaries
(collectively the  "Corporation")  by offering those outside  consultants of the
Corporation  who assist in the  development  and success of the  business of the
Corporation,  the opportunity to participate in a compensation  plan designed to
reward  them for their  services  and to  encourage  them to continue to provide
services to the Corporation.

2.       Definitions

         For all  purposes  of this Plan,  the  following  terms  shall have the
following meanings:

         "Common  Stock" means LS Capital  Corporation  common  stock,  $.01 par
value.

         "Conditional  Shares"  means shares of Common Stock  awarded under this
Plan subject to conditions  imposed by the Committee (as defined  herein) or the
conditions set forth in Section 6.2 or both.

         "Discounted  Purchase  Shares"  means shares of Common Stock sold under
this Plan at a discount from the Common Stock's then current market price.

         "LS Capital" means LS Capital Corporation, a Delaware corporation.

         "Subsidiary"  means any company of which LS Capital  Corporation  owns,
directly or indirectly, the majority of the combined voting power of all classes
of stock.

         "Unconditional  Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.

3.       Administration

         The Plan shall be administered by a committee (the  "Committee") of not
less than two  directors of LS Capital  selected by, and serving at the pleasure
of, LS Capital's Board of Directors (the "LS Capital Board").

         LS Capital or any Subsidiary will recommend to the Committee persons to
whom shares may be awarded or may be sold at a  discount.  The  Committee  shall
make all final  decisions  with  respect to the persons to whom awards  shall be
granted  or stock  shall be sold at a discount  ("Participants"),  the number of
shares  that shall be covered by each award or sale,  the time or times at which
awards shall be granted or sales shall be made,  the timing of when awards shall
vest,  the  percentage  from the then current  market price that any shares sold
shall be discounted, the terms and provisions of the instruments by which awards
or  sales  shall  be  evidenced,   the   interpretation  of  the  Plan  and  all
determinations necessary or advisable for its administration.

4.       Eligibility

         Only individuals who are outside consultants,  or directors,  officers,
partners or employees of outside  consultants,  of LS Capital or any  Subsidiary
shall be granted awards or shall be permitted to purchase shares at a discount.

5.       Stock Subject to the Plan

         The stock, which may be awarded or sold pursuant to this Plan, shall be
shares of Common  Stock.  When shares of Common  Stock are  awarded or sold,  LS
Capital may award or sell  authorized but unissued  Common Stock,  or LS Capital
may  award  or  sell  issued  Common  Stock  held in its  treasury.  Each of the
respective  boards of LS Capital and all  Subsidiaries  involved in the award or
sale will fund the Plan to the extent so  required to provide  Common  Stock for
the benefit of  Participants.  The total  number of shares of Common Stock which
may be granted or sold under this Plan shall not exceed 10,000,000 shares in the
aggregate.  Any shares awarded and later forfeited are again subject to award or
sale under the Plan.

6.       Share Awards and Sales

         6.1      Grant of Share Awards and Sale of Discounted Purchase Shares

                  The Committee may award to Participants  Unconditional  Shares
and  Conditional  Shares.  The Committee  will  determine  for each  Participant
selected to be awarded  Unconditional  Shares and Conditional Shares the time or
times when  Unconditional  Shares or Conditional Shares shall be awarded and the
number of shares of Common Stock to be covered by each  Unconditional  Shares or
Conditional Share award. Unless expressly specified as Conditional Shares by the
Committee,  all  shares  of  Common  Stock  awarded  under  this  Plan  shall be
Unconditional  Shares.  No Unconditional  Shares or Conditional  Shares shall be
awarded  unless LS Capital (in the judgement of the Committee) has received from
the  Participant  either (a) a full  performance  of the  services for which the
Unconditional  Shares or  Conditional  Shares  are being  awarded,  or (b) (i) a
partial  performance  of the  services  for  which the  Unconditional  Shares or
Conditional  Shares are being awarded and the value of such partial  performance
(in the judgement of the Committee) equals or exceeds the aggregate par value of
the Unconditional  Shares or Conditional Shares to be awarded and (ii) a binding
obligation  from the  Participant  to provide in the future the remainder of the
services  for which the  Unconditional  Shares or  Conditional  Shares are being
awarded.  In addition to awarding  Unconditional  Shares and Conditional Shares,
the Committee may sell to Participants  Discounted Purchase Shares, for purchase
prices at such discounts from the then current market price of the Common Stock,
and upon such terms and conditions, as the Committee shall determine.

         6.2      Conditions

                  Shares  of  Common  Stock  issued  to  a   Participant   as  a
Conditional Shares award will be subject to the following  conditions as well as
all other conditions imposed by the Committee ("Share Conditions"):

                  (a) Except as set forth in  Paragraphs  6.4 and 6.5,  if Share
         Conditions are not satisfied,  Conditional Shares will be forfeited and
         returned  to LS Capital or, in the event such  Conditional  Shares were
         provided to the  Participant  from shares of Common Stock  purchased by
         the  Subsidiary,  then the  Conditional  Shares will be returned to the
         Subsidiary.  In either  case,  all  rights of the  Participant  to such
         Conditional  Shares will terminate without any payment of consideration
         by  LS  Capital  or  the  Subsidiary  with  which  the  Participant  is
         associated,  unless the Participant  maintains his association  with LS
         Capital or a Subsidiary  for the period of time (if any)  determined by
         the Committee.

                  (b) During the condition period ("Condition  Period") relating
         to a Conditional Share award, none of the Conditional Shares subject to
         such award may be sold,  assigned,  bequeathed,  transferred,  pledged,
         hypothecated or otherwise disposed of in any way by the Participant.

                  (c) The Committee may require the Participant to enter into an
         escrow   agreement   providing  that  the   certificates   representing
         Conditional  Shares sold or granted pursuant to the Plan will remain in
         the physical  custody of LS Capital or the applicable  Subsidiary or an
         escrow holder during the Condition Period.

                  (d)  Certificates  representing  Conditional  Shares  sold  or
         granted  pursuant to the Plan may bear a legend  making an  appropriate
         reference to the conditions imposed on the Conditional Shares.

                  (e)  The  Committee   may  impose  other   conditions  on  any
         Conditional  Shares  issued  pursuant  to  the  Plan  as  it  may  deem
         advisable,  including  without  limitations,   restrictions  under  the
         Securities Act of 1933, as amended, under the requirements of any stock
         exchange  upon  which  such  share or shares of the same class are then
         listed and under any state  securities  laws or other  securities  laws
         applicable to such shares.

         6.3      Rights of a Stockholder

                  Except as set forth in Paragraph  6.2(b),  the  recipient of a
Conditional  Share  award  will have all of the  rights of a  stockholder  of LS
Capital with respect to the Conditional Shares,  including the right to vote the
Conditional Shares and to receive all dividends or other distributions made with
respect to the Conditional Shares.

         6.4      Lapse of Conditions

                  In  the  event  of  the   termination   of  association  of  a
Participant  during  the  Condition  Period by reason of death,  disability,  or
termination of association,  the Committee may, at its discretion,  remove Share
Conditions on Conditional Shares.

                  Conditional  Shares to which the Share  Conditions have not so
lapsed  will be  forfeited  and  returned  to the  Corporation  as  provided  in
Paragraph 6.2(a).

         6.5      Lapse of Conditions at Discretion of the Committee

                  The Committee  may shorten the Condition  Period or remove any
or all Share  Conditions  if, in the  exercise of its  absolute  discretion,  it
determines  that such action is in the best  interests  of the  Corporation  and
equitable to the Participant..

         6.6      Listing and Registration of Shares

                  LS Capital  may, in its  reasonable  discretion,  postpone the
issuance  and/or delivery of any shares of Common Stock awarded or sold pursuant
to this Plan until completion of stock exchange  listing,  or  registration,  or
other qualification of such shares under any law, rule or regulation.

         6.7      Designation of Beneficiary

                  A  Participant   may,  with  the  consent  of  the  Committee,
designate a person or persons to receive,  in the event of death,  any shares of
Common Stock to which such Participant  would then be entitled  pursuant to this
Plan. Such  designation will be made upon forms supplied by and delivered to the
Committee  and may be revoked in writing by the  Participant.  If a  Participant
fails  effectively to designate a beneficiary,  then such  Participant's  estate
will be deemed to be the beneficiary.

7.       Capital Adjustments

         The  number and  consideration  of Common  Stock  covered by each award
granted or each sale under this Plan and the total  number of shares that may be
granted or sold  under the Plan shall be  proportionally  adjusted  to  reflect,
subject to any required  action by  stockholders,  any stock  dividend or split,
recapitalization,  merger, consolidation, spin-off, reorganization,  combination
or exchange of shares or other similar corporate change.


<PAGE>


8.       Change of Control

         Notwithstanding  the  provisions of Section 7, in the event of a change
of control,  all Share  Conditions  on all  Conditional  Shares will lapse.  For
purposes of this plan,  a "Change of  Control" of LS Capital  shall be deemed to
have  occurred at such time as (a) any "person" (as that term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934), becomes the "beneficial
owner"  (as  defined  in Rule  13d-3  under  the  foregoing  act),  directly  or
indirectly, of securities of LS Capital representing 30% or more of the combined
voting power of LS Capital's outstanding  securities ordinarily having the right
to vote at the election of directors;  or (b)  individuals who constitute the LS
Capital Board on the date hereof (the  "Incumbent  Board") cease for any reasons
to constitute at least a majority  thereof,  provided that any person becoming a
director subsequent to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or whose nomination or
election was  approved by a majority of the LS Capital  Board  serving  under an
Incumbent Board, shall be, for purposes of this clause (b),  considered as if he
or she were a member of the Incumbent  Board;  or (c) merger,  consolidation  or
sale of all or  substantially  all the assets of LS Capital occurs,  unless such
merger  or  consolidation  shall  have  been  affirmatively  recommended  to  LS
Capital's  stockholders  by a majority of the  Incumbent  Board;  or (d) a proxy
statement  soliciting proxies from stockholders of LS Capital,  by someone other
than the current management of LS Capital seeking stockholder approval of a plan
of  reorganization,  merger  or  consolidation  of LS  Capital  with one or more
corporations  as a result  of  which  the  outstanding  shares  of LS  Capital's
securities  are actually  exchanged  for or  converted  into cash or property or
securities  not  issued  by LS  Capital  unless  the  reorganization,  merger or
consolidation  shall  have  been  affirmatively   recommended  to  LS  Capital's
stockholders by a majority of the Incumbent Board.

9.       Approvals

         The issuance of shares  pursuant to this Plan is expressly  conditioned
upon obtaining all necessary  approvals from all regulatory  agencies from which
approval is required.

10.      Effective Date of Plan

         The effective date of the Plan is January 27, 2000.

11.      Term and Amendment of Plan

         This Plan  shall  expire on January  27,  2010  (except to  Conditional
Shares  outstanding  on that date).  LS Capital Board may terminate or amend the
Plan in any respect at any time,  except no action of the LS Capital Board,  the
Committee or LS Capital's  stockholders,  however, may, without the consent of a
Participant,  alter or impair such  Participant's  rights under any  Conditional
Shares previously granted.

12.      No Right of Association

         Neither  the action of LS Capital in  establishing  this Plan,  nor any
action taken by any LS Capital Board or any Subsidiary or the Committee, nor any
provision of the Plan  itself,  shall be construed to limit in any way the right
of LS Capital to terminate a Participant's  association  with the Corporation at
any time.

13.      Withholding Taxes

         LS Capital or any  Subsidiary,  as applicable,  shall have the right to
deduct  withholding taxes from any payments made pursuant to the Plan or to make
such other  provisions  as it deems  necessary  or  appropriate  to satisfy  its
obligations to withhold  federal,  state or local income or other taxes incurred
by reason of payment or the  issuance of Common  Stock under the Plan.  Whenever
under the Plan,  Common  Stock is to be delivered  upon  vesting of  Conditional
Shares,  the  Committee  shall be entitled to require as a condition of delivery
that  the  Participant  remit  or  provide  for  the  withholding  of an  amount
sufficient to satisfy all federal,  state and other  government  withholding tax
requirements related thereto.

14.      Plan not a Trust

         Nothing  contained in the Plan and no action taken pursuant to the Plan
shall  create or be  construed  to create a trust of any  kind,  or a  fiduciary
relationship,  between  the  Corporation  and  any  Participant,  the  executor,
administrator  or other personal  representative,  or designated  beneficiary of
such  Participant,  or  any  other  persons.  If  and to  the  extent  that  any
Participant  or such  Participant's  executor,  administrator  or other personal
representative, as the case may be, acquires a right to receive any payment from
the  Corporation  pursuant to the Plan,  such right shall be no greater than the
right of an unsecured general creditor of the Corporation.

15.      Notices

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices  required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address  given
to the  Committee  by such  person  and mailed by regular  United  States  mail,
first-class  and  prepaid.  If any item  mailed to such  address is  returned as
undeliverable to the addressee,  mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or  notification  if such notice is not required under
the terms of the Plan or any applicable law.

16.      Severability of Provisions

         If any provisions of this Plan shall be held invalid or  unenforceable,
such  invalidity  or  unenforceability  shall not  affect  any other  provisions
hereof,  and this Plan shall be construed and enforced as if such provisions had
not been included.

17.      Payment to Minors, etc.

         Any benefit  payable to or for the benefit of a minor,  an  incompetent
person or other person  incapable of  receipting  therefor  shall be deemed paid
when  paid to such  person's  guardian  or the  party  providing  or  reasonably
appearing to provide for the care of such person,  and such payment  shall fully
discharge the Committee, the LS Capital Board, the Corporation and other parties
with respect thereto.

18.      Headings and Captions

         The  headings  and  captions  herein are  provided  for  reference  and
convenience  only,  shall not be considered  part of the Plan,  and shall not be
employed in the construction of the Plan.

19.      Controlling Law

         This Plan shall be construed and enforced  according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.


<PAGE>


20.      Enforcement of Rights

         In the event the  Corporation or a Participant is required to bring any
action  to  enforce  the  terms of this  Plan,  the  prevailing  party  shall be
reimbursed by the non-prevailing  party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.