Exhibit 4.2

                            CORONADO INDUSTRIES, INC.

                        2001 MANAGEMENT STOCK OPTION PLAN

     I.   PURPOSE

          This  2001  Management  Stock  Option  Plan  is  intended  to  aid  in
maintaining and developing strong management  through  encouraging the ownership
of common stock of Coronado Industries,  Inc. by employees of and consultants to
the   Corporation   through   stimulating   their  efforts  by  giving  suitable
recognition,  in addition to salaries and bonuses, to their ability and industry
which  contribute  materially  to  the  success  of the  Corporation's  business
interests.

     II.  DEFINITIONS

          In this Plan, except where the context  otherwise  clearly  indicates,
the following definitions apply:

          (1) "Board" means the Board of Directors of the Corporation.

          (2) "Corporation"    means   Coronado   Industries,   Inc.,  a  Nevada
corporation,  or any entity that,  directly or  indirectly,  through one or more
intermediaries,  controls,  is  controlled  by or is under  common  control with
Coronado Industries, Inc.

          (3) "Date of Grant"  means  the date on which the Board  approves  the
grant of the Option under this Plan to the Optionee.

          (4) "Incentive  Stock Option" means any Option granted under this Plan
which complies with the provisions of Section 422A of the Internal  Revenue Code
of 1986, as amended from time to time (herein called the "Code").

          (5) "Key Employee" means any employee who is an officer or is employed
in a managerial,  professional  or other key position  (including  directors who
provide services beyond the normal activities of a director); provided, however,
the term "Key  Employee"  shall not include  any  employee  (hereinafter  called
"Shareholder  Employee") of the Corporation who, at the date of grant, owns more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Corporation (or its parent or subsidiary,  if applicable).  For the
purposes of this  limitation,  an employee  shall be considered as owning Shares
owned  directly  or  indirectly  by or for his  brothers  and  sisters,  spouse,
ancestors and lineal  descendants;  and stock owned directly or indirectly by or
for a  corporation,  partnership,  estate or trust shall be  considered as being
owned proportionately by or for its shareholders, partners or beneficiaries.
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          (6)  "Non-Qualified  Stock Option" means any Option granted under this
Plan which does not qualify in whole or in part as an  "incentive  stock option"
under the provisions of Section 422A of the Code.

          (7) "Option" means a common stock option granted pursuant to the Plan.

          (8) "Optionee"  means a person or entity to whom a common stock option
is granted under this Plan, including, but not limited to, a Key Employee.

          (9) "Plan" means this 2001 Management Stock Option Plan.

          (10) "Share"  means a share of the $.001 par value common stock of the
Corporation  that has been  previously  authorized  but unissued,  or issued and
reacquired by the Corporation.

          (11) "Value" means the arithmetic mean between the bid and asked price
published by the National Association of Securities Dealers,Inc.  (or registered
securities  exchange  or NASDAQ,  if  appropriate)  of the Shares on the date of
grant, or if not available for that day, then the next earliest preceding day in
which the price is  available.  If the Shares should become listed on a national
registered  securities  exchange,  then the Value shall be the reported  closing
price for the day in question.  In all other cases,  the Value shall be the fair
market value determined by the method the Board deems reasonable. Value shall be
determined  without  regard  to  securities  law  restrictions,   or  any  other
restriction which by its terms will lapse.

     III. TERM OF PLAN

          This Plan shall become  effective  upon its adoption by the Board.  It
shall continue in effect for a term of ten years unless sooner  terminated under
Article XII.  This Plan shall remain in effect after its term for the purpose of
administration  of any Option  granted  pursuant  to its  provisions.  No Option
granted  during the term of the Plan shall be  adversely  affected by the end of
the term of this Plan.  Options must be granted  within ten years of the date on
which the Plan is adopted or the date the Plan is approved by the  stockholders,
whichever is earlier.

     IV.  SHARES TO BE OPTIONED

          The maximum number of Shares which may be optioned and sold under this
Plan is 2,963,500  Shares. If Options granted under this Plan shall terminate or
expire  without  being wholly  exercised,  new Options may be granted under this
Plan  covering  the number of Shares to which  such  termination  or  expiration
relates.

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     V.   ADMINISTRATION OF THE PLAN

          The Plan  shall be  administered  by the  Board  of  Directors  of the
Corporation, or a committee of Board members, if such is appointed.

     VI.  INCENTIVE STOCK OPTIONS

          One or more  Incentive  Stock  Options may be granted to any  Optionee
under this Plan. Each Incentive Stock Option granted under this Article VI shall
be subject to the  following  conditions  except as  provided  in Article  VI(7)
below:

          (1) The aggregate  Value  (determined at the time the Incentive  Stock
Option is  granted)  of the  Shares  for which any Key  Employee  may be granted
Incentive  Stock Options in any calendar  year under all Incentive  Stock Option
plans of the Corporation shall not exceed $100,000.

          (2) The Option price shall be at least one hundred  percent  (100%) of
the Value of the Share at the date of  grant;  or, in the case of a  Shareholder
Employee  as defined in Article  II(5),  the Option  price shall be at least one
hundred ten percent (110%) of the Value of the Share at the Date of Grant.

          (3) During the Optionee's  lifetime,  Incentive  Stock Options granted
under this Article VI may not be sold,  pledged,  assigned or transferred in any
manner, and may be exercised during lifetime only by the Optionee. Any Incentive
Stock Option that is exercisable  after the  Optionee's  death is exercisable by
the person or persons to whom his rights  under the Option  shall have passed by
will or the laws of descent and distribution.

          (4) Each Incentive Stock Option granted under this Article VI shall be
exercised during the period beginning one year from the Date of Grant and ending
on the ten (10) year anniversary of the Date of Grant; provided, however, that a
Shareholder  Employee as defined in Article II(5) must  exercise each  Incentive
Stock Option during the period  beginning one year from Date of Grant and ending
on the five (5) year anniversary of the Date of Grant.

          (5) An Incentive  Stock Option shall be exercised  when written notice
of such exercise is given to the Corporation at its principal business office by
the Optionee and full payment for the Shares with respect to which the Option is
exercised has been received by the Corporation. Until the Incentive Stock Option
is properly  exercised and the exercise price paid to the Corporation,  no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with respect to the optioned Shares  notwithstanding the exercise of the Option.

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No  adjustment  will be made for a dividend or other rights for which the record
date is prior to the date that the stock certificate is issued.  Payment for the
Shares shall be made with cash,  previously acquired Shares having a Value equal
to the Option price, or previously  acquired Shares having a Value less than the
Option price,  plus cash. Upon exercise of an Incentive Stock Option and payment
of the purchase price,  the  Corporation  shall promptly issue the Shares to the
Optionee.

          (6) In the event an Optionee who is an Employee of the Corporation who
during his lifetime ceases to be employed by the Corporation for any reason, any
Incentive  Stock  Option or  unexercised  portion  thereof  which was  otherwise
exercisable  on the  date of  termination  of  employment  shall  expire  unless
exercised  within a period  of three  (3)  months  from the date his  employment
terminates, but in no event later than ten (10) years from the Date of Grant. In
the event of the death of an Optionee  (who is an  employee of the  Corporation)
during the three (3) month period,  the Incentive  Stock Option may be exercised
by the person or persons to whom his rights  under the Option  passed by will or
laws of descent and  distribution  to the same extent and during the same period
that the  Optionee  could have  exercised  the  Incentive  Stock  Option had the
Optionee not died. If an Optionee dies while  employed by the  Corporation,  any
Option or  unexercised  portion  thereof which was otherwise  exercisable at the
time of the Optionee's  death may be exercised  within twelve (12) months of the
Optionee's  death,  but in no event  later  than ten (10) years from the Date of
Grant,  by the person or persons to whom his rights  under the Option  passed by
will or laws of  descent of  distribution.  In the event an  Optionee  who is an
Employee of the Corporation ceases to be employed by the Corporation  because he
has become "disabled" as defined by Section 22(e)3 of the Internal Revenue Code,
as amended, such Optionee may exercise any Option or unexercised portion thereof
within 12 months from the date his employment terminates,  but in no event later
than ten (10) years from the Date of Grant. An Optionee's  continuous employment
shall  not  be  deemed  interrupted  by a  leave  of  absence  approved  by  the
Corporation.

          (7) All of the above notwithstanding,  in the event that any Incentive
Stock  Option  granted  under this  Article VI fails to qualify as an  incentive
stock option as defined in Section 422A of the Internal Revenue Code of 1954, as
amended, for any reason whatsoever,  such option shall automatically,  effective
as of the date of grant, be a Non-qualified Stock Option, with the same exercise
terms as originally  granted except that all  limitations  herein which apply to
qualification as an Incentive Stock Option,  including but not limited to, terms
concerning employment and valuation, shall be inapplicable.

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     VII. NON-QUALIFIED STOCK OPTIONS

          One or more Non-qualified Stock Options may be granted to any Optionee
under this Plan. Each Non-qualified  Stock Option granted under this Article VII
shall be subject to the following conditions:

          (1) The  number  of  Shares  which  may be  acquired  pursuant  to any
Non-qualified Stock Option or Options granted to an Optionee during any calendar
year shall not exceed 750,000 Shares.

          (2) The Option  price  shall be at least  fifty  percent  (50%) of the
Value of the Share at the Date of Grant.

          (3)  During  the  Optionee's  lifetime,  Non-qualified  Stock  Options
granted under this Article VII may not be sold, pledged, assigned or transferred
in any manner,  and may be exercised during the Optionee's  lifetime only by the
Optionee.  Any  Option  that  is  exercisable  after  the  Optionee's  death  is
exercisable  by the person or persons to whom his rights  under the Option shall
have passed by will or the laws of descent and distribution.

          (4) Each  Non-qualified  Stock Option  granted  under this Article VII
shall be exercised  during the period  beginning on the Date of Grant and ending
on the ten (10) year anniversary of the Date of Grant.

          (5) A  Non-qualified  Stock  Option  shall be  exercised  when written
notice of such exercise is given to the  Corporation  at its principal  business
office by the Optionee and full payment for the Shares with respect to which the
option is exercised has been received by the Corporation.  Until the issuance of
the stock  certificates,  no right to vote or to receive  dividends or any other
rights  as a  stockholder  shall  exist  with  respect  to the  optioned  Shares
notwithstanding  the exercise of the Option.  No  adjustment  will be made for a
dividend or other rights for which the record date is prior to the date that the
stock  certificate  is issued.  Payment for the Shares  shall be made with cash,
previously  acquired  Shares  having  a Value  equal  to the  Option  price,  or
previously acquired Shares having a Value less than the Option price, plus cash.
Upon exercise of  Non-qualified  Stock Option and payment of the purchase price,
the Corporation shall promptly issue the Shares to the Optionee.

          (6) In the event an Optionee who is an Employee of the Corporation who
during his lifetime ceases to be employed by the Corporation for any reason, any
Non-qualified  Stock Option or unexercised  portion  thereof which was otherwise
exercisable  on the  date of  termination  of  employment  shall  expire  unless
exercised  within a period  of three  (3)  months  from the date his  employment
terminates, but in no event later than ten (10) years from the Date of Grant. In
the event of the death of an Optionee  (who is an  employee of the  Corporation)

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during  the  three (3) month  period,  the  Non-qualified  Stock  Option  may be
exercised by the person or persons to whom his rights under the Option passed by
will or laws of descent and  distribution to the same extent and during the same
period that the Optionee could have exercised the Non-qualified Stock Option had
the Optionee not died.  If an Optionee dies while  employed by the  Corporation,
any  Non-qualified  Stock  Option  or  unexercised  portion  thereof  which  was
otherwise  exercisable  at the time of the  Optionee's  death  may be  exercised
within twelve (12) months of the  Optionee's  death,  but in no event later than
ten (10)  years  from the Date of Grant,  by the  person or  persons to whom his
rights under the Option  passed by will or laws of descent or  distribution.  An
Optionee's  continuous  employment shall not be deemed interrupted by a leave of
absence approved by the Corporation.

     VIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

          Whenever a stock  split or stock  dividend  occurs,  (1) the number of
Shares that can thereafter be purchased,  and the Option price per Share,  under
each Option that has been  granted  under this Plan and not  exercised,  and (2)
every  number of Shares  used in  determining  whether  a  particular  Option is
grantable thereafter, shall be appropriately adjusted.

     IX.  CORPORATE TRANSACTIONS

          (1) If the  Corporation  is dissolved or  liquidated,  or is merged or
consolidated  into or with  another  corporation,  other  than  by a  merger  or
consolidation  in which  the  Company  is the  surviving  corporation,  the then
exercisable  and  unexercised  Options  granted under the Plan may or may not be
exercisable  after  the  date  of  such  dissolution,   liquidation,  merger  or
consolidation,  as  determined  by the Board at the time of such event or at the
Date of Grant of the Option.

          (2)   Notwithstanding  any  provision  of  this  Plan,  the  Board  is
authorized  to take  such  action  upon the Date of Grant of an Option or at any
time  thereafter as it  determines  to be necessary or  advisable,  and fair and
equitable to  Optionees,  with respect to Options held by Optionees in the event
of a sale or transfer of all or substantially  all of the Company's  assets,  or
merger  or  consolidation  (other  than a merger or  consolidation  in which the
Company  is the  surviving  corporation  and no  shares  are  converted  into or
exchanged  for  securities,  cash or any other thing of value).  Such action may
include (but is not limited to) the following:

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               (a) Accelerating the  exercisability  of any Option to permit its
exercise  in full during such  period as the  Committee  in its sole  discretion
shall  prescribe  following  the public  announcement  of a sale or  transfer of
assets or merger or consolidation.

               (b) Permitting an Optionee, at any time during such period as the
Committee in its sole discretion  shall prescribe  following the consummation of
such a merger,  consolidation  or sale or transfer of assets,  to surrender  any
Option (or any portion thereof) to the Company for cancellation.

               (c)   Requiring  any   Optionee,   at  any  time   following  the
consummation of such a merger,  consolidation or sale or transfer of assets,  if
required by the terms of the  agreements  relating  thereto,  to  surrender  any
Option (or any portion thereof) to the Company in return for a substitute Option
which is issued by the corporation surviving such merger or consolidation or the
corporation  which acquired such assets (or by an affiliate of such corporation)
and which the Committee,  in its sole discretion,  determines to have a value to
the Optionee substantially equivalent to the value to the Optionee of the Option
(or portion thereof) so surrendered.

          (4) Subject to any action which the Committee may take pursuant to the
provisions of this Article X, in the event of any merger,  consolidation or sale
or  transfer  of  assets  referred  to in this  Article  X,  upon  any  exercise
thereafter of an Option,  and Optionee  shall,  at no additional cost other than
payment of the Option price,  be entitled to receive in lieu of Shares,  (i) the
number and class of Shares or other  security,  or (ii) the  amount of cash,  or
(iii)  property,  or (iv) a combination of the foregoing,  to which the Optionee
would have been entitled pursuant to the terms of such merger,  consolidation or
sale or transfer of assets,  if immediately  prior thereto the Optionee had been
the holder of record of the number of Shares for which such  Option  shall be so
exercised.

     X.   ADDITIONAL  PROVISIONS APPLICABLE TO OPTIONS AND CERTAIN POWERS OF THE
          BOARD

          The Board, in addition to any other powers granted it hereunder, shall
have the power, subject to the express provisions of the Plan:

          (1) To determine the provisions of the  respective  Options other than
those provisions  expressly stated or limited herein, which terms and provisions
may be set forth in Option agreements:

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          (2) Without  limiting the generality of the  foregoing,  to provide in
Option agreements, in its discretion:

               (a) For an agreement  by the  Optionee to render  services to the
Corporation  upon  such  terms  and  conditions  as  shall be  specified  in the
agreement.

               (b) For restrictions on the transfer, sale, or disposition of the
stock to be issued to the Optionee upon the exercise of his Option.

          (3) To require, whether or not provided for in the pertinent Option or
Option  agreement of any person  exercising an Option granted under the Plan, at
the time of such  exercise,  the  execution  of any  paper or the  making of any
representation  or the giving of any  commitment  when the Board  shall,  in its
discretion,  deem necessary or advisable by reason of the securities laws of the
United States or of any State.

          (4) To amend Options  previously  granted and  outstanding  under this
Plan, but no amendment to any Option agreement shall be made without the consent
of the Optionee if such amendment  would adversely  affect the Optionee;  and no
amendment shall be made to any Option  agreement which would cause the inclusion
therein of any term or provisions  inconsistent with the Plan or Section 422A of
the Internal Revenue Code, as amended (if applicable).

          (5) To grant Options  after the date the Plan is adopted  provided the
Options  granted  are  specifically  contingent  upon  approval  of this Plan by
holders of a majority of the Corporation's outstanding common stock.

     XI.  POWER TO AMEND OR TERMINATE THE PLAN

          (1) The Board may terminate  this Plan at any time, or amend or modify
the  Plan  without  shareholder  approval  in such  respects  as it  shall  deem
advisable in order that Options  granted to Key  Employees  shall be  "Incentive
Stock Options" as defined in Section 422A of the Internal  Revenue Code of 1954,
as  amended,  or to conform to any change in the law, or in order to comply with

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the  provisions  of any  rule or  regulations  of the  Securities  and  Exchange
Commission or other applicable  governmental  agency required to exempt the Plan
or any  transactions  under this Plan from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or in any other respect which shall
not be inconsistent  with the provisions of Section 422A of the Internal Revenue
Code of 1954,  as amended,  or Section 16(b) of the  Securities  Exchange Act of
1934, as amended.

          (2) The Board may  terminate  this  Plan.  Any  termination  shall not
affect stock options  already granted as those Options shall remain in force and
effect  as if  this  Plan  had  not  been  terminated.  The  termination  or any
modification  or  amendment  of this Plan shall not,  without the consent of the
Optionee, affect his rights under an Option previously granted to him.

          (3) Only with shareholder approval can the Board amend the Plan in the
following areas:

               (a)   Increasing  the  maximum  number  of  Shares  that  may  be
effectively  optioned,  otherwise  than  through  the  making  of an  adjustment
pursuant to Article IX.

               (b) Changing the class of employees eligible for Options.

               (c) Decreasing the prices at which previously granted Options may
be exercised.

     XII. STOCKHOLDER APPROVAL

          This Plan shall become  effective  upon receipt by the  Corporation of
approval  from the  holders of a majority  of the shares of common  stock of the
Corporation  entitled to vote thereon.  This Plan shall not be effective  unless
such consents are obtained within twelve (12) months before or after the Plan is
adopted.


                                        CORONADO INDUSTRIES, INC.

ATTEST:
                                        By: /s/ Gary R. Smith
                                            ------------------------------------
                                            Gary R. Smith, President
/s/ G. Richard Smith
---------------------------
G. Richard Smith, Secretary

Date Approved By Shareholders: January __, 2002

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