EXHIBIT 4.2(b)


     

    EXHIBIT
      4.2(b)

     

    CORONADO
      INDUSTRIES, INC.

    


    STOCK
      OPTION AGREEMENT

    UNDER
      2006 EMPLOYEE STOCK OPTION PLAN

    


    Date
      of
      Grant: March 24, 2006

    


    


    Consult
      Your Personal Tax Advisor: Substantial Tax Consequences Will Result From Your
      Exercise Of This Stock Option

     

    CORONADO
      INDUSTRIES, INC., a Nevada corporation (the "Corporation")
      hereby grants to _______________
      (the
      "Optionee"), pursuant
      to the 2006 Employee Stock Option Plan of the Corporation (the
      "Plan") which is incorporated herein by reference, an option to
      purchase a total of ______________________________________
      (__________)
      Shares
      as defined in the Plan (the "Option"), on the terms
      and
      conditions set forth in the Plan and hereinafter. This Option
      shall not be exercisable later than March 23, 2016 (herein referred
      to as the "Expiration Date"). 

    


    1.   
      Vesting.
      Subject
      to the terms and conditions of this Agreement,
      the Shares subject to this Option shall be fully vested and
      exercisable as of March 24, 2006.

    


    2.   
      Option
      Price.
      The
      Option price for the __________ Shares of
      this
      Option shall be $.053 per share.

    


    3.   
      Termination.
      This
      option and all rights hereunder to the extent
      such rights shall not have been exercised shall terminate and
      become null and void if the Optionee ceases to be a employee of the
      Company or its subsidiaries (whether by resignation, retirement, dismissal,
      death or otherwise), except that (a) in the event of
      the
      death or disability of the Optionee while an employee of the Company,
      this option only to the extent exercisable at the date of death
      or
      disability may be exercised within the applicable period of
      time
      and by the persons indicated in Article VI (6) of the Plan, and
      (b)
      in the event of the termination of the Optionee's employment by the Company
      for
      any other reason, this option only to the extent
      exercisable at the date of such termination may be exercised prior
      to
      the expiration of three (3) months from the date of such termination,
      and shall terminate in all other respects; provided,
      however,
      that in
      no event may this option be exercised after the Expiration
      Date. 

    


    4.   
      Exercise.
      This
      Option is exercisable with respect to all, or
      from
      time to time with respect to any portion, of the Shares described
      above which have at that time become vested, by delivering written notice of
      such exercise, in the form prescribed by the Board,
      to
      the principal office of the Secretary of the Corporation. Each
      such
      notice shall be accompanied by payment in full of the Option
      price of such Shares.

     

    5.   
      Non-Transferable.
      This
      Option shall during the Optionee's lifetime
      be exercisable only by the Optionee, and neither this Option
      nor any right thereunder shall be transferable except by will
      or
      laws of descent and distribution, or be subject to attachment,
      execution or other similar process. In the event of any attempt
      by the Optionee to alienate, assign, pledge, hypothecate or otherwise
      dispose of the Option or any right thereunder, except as provided
      for herein, or in the event of the levy of any attachment, execution
      or similar process upon the rights or interest hereby conferred,
      the Corporation may terminate this Option by notice to the
      Optionee and this Option shall thereupon become null and void. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  
       Legal
      Restrictions.
      If the
      sale of the Shares purchased hereunder
      is not registered under the Securities Act of 1933, but an
      exemption is available which requires an investment or other representation,
      the Optionee shall represent and agree at the time of
      exercise that the Shares being acquired upon exercising this Option
      are being acquired for investment, and not with view to the sale
      or
      distribution thereof, and shall make such other representations as are deemed
      necessary or appropriate by the Corporation and its
      counsel. In addition, the Optionee agrees that the following legend
      may be included on the certificate representing the Shares:

     

    The
      shares represented hereby have not been registered under
      the
      United States Securities Act of 1933, as amended, and may not
      be
      sold, pledged, or otherwise transferred without an effective registration
      thereof under such act or an opinion of counsel, satisfactory
      to the company and its counsel, that such registration is
      not
      required. 

    


    7.    
      Corporate
      Transactions. 

     

    (a)    
      If
      the
      Corporation is merged or consolidated into or with another
      corporation (other than by a merger or consolidation in which
      the
      Corporation is the surviving corporation) or the Corporation
      or the Corporation's assets are purchased by another company
      in exchange for stock, the Corporation shall give the Optionee
      written notice of the Corporation's initial or preliminary agreement
      to the transaction and the details of the transaction at least
      60
      days prior to the closing of the transaction and an additional
      30 days written notice prior to the closing date of the transaction
      and each postponed closing date of the transaction. The
      then
      exercisable but unexercised Shares granted in the Option may
      be
      exercised by the Optionee at any time prior to the closing date
      of
      the transaction and such exercised Shares shall then be deemed
      outstanding at the close of the transaction. 

    


    8.    
      Tax
      Consequences.

     

    This
      Stock Option is not
      intended
      as an "Incentive Stock Option"
      under Section 422A of the Internal Revenue Code of 1986, as amended. Substantial
      tax consequences are involved in the decision to
      exercise this Option. Therefore, the Optionee should consult with
      and
      seek advice from his personal tax consultant prior to exercising
      this Option. 

    


    9.    
      Miscellaneous.

     

    (a)    
      Neither
      the granting of this Option nor the exercise thereof
      shall be construed as conferring upon the Optionee any right
      to
      continue in the engagement of the Corporation or any of its
      subsidiaries, or as interfering with or restricting in any way the
      right
      of the Corporation to terminate such engagement at any time.

     

    (b)    
      Neither
      the Optionee, nor any person entitled to exercise his
      rights in the event of his death, shall have any of the rights of
      a
      stockholder with respect to the Shares subject to this Option, except
      after such date the Optionee or such person has been issued the
      Shares by the Corporation or its agent. 

     

    (c)    
      The
      Corporation is relieved from any liability for the non-issuance
      or non-transfer or any delay in the issuance or transfer
      of any Shares subject to this Option which results from the
      inability of the Corporation to obtain, or in any delay in obtaining,
      from each regulatory body having jurisdiction all requisite
      authority to issue or transfer Shares of the Corporation in
      satisfaction of this Option if counsel for the Corporation deems such
      authority necessary for the lawful issuance or transfer of any such
      shares. 

     

    (d)    
      No
      Shares
      acquired by exercise of this Option shall be sold
      or
      otherwise disposed of in violation of any federal or state securities
      law or regulation in the Untied States. 

    
      
        
        

      

      
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    (e)    
      This
      Option shall be exercised in accordance with such administrative
      regulations as the Corporation's Board may from time to
      time
      adopt. All decisions of the Board upon any legitimate question
      arising under the Plan or under this Stock Option Agreement
      shall be conclusive and binding upon the Optionee and all other
      persons, if determined in good faith. 

     

    IN
      WITNESS WHEREOF, this Stock Option Agreement has been executed
      as of the day and year first written above.


    
      	 	 	 
	 	
              CORONADO
                INDUSTRIES, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

            
	 	
              G.
                Richard Smith, Chairman

            


    

     

    
      
        
        

      

      
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