EXHIBIT 4.2

                              AMENDED AND RESTATED
                                  ZANNWELL INC.
                           2004 NON-EMPLOYEE DIRECTORS
                       AND CONSULTANTS RETAINER STOCK PLAN

      1.  Introduction.  This Plan shall be known as the  "Amended  and Restated
Zannwell Inc. 2004 Non-Employee  Directors and Consultants  Retainer Stock Plan"
and is  hereinafter  referred to as the "Plan." The purposes of this Plan are to
enable  ZannWell  Inc.,  a  Nevada  corporation  formerly  known  as USA  Telcom
Internationale (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 $0.001 per share (the "Common Stock").

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

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

      2.2 "Change in Control" has the meaning set forth in Section 12.4 hereof.

      2.3 "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.

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

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

      2.6 "Company" has the meaning set forth in Section 1 hereof.

      2.7 "Deferral" has the meaning set forth in Section 6 hereof.

      2.8 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 Section 7 hereof.

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

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

      2.11  "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.

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

      2.13 "Exchange Act" has the meaning set forth in Section 13.2 hereof.



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      2.14 "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.

      2.15 "Participant" has the meaning set forth in Section 4 hereof.

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

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

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

      3. Effective  Date of the Plan.  This Plan was amended and restated by the
Board effective December 6, 2004 (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 the Fair Market  Value of the Common Stock on the date of the
issuance of such  shares.  As used herein,  "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.

      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.



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         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 Section 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.

      8.1 Delivery.  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 Section
8 as soon as practicable after the applicable Delivery Date. Except with respect
to a Deferral  Election  pursuant to Section  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 Section 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 Section 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.

      8.2 Trust. 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 Section 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 Section 8.

      9. Share  Certificates,  Voting and Other  Rights.  The  certificates  for
shares delivered to a Participant pursuant to Section 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.





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      10. General Restrictions.

      10.1  Restrictions.  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.

      10.2 Other Compensation.  Nothing contained in this Plan shall prevent the
Company from adopting  other or  additional  compensation  arrangements  for the
Participants.

      11. Shares  Available.  Subject to Section 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  21,500,000.  Shares of the Common Stock issuable under
this Plan may be taken from  treasury  shares of the Company or purchased on the
open market.  In the event that any  outstanding  Stock Retainer under this Plan
for any reason expires or is terminated, the shares of Common Stock allocable to
the  unexercised  portion of the Stock  Retainer shall be available for issuance
under the Amended and Restated Zannwell Inc. 2004 Employee Stock Incentive Plan.
The Compensation Committee may, in its discretion, increase the number of shares
available for issuance  under this Plan,  while  correspondingly  decreasing the
number of shares available for issuance under the Amended and Restated  Zannwell
Inc. 2004 Employee Stock Incentive Plan.

      12. Adjustments, Change of Control.

      12.1 Change in Capitalization;  Change of Control. 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 not
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  also not be
appropriately adjusted to reflect the effectiveness of any such Transaction, and
(iii) the Committee will not adjust any other  relevant  provisions of this Plan
to reflect any such transaction.

      12.2 Property.  If the shares of the Common Stock credited to the Deferred
Stock  Accounts  are  converted  pursuant to Section  12.1 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.



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      12.3 Change of Control  Alternative.  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.

      12.4  Change of Control  Events.  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 Section 12.4 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

                  (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



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                  (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.

      13.1  Administration.  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.

      13.2 Amendment and Termination.  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.

      14.1 No  Obligation.  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.

      14.2 Withholding Taxes. 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.



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      14.3  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.

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

      IN WITNESS  WHEREOF,  this  Amended  and  Restated  Plan has been  amended
effective as of December 6, 2004.


                                           ZANNWELL INC.


                                           By /s/ Steve Bonenberger
                                              ----------------------------------
                                              Steve Bonenberger, President




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