Exhibit 4.2


                          INTERNATIONAL FIBERCOM, INC.

                                 2002 STOCK PLAN


     1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and
retain the best available  personnel for positions of responsibility  within the
Company,  to provide  additional  incentive to employees,  consultants and other
individuals who provide  services to the Company,  and to promote the success of
the  Company's  business  through  the grant of shares of the  Company's  Common
Stock.

     2. DEFINITIONS. As used herein, the following definitions shall apply:

          2.1 "AWARD" shall mean a grant of one or more Shares.

          2.2 "BOARD"  shall mean the Board of Directors of the Company or, when
appropriate, the Committee administering the Plan, if one has been appointed.

          2.3 "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,
and the rules and regulations promulgated thereunder.

          2.4  "COMMON  STOCK"  shall  mean  the  common  stock  of the  Company
described in the Company's Articles of Incorporation, as amended.

          2.5  "COMPANY"  shall mean  INTERNATIONAL  FIBERCOM,  INC., an Arizona
corporation,  and shall  include  any parent or  subsidiary  corporation  of the
Company as defined in Sections 424(e) and (f), respectively, of the Code.

          2.6  "COMMITTEE"  shall mean the  Committee  appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

          2.7 "CONSULTANT"  shall mean any natural person who provides bona fide
consulting services to the Company; provided, however, no award hereunder may be
granted to any person in connection  with the provision of services  incident to
the raising of capital.

          2.8 "EMPLOYEE" shall mean any person,  including salaried officers and
directors, employed by the Company.

          2.9 "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934,
as amended.

          2.10 "FAIR MARKET VALUE" shall mean,  with respect to the date a given
Award is granted,  the value of the Common Stock determined by the Board in such
manner as it may deem equitable for Plan purposes; PROVIDED, however, that where
there is a public market for the Common  Stock,  the Fair Market Value per Share
shall be the mean of the bid and asked prices of the Common Stock on the date of
grant,  as reported  in the WALL STREET  JOURNAL  (or,  if not so  reported,  as
<PAGE>
otherwise  reported in the National  Association of Securities Dealers Automated
Quotation  System)  or, in the event the Common  Stock is listed on the New York
Stock  Exchange,  the  American  Stock  Exchange or the  NASDAQ/National  Market
System,  the Fair  Market  Value per Share  shall be the  closing  price on such
exchange  on the date of grant of the  Award,  as  reported  in the WALL  STREET
JOURNAL.

          2.11 "GRANTEE" shall mean an employee,  consultant or other individual
who provides services to the Company who has been granted one or more Shares.

          2.12  "PARENT"  shall  mean a  "parent  corporation,"  whether  now or
hereafter existing, as defined in Section 424(e) of the Code.

          2.13 "PLAN" shall mean this 2002 Stock Plan.

          2.14 "SHARE"  shall mean a share of the Common  Stock,  as adjusted in
accordance with Section 8 of the Plan.

          2.15  "STOCK  PURCHASE  AGREEMENT"  shall mean the  written  agreement
between the Company and the Grantee relating to the grant of an Award.

          2.16 "SUBSIDIARY" shall mean a "subsidiary  corporation,"  whether now
or hereafter existing, as defined in Section 424(f) of the Code.

          2.17 "TAX DATE"  shall mean the date a Grantee is  required to pay the
Company an amount with respect to tax withholding obligations in connection with
an Award.

     3. COMMON STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 8
of the Plan, the maximum aggregate number of shares of Common Stock which may be
granted  under the Plan may not  exceed  seven  million  five  hundred  thousand
(7,500,000)  shares. The Shares may be authorized,  but unissued,  or previously
issued Shares acquired by the Company and held in treasury.

     4. ADMINISTRATION OF THE PLAN.

          4.1 PROCEDURE.

               4.1.1 The Plan shall be  administered  by the Board in accordance
     with Rule 16b-3 under the Exchange Act ("Rule 16b-3");  provided,  however,
     that  the  Board  may  appoint  a  Committee   composed  of  "non-employee"
     directors, as that term is defined in Rule 16b-3, to administer the Plan at
     any time or from time to time.

               4.1.2 Once appointed, the Committee shall continue to serve until
     otherwise  directed by the Board.  From time to time the Board may increase
     the size of the Committee and appoint  additional  members thereof,  remove
     members  (with or without  cause),  appoint  new  members  in  substitution
     therefore, and fill vacancies however caused; provided, however, that at no
     time may any person serve on the  Committee if that person does not satisfy
     the non-employee director requirements of Rule 16b-3.

                                      -2-
<PAGE>
          4.2 POWERS OF THE BOARD.  Subject to the  provisions of the Plan,  the
Board shall have the authority, in its discretion:  (i) to grant Shares; (ii) to
determine,  upon review of relevant information and in accordance with Section 2
of the Plan,  the Fair Market Value of the Common Stock;  (iii) to determine the
Employees, Consultants and other individuals who provide services to the Company
to whom, and the time or times at which,  Shares shall be granted and the number
of Shares to be  represented  by each Award;  (iv) to interpret the Plan; (v) to
prescribe, amend and rescind rules and regulations relating to the Plan; (vi) to
determine  the terms and  provisions  of each Award  granted  (which need not be
identical)  and, with the consent of the Grantee  thereof,  modify or amend each
Award;  (vii) to  accelerate or defer (with the consent of the Grantee) the date
of any Award; (viii) to authorize any person to execute on behalf of the Company
any instrument  required to effectuate the grant of an Award previously  granted
by the Board;  (ix) to accept or reject the election made by a Grantee  pursuant
to  Section  14 of the  Plan;  and (x) to make all other  determinations  deemed
necessary or advisable for the administration of the Plan.

          4.3 EFFECT OF BOARD'S  DECISION.  All  decisions,  determinations  and
interpretations  of the Board shall be final and binding on all Grantees and any
other holders of any Shares granted under the Plan.

     5. ELIGIBILITY.  Consistent with the Plan's purposes, Shares may be granted
only to Employees, Consultants and other individuals who provide services to the
Company as determined by the Board.

     6. STOCKHOLDER APPROVAL AND EFFECTIVE DATES. The Plan became effective upon
approval by the Board on January  15,  2002.  No Award may be granted  under the
Plan after January 14, 2012 (ten years from the effective date of the Plan).

     7. SHARE AWARDS. The Committee may award Shares to any Employee, Consultant
or other individual who provides  services to the Company.  Restricted Stock may
be awarded by a signed agreement between the Grantee and the Company  containing
such terms and  conditions as the Board may  determine.  The Grantee as owner of
such Shares shall have all the rights of a holder of Common Stock.

     8. ADJUSTMENTS  UPON CHANGES IN  CAPITALIZATION  OR MERGER.  Subject to any
required  action by the  stockholders  of the  Company,  the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Award has yet been granted,  shall be proportionately  adjusted for any
increase or decrease in the number of issued  shares of Common  Stock  resulting
from a  stock  split,  reverse  stock  split,  stock  dividend,  combination  or
reclassification  of the Common Stock,  or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect and no adjustment by reason thereof,  shall be made with respect to
the number or price of shares of Common Stock subject to the Plan.

                                      -3-
<PAGE>
     9. TIME OF  GRANTING  SHARES.  The date of grant of Shares  shall,  for all
purposes,  be the date on which the Board makes the determination  granting such
Shares. Notice of the determination shall be given to each Employee,  Consultant
or other individual who provides  services to the Company to whom an Award is so
granted within a reasonable time after the date of such grant.

     10. AMENDMENT AND TERMINATION OF THE PLAN.

          10.1 AMENDMENT AND  TERMINATION.  The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable.

          10.2  EFFECT  OF  AMENDMENT  OR  TERMINATION.  Any such  amendment  or
termination of the Plan shall not affect Shares already  granted and such Shares
shall  remain in full force and  effect as if this Plan had not been  amended or
terminated,  unless mutually agreed otherwise between the Grantee and the Board,
which agreement must be in writing and signed by the Grantee and the Company.

     11. CONDITIONS UPON ISSUANCE OF SHARES.

          11.1  Shares  shall not be issued  pursuant  to this Plan  unless  the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          11.2 As a condition to the grant of Shares the Company may require the
Grantee to  represent  and warrant at the time of any such grant that the Shares
are being acquired only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company,  such a
representation is required by any of the aforementioned  relevant  provisions of
law.

          11.3 Inability of the Company to obtain  authority from any regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to
be necessary  to the lawful  issuance  and sale of any Shares  hereunder,  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

     12.  RESERVATION OF SHARES.  The Company will at all times reserve and keep
available  such  number  of  Shares  as  shall  be  sufficient  to  satisfy  the
requirements of the Plan.

     13.  PURCHASE  AGREEMENT.   Shares  may  be  evidenced  by  Stock  Purchase
Agreements  in such  form as the  Board  shall  approve.  If the  Grantee  is an
employee of the Company,  the stock purchase  agreement  awarding Shares to such
individual  shall state  whether the election  contemplated  under Section 14 is
permissible.

     14. WITHHOLDING TAXES.  Subject to Section 4.2 of the Plan and prior to the
Tax Date,  the Grantee,  if an Employee of the Company,  may make an irrevocable
election to have the Company  withhold from those Shares that would otherwise be

                                      -4-
<PAGE>
received upon the grant,  a number of Shares having a Fair Market Value equal to
the minimum amount necessary to satisfy the Employee's  portion of the Company's
federal,  state, local and foreign tax withholding obligations and FICA and FUTA
obligations with respect to the grant of Shares to the Grantee under the Plan.

     15. MISCELLANEOUS PROVISIONS.

          15.1 PLAN  EXPENSE.  Any expense of  administering  this Plan shall be
borne by the Company.

          15.2  CONSTRUCTION  OF PLAN. The place of  administration  of the Plan
shall  be  in  the   State  of   Arizona,   and  the   validity,   construction,
interpretation,  administration  and  effect  of the Plan and of its  rules  and
regulations,  and rights relating to the Plan, shall be determined in accordance
with  the  laws of the  State of  Arizona  without  regard  to  conflict  of law
principles and, where applicable, in accordance with the Code.

          15.3 TAXES. The Company shall be entitled if necessary or desirable to
pay or withhold  the amount of any tax  attributable  to the  delivery of Common
Stock under the Plan from other amounts  payable to the Grantee after giving the
person  entitled  to  receive  such  Common  Stock  notice as far in  advance as
practical, and the Company may defer making delivery of such Common Stock if any
such tax may be pending unless and until indemnified to its satisfaction.

          15.4   INDEMNIFICATION.   In   addition   to  such  other   rights  of
indemnification  as they may have as members of the  Board,  the  members of the
Board  shall be  indemnified  by the  Company  against  all costs  and  expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action  taken or failure
to act under or in  connection  with the Plan or any  Shares,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction  of a judgment in any such  action,  suit or  proceeding,  except a
judgment based upon a finding of bad faith;  provided that upon the  institution
of any such action,  suit or proceeding a Board member shall,  in writing,  give
the Company notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Board member  undertakes  to handle and defend it on
her or his own behalf.

          15.5 GENDER.  For purposes of this Plan,  words used in the  masculine
gender shall include the feminine and neuter, and the singular shall include the
plural and vice versa, as appropriate.

                                      -5-