EXHIBIT 4.2(a)


    EXHIBIT
      4.2(a)

     

     

    CORONADO
      INDUSTRIES, INC.

    


    2006
      EMPLOYEE STOCK OPTION PLAN

    


     

    
      	
            	I.	
              Purpose

            


    

     

    This
      2006
      Employee 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").

     

    (4)   
      "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.

     

    (5)   
      "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.

     

    (6)   
      "Option" means a common stock option granted pursuant
      to the Plan.

     

    (7)   
      "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.

     

    (8)   
      "Plan" means this 2006 Employee Stock Option Plan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (9)   
      "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.

     

    (10) 
      "Value" means the bid 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 XI. 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 9,600,000 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.

     

    
      	
            	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. 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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. 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.

     

    
      	
            	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 Option price shall be at least one hundred percent
      (100%) of the Value of the Share at the Date of Grant. 

     

    (2)   
      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. 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (3)   
      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. 

     

    (4)   
      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. 

     

    (5)   
      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) 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:

     

    (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.

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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 IX, in the event of any merger,
      consolidation or sale or transfer of assets referred to in this
      Article IX, 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:
      

     

    (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. 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	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 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 VIII. 

     

    (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.
	 
 	 
 	 
 
	 	By:  	/s/ 
                    Gary R. Smith
	 	
                    

                  
	 	Gary
                    R. Smith, President


          

        


        	
                ATTEST:

                 

                 

              	 	 	 
	/s/ G.
                Richard Smith	 	 	 
	
                

              	 	 	
              
	G.
                Richard Smith, Secretary	 	 	 




    

    Date
      Approved By Shareholders: ________________, 2006 

    
      
        
        

      

      
        6