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Exhibit 4.2

               PAVING STONE CORPORATION
2003 NON-EMPLOYEE DIRECTORS AND CONSULTANTS STOCK PLAN


1.  Introduction.  This  Plan  shall  be  known  as  "PAVING  STONE  CORPORATION
Non-Employee Directors and Consultants Stock Plan" is hereinafter referred to as
the "Plan." The purposes of this Plan are to enable PAVING STONE CORPORATION,  a
Nevada corporation (the "Company"),  to promote the interests of the Company and
its  stockholders  by  attracting  and  retaining   non-employee  Directors  and
Consultants  capable of  furthering  the future  success of the  Company  and by
aligning  their  economic  interests  more closely  with those of the  Company's
stockholders,  by  paying  their  retainer  or fees in the form of shares of the
Company's common stock, par value $0.00001 per share (the "Common Stock").

2. Definitions The following terms shall have the meanings set forth below:
   -----------

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

         "Change  of  Control"  has the  meaning  set forth in  Paragraph  12(d)
hereof.

         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and the
rules and  regulations  thereunder.  References  to any provision of the Code or
rule or  regulation  thereunder  shall be  deemed  to  include  any  amended  or
successor provision, rule or regulation.

         "Committee"  means the committee  that  administers  this Plan, as more
fully defined in Paragraph 13 hereof.

         "Common Stock" has the meaning set forth in Paragraph 1 hereof.

         "Company" has the meaning set forth in Paragraph 1 hereof.

         "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

         "Deferred Stock Account" means a bookkeeping  account maintained by the
Company for a Participant  representing the Participant's interest in the shares
credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.

         "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

         "Director"  means  an  individual  who  is a  member  of the  Board  of
Directors of the Company.

         "Dividend  Equivalent" for a given dividend or other distribution means
a number of shares of the Common  Stock  having a Fair Market  Value,  as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the fair  market  value on the date of  distribution  of any  property,  that is
distributed  with  respect to one share of the  Common  Stock  pursuant  to such
dividend  or  distribution;  such  fair  market  value to be  determined  by the
Committee in good faith.



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         "Effective Date" has the meaning set forth in Paragraph 3 hereof.

         "Exchange Act" has the meaning set forth in Paragraph 13(b) hereof.

         "Fair  Market  Value"  means the mean  between  the  highest and lowest
reported  sales  prices  of the  Common  Stock  on the New York  Stock  Exchange
Composite  Tape or,  if not  listed  on such  exchange,  on any  other  national
securities  exchange on which the Common  Stock is listed or on The Nasdaq Stock
Market,  or, if not so listed on any other national  securities  exchange or The
Nasdaq  Stock  Market,  then the  average of the bid price of the  Common  Stock
during  the  last  five  trading  days on the  OTC  Bulletin  Board  immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market Value is to be determined.

         "Participant" has the meaning set forth in Paragraph 4 hereof.

         "Payment  Time"  means the time when a Stock  Retainer  is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral Election).

            "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

            "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

3.  Effective  Date of the Plan.  This Plan was  adopted by the Board  effective
February 6, 2003 (the "Effective Date").

4. Eligibility. Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant  thereafter during
the term of this Plan, shall be a participant (the  "Participant") in this Plan,
in each case  during  such  period as such  individual  remains  a  Director  or
Consultant and is not an employee of the Company or any of its subsidiaries.
Each  credit  of shares  of the  Common  Stock  pursuant  to this Plan  shall be
evidenced by a written  agreement duly executed and delivered by or on behalf of
the Company and a  Participant,  if such an agreement is required by the Company
to assure compliance with all applicable laws and regulations.

5.  Grants  of  Shares.   Commencing  on  the  Effective  Date,  the  amount  of
compensation for service to directors or consultants  shall be payable in shares
of the Common Stock (the "Stock  Retainer")  pursuant to this Plan at the deemed
issuance price of $0.00001 per Share.

6. Deferral Option. From and after the Effective Date, a Participant may make an
election (a "Deferral  Election")  on an annual  basis to defer  delivery of the
Stock Retainer  specifying which one of the following ways the Stock Retainer is
to be delivered  (a) on the date which is three years after the  Effective  Date
for which it was originally payable (the "Third  Anniversary"),  (b) on the date
upon which the Participant  ceases to be a Director or Consultant for any reason
(the "Departure  Date") or (c) in five equal annual  installments  commencing on
the Departure  Date (the "Third  Anniversary"  and  "Departure  Date" each being
referred to herein as a "Delivery Date"). Such Deferral Election shall remain in
effect for each  Subsequent  Year unless  changed,  provided  that, any Deferral
Election  with  respect to a  particular  Year may not be changed  less than six
months prior to the beginning of such Year, and provided,  further, that no more
than one Deferral Election or change thereof may be made in any Year.



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         Any Deferral  Election and any change or  revocation  thereof  shall be
made by  delivering  written  notice  thereof to the Committee no later than six
months  prior  to the  beginning  of the  Year in  which  it is to be  effected;
provided  that,  with respect to the Year  beginning on the Effective  Date, any
Deferral  Election or  revocation  thereof  must be  delivered no later than the
close of business on the 30th day after the Effective Date.

7. Deferred Stock Accounts.  The Company shall maintain a Deferred Stock Account
for each  Participant who makes a Deferral  Election to which shall be credited,
as of the  applicable  Payment  Time,  the number of shares of the Common  Stock
payable pursuant to the Stock Retainer to which the Deferral  Election  relates.
So long as any amounts in such Deferred Stock Account have not been delivered to
the Participant  under Paragraph 8 hereof,  each Deferred Stock Account shall be
credited as of the payment date for any dividend paid or other distribution made
with  respect to the Common  Stock,  with a number of shares of the Common Stock
equal to (a) the number of shares of the  Common  Stock  shown in such  Deferred
Stock Account on the record date for such dividend or distribution multiplied by
(b) the Dividend Equivalent for such dividend or distribution.

8. Delivery of Shares.
   ------------------

                  (a) The shares of the Common Stock in a Participant's Deferred
Stock Account with respect to any Stock  Retainer for which a Deferral  Election
has been made (together with dividends  attributable  to such shares credited to
such  Deferred  Stock  Account)  shall be  delivered  in  accordance  with  this
Paragraph 8 as soon as practicable  after the applicable  Delivery Date.  Except
with respect to a Deferral  Election pursuant to Paragraph 6(c) hereof, or other
agreement  between the  parties,  such shares  shall be  delivered  at one time;
provided that, if the number of shares so delivered includes a fractional share,
such  number  shall be rounded to the  nearest  whole  number of shares.  If the
Participant has in effect a Deferral Election pursuant to Paragraph 6(c) hereof,
then such shares shall be delivered in five equal annual installments  (together
with  dividends  attributable  to such shares  credited to such  Deferred  Stock
Account),  with  the  first  such  installment  being  delivered  on  the  first
anniversary  of the Delivery  Date;  provided that, if in order to equalize such
installments,  fractional  shares would have to be delivered,  such installments
shall be adjusted by rounding to the nearest whole share. If any such shares are
to be delivered after the  Participant  has died or become legally  incompetent,
they shall be delivered to the  Participant's  estate or legal guardian,  as the
case may be, in accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election  pursuant to Paragraph 6(c) hereof in effect,  the
Committee shall deliver all remaining  undelivered  shares to the  Participant's
estate immediately.  References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.

         (b) The Company  may,  but shall not be required  to,  create a grantor
trust or utilize an existing  grantor trust (in either case,  "Trust") to assist
it in  accumulating  the  shares  of the  Common  Stock  needed to  fulfill  its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or other  interest  in the Trust and the assets  thereof,  and their
rights under this Plan shall be as general creditors of the Company,  unaffected
by the existence or nonexistence  of the Trust,  except that deliveries of Stock
Retainers  to  Participants  from the Trust  shall,  to the extent  thereof,  be
treated as satisfying the Company's obligations under this Paragraph 8.

9. Share  Certificates;  Voting and Other Rights.  The  certificates  for shares
delivered to a Participant  pursuant to Paragraph 8 above shall be issued in the
name of the  Participant,  and from and  after  the  date of such  issuance  the


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Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,   and  the  Participant  shall  receive  all  dividends  and  other
distributions paid or made with respect thereto.

10.      General Restrictions.
         --------------------

                  (a)  Notwithstanding  any  other  provision  of  this  Plan or
agreements made pursuant thereto,  the Company shall not be required to issue or
deliver any  certificate  or  certificates  for shares of the Common Stock under
this Plan prior to fulfillment of all of the following conditions:

     (i) Listing or approval  for listing  upon  official  notice of issuance of
such  shares on the New York Stock  Exchange,  Inc.,  or such  other  securities
exchange as may at the time be a market for the Common Stock;

     (ii) Any registration or other qualification of such shares under any state
or  federal  law or  regulation,  or  the  maintaining  in  effect  of any  such
registration or other  qualification  which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and

     (iii)  Obtaining any other consent,  approval,  or permit from any state or
federal  governmental  agency which the  Committee  shall,  after  receiving the
advice of counsel, determine to be necessary or advisable.

                  (b) Nothing  contained in this Plan shall  prevent the Company
from  adopting   other  or   additional   compensation   arrangements   for  the
Participants.

11.  Shares  Available.  Subject to  Paragraph 12 below,  the maximum  number of
shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant to this Plan is 1,000,000.  Shares of the Common Stock  issueable under
this Plan may be taken from  treasury  shares of the Company or purchased on the
open market.

12. Adjustments; Change of Control.
    ------------------------------

                  (a) In the event  that  there is, at any time  after the Board

adopts this Plan, any change in corporate capitalization, such as a stock split,
combination  of  shares,  reclassification,  or recapitalization, or a corporate
transaction,  such  as  any  merger,  consolidation,  separation,  including  a
spin-off,  stock  dividend,  or  other  extraordinary  distribution  of stock or
property  of the Company, any reorganization (whether or not such reorganization
comes  within  the  definition  of  such term in Section 368 of the Code) or any
partial  or  complete  liquidation  of  the  Company  (each  of  the foregoing a
"Transaction"), in each case other than any such Transaction which constitutes a
Change  of  Control (as defined below), (i) the Deferred Stock Accounts shall be
credited  with  the amount and kind of shares or other property which would have
been  received  by  a holder of the number of shares of the Common Stock held in
such Deferred Stock Account had such shares of the Common Stock been outstanding
as  of  the  effectiveness  of any such Transaction, (ii) the number and kind of
shares  or  other  property subject to this Plan shall likewise be appropriately
adjusted  to  reflect  the  effectiveness of any such Transaction, and (iii) the
Committee  shall


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appropriately  adjust any other  relevant  provisions  of this Plan and any such
modification by the Committee shall be binding and conclusive on all persons.

                  (b) If the shares of the Common Stock credited to the referred
Stock  Accounts are converted  pursuant to Paragraph  12(a) into another form of
property,  references  in this Plan to the Common  Stock shall be deemed,  where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting the  generality  of the  foregoing,  references  to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

                  (c) In lieu of the adjustment contemplated by Paragraph 12(a),
in the event of a Change of Control,  the  following  shall occur on the date of
the  Change  of  Control  (i)  the  shares  of the  Common  Stock  held  in each
Participant's   Deferred  Stock  Account  shall  be  deemed  to  be  issued  and
outstanding  as of the  Change of  Control;  (ii) the  Company  shall  forthwith
deliver to each  Participant  who has a Deferred Stock Account all of the shares
of the Common Stock or any other  property held in such  Participant's  Deferred
Stock Account; and (iii) this Plan shall be terminated.

                  (d) For  purposes of this Plan,  Change of Control  shall mean
any of the following events:

     (i) The acquisition by any individual,  entity or group (within the meaning
of Section  13(d)(3) or  14(d)(2) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated under the Exchange Act) of 40 percent or more
of either (1) the then  outstanding  shares of the Common  Stock of the  Company
(the  "Outstanding  Company Common Stock"),  or (2) the combined voting power of
then outstanding  voting securities of the Company entitled to vote generally in
the  election  of  directors  (the  "Outstanding  Company  Voting  Securities");
provided, however, that the following acquisitions shall not constitute a Change
of  Control  (A)  any  acquisition  directly  from  the  Company  (excluding  an
acquisition  by virtue of the  exercise  of a  conversion  privilege  unless the
security being so converted was itself acquired directly from the Company),  (B)
any acquisition by the Company, (C) any acquisition by any employee benefit plan
(or related  trust)  sponsored or maintained  by the Company or any  corporation
controlled by the Company or (D) any acquisition by any corporation  pursuant to
a reorganization,  merger or consolidation,  if, following such  reorganization,
merger or consolidation, the conditions described in clauses (A), (B) and (C) of
paragraph (iii) of this Paragraph 12(d) are satisfied; or

     (ii)  Individuals  who, as of the date hereof,  constitute the Board of the
Company  (as of the date  hereof,  "Incumbent  Board")  cease for any  reason to
constitute  at  least a  majority  of the  Board;  provided,  however,  that any
individual becoming a director subsequent to the date hereof whose election,  or
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then  comprising the Incumbent  Board shall
be considered as though such  individual  were a member of the Incumbent  Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms are used in Rule  14a-11 of  Regulation  14A  promulgated  under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a Person other than the Board; or



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     (iii)  Approval by the  stockholders  of the  Company of a  reorganization,
merger,  binding  share  exchange  or  consolidation,   unless,  following  such
reorganization, merger, binding share exchange or consolidation (1) more than 60
percent  of,  respectively,  then  outstanding  shares  of  common  stock of the
corporation resulting from such reorganization,  merger,  binding share exchange
or  consolidation  and the  combined  voting  power of then  outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  all or
substantially  all of the  individuals  and  entities  who were  the  beneficial
owners,  respectively,  of the Outstanding  Company Common Stock and Outstanding
Company Voting  Securities  immediately  prior to such  reorganization,  merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,   of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as the  case  may be,  (2) no  Person
(excluding  the  Company,  any employee  benefit plan (or related  trust) of the
Company or such corporation resulting from such reorganization,  merger, binding
share exchange or consolidation and any Person beneficially owning,  immediately
prior to such reorganization,  merger,  binding share exchange or consolidation,
directly or  indirectly,  20 percent or more of the  Outstanding  Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,   directly   or   indirectly,   20  percent  or  more  of,   respectively,
thenzoutstanding  shares of common stock of the corporation  resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting power of then outstanding voting securities of such corporation  entitled
to vote  generally in the election of directors,  and (3) at least a majority of
the members of the board of directors  of the  corporation  resulting  from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at the time of the  execution  of the  initial  agreement
providing  for  such   reorganization,   merger,   binding  share   exchange  or
consolidation; or

     (iv)  Approval  by the  stockholders  of  the  Company  of  (1) a  complete
liquidation or dissolution of the Company,  or (2) the sale or other disposition
of all or  substantially  all of the  assets  of the  Company,  other  than to a
corporation, with respect to which following such sale or other disposition, (A)
more than 60 percent of,  respectively,  then outstanding shares of common stock
of such  corporation  and the combined voting power of then  outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  all or
substantially  all of the  individuals  and  entities  who were  the  beneficial
owners,  respectively,  of the Outstanding  Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,  immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as the  case  may be,  (B) no  Person
(excluding  the Company and any employee  benefit plan (or related trust) of the
Company or such  corporation  and any Person  beneficially  owning,  immediately
prior to such sale or other disposition,  directly or indirectly,  20 percent or
more of the  Outstanding  Company  Common Stock or  Outstanding  Company  Voting
Securities,  as the case may be) beneficially owns,  directly or indirectly,  20
percent or more of,  respectively,  then  outstanding  shares of common stock of
such  corporation  and the  combined  voting  power of then  outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors,  and (3) at least a majority of the members of the board of directors
of such  corporation  were  members  of the  Incumbent  Board at the time of the
execution  of the initial  agreement or action of the Board  providing  for such
sale or other disposition of assets of the Company.

13. Administration; Amendment and Termination.



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                  (a) This Plan shall be administered by a committee  consisting
of two  members  who shall be the  current  directors  of the  Company or senior
executive  officers  or  other  directors  who  are not  Participants  as may be
designated by the Chief Executive  Officer (the  "Committee"),  which shall have
full  authority to construe and interpret  this Plan,  to  establish,  amend and
rescind  rules  and  regulations  relating  to this  Plan,  and to take all such
actions and make all such  determinations in connection with this Plan as it may
deem necessary or desirable.

                  (b) The Board may from  time to time make such  amendments  to
this Plan,  including to preserve or come within any  exemption  from  liability
under  Section  16(b) of the Exchange Act, as it may deem proper and in the best
interest of the Company without further approval of the Company's  stockholders,
provided  that,  to  the  extent   required  under  Nevada  law  or  to  qualify
transactions  under this Plan for exemption under Rule 16b-3  promulgated  under
the Exchange  Act, no amendment  to this Plan shall be adopted  without  further
approval of the Company's  stockholders and, provided,  further,  that if and to
the extent  required for this Plan to comply with Rule 16b-3  promulgated  under
the Exchange  Act, no amendment to this Plan shall be made more than once in any
six month period that would change the amount,  price or timing of the grants of
the Common Stock  hereunder  other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at any  time by a vote of a
majority of the members thereof.

14.      Miscellaneous.
         -------------

                  (a)  Nothing  in this  Plan  shall be  deemed  to  create  any
obligation  on the part of the Board to nominate any Director for  reelection by
the Company's  stockholders or to limit the rights of the stockholders to remove
any Director.

                  (b) The Company shall have the right to require,  prior to the
issuance or delivery  of any shares of the Common  Stock  pursuant to this Plan,
that a  Participant  make  arrangements  satisfactory  to the  Committee for the
withholding  of any taxes  required  by law to be withheld  with  respect to the
issuance or delivery  of such  shares,  including,  without  limitation,  by the
withholding  of shares  that  would  otherwise  be so issued  or  delivered,  by
withholding from any other payment due to the Participant,  or by a cash payment
to the Company by the Participant.

14.1 Governing Law. The Plan and all actions taken  thereunder shall be governed
by and construed in accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  this  Plan has  been  executed  effective  as of
February 6, 2003.


PAVING STONE CORPORATION



By  /s/ MAURICE SIGOUIN
--------------------------
Maurice Sigouin, President




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