Exhibit 10.14

                              CROWN PARTNERS, INC.
  NON-EMPLOYEE DIRECTORS, ADVISORS AND CONSULTANTS RETAINER STOCK PLAN FOR 2005

      1.  Introduction.  This Plan shall be known as the "CROWN  PARTNERS,  INC.
Non-Employee  Directors and  Consultants  Retainer Stock Plan for the Year 2005"
and is  hereinafter  referred to as the "Plan." The purposes of this Plan are to
enable Crown Partners,  Inc., a Nevada  corporation (the "Company"),  to promote
the interests of the Company and its  stockholders  by attracting  and retaining
non-employee  Directors,  Advisors,  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 $0.001 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. If the
Common  Stock is not then  publicly  traded,  then the Fair Market  Value of the
Common Stock shall be the book value of the Company per share as  determined  on
the last day of March, June,  September,  or December in any year closest to the
date when the  determination  is to be made. For the purpose of determining book
value  hereunder,  book value shall be determined by adding as of the applicable
date  called for herein  the  capital,  surplus,  and  undivided  profits of the
Company, and after having deducted any reserves theretofore established; the sum
of these  items  shall be divided  by the  number of shares of the Common  Stock
outstanding as of said date, and the quotient thus obtained shall  represent the
book value of each share of the Common Stock of the Company.

"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 August 1, 2005 (the "Effective Date").

      4. Eligibility.  Each individual who is a Director,  Advisor or Consultant
on the Effective  Date and each  individual  who becomes a Director,  Advisor 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,  advisors or consultants shall be payable
in shares of the Common  Stock (the "Stock  Retainer")  pursuant to this Plan at
the  deemed  issuance  price of the  market  price  of the  stock on the date of
issuance.

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      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.

      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.

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      (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
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 2,000,000.  Shares of the Common Stock  issuable  under
this Plan may be taken from  treasury  shares of the Company or purchased on the
open market.

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      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,  exchange  of shares,  warrants or rights  offering  to purchase  the
Common  Stock at a price  below  its Fair  Market  Value,  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 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  Deferred  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 20
      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

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      (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

      (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,  then outstanding 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.

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      13. Administration; Amendment and Termination.

      (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.

      14.2 Information to Shareholders. The Company shall furnish to each of its
stockholders financial statements of the Company at least annually.

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IN WITNESS WHEREOF, this Plan has been executed effective as of August 1, 2005.

                                       CROWN PARTNERS, INC.

                                       By: /s/ Charles Smith
                                           -------------------------------------
                                           Charles Smith, President