EXHIBIT 4.2
                                                                     -----------

                           GENOTEC NUTRITIONALS, INC.
                            2007 STOCK INCENTIVE PLAN

1. PURPOSES.
The purpose of the Genotec Nutritionals, Inc. 2007 Stock Incentive Plan (the
"Plan") is to (i) provide long-term incentives and rewards to employees,
directors, independent contractors or agents ("Eligible Participants") of
Genotec Nutritionals, Inc. ("the Company") and its subsidiaries; (ii) assist the
Company in attracting and retaining employees, directors, independent
contractors or agents with experience and/or ability on a basis competitive with
industry practices; and (iii) associate the interests of such employees,
directors, independent contractors or agents with those of MM2's stockholders.

2. EFFECTIVE DATE.
The Plan is effective as of the date it is adopted by the Board of Directors of
MM2 Group, Inc. ("MM2") and Awards may be made under the Plan on and after its
effective date.

3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors or a committee
appointed by the Board of Directors of MM2 (hereinafter referred to as the
"Board") and the Board shall be so constituted as to permit the Plan to comply
with the disinterested administration requirements under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
"outside director" requirement of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code").

The Board shall have all the powers vested in it by the terms of the Plan, such
powers to include exclusive authority (within the limitations described herein)
to select the Eligible Participants to be granted awards under the Plan, to
determine the type, size and terms of awards to be made to each Eligible
Participant selected, to determine the time when awards will be granted, when
they will vest, when they may be exercised and when they will be paid, to amend
awards previously granted and to establish objectives and conditions, if any,
for earning awards and whether awards will be paid after the end of the award
period. The Board shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Board deems necessary or advisable and to interpret same. The
Board's interpretation of the Plan, and all actions taken and determinations
made by the Board pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including MM2 stockholders, any
participants in the Plan and any other Eligible Participant of the Company.

All employees of the Company and all employees of Affiliates shall be eligible
to participate in the Plan. The Board, in its sole discretion, shall from time
to time designate from among the eligible employees and among directors,
independent

<PAGE>

contractors or agents those individuals who are to receive awards under and
thereby become participants in the Plan. For purposes of the Plan, "Affiliate"
shall mean any entity, as may from time to time be designated by the Board, that
is a subsidiary corporation of MM2 (within the meaning of Section 424 of the
Code), and each other entity directly or indirectly controlling or controlled by
or under common control with MM2. For purposes of this definition, "control"
means the power to direct the management and policies of such entity, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meaning correlative to the foregoing.

4. AWARDS.
(a) Types. Awards under the Plan shall be made with reference to shares of MM2
common stock and may include, but need not be limited to, stock options
(including non-statutory stock options and incentive stock options qualifying
under Section 422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents, stock awards, restricted stock, phantom stock, performance shares
or other securities or rights that the Board determines to be consistent with
the objectives and limitations of the Plan. The Board may provide for the
issuance of shares of MM2 common stock as a stock award for no consideration
other than services rendered or, to the extent permitted by applicable state
law, to be rendered. In the event of an award under which shares of MM2 common
stock are or may in the future be issued for any other type of consideration,
the amount of such consideration shall (i) be equal or greater than to the
amount (such as the par value of such shares) required to be received by MM2 in
order to assure compliance with applicable state law and (ii) to the extent
necessary to comply with Rule 16b-3 of the Exchange Act, be equal to or greater
than 50% of the fair market value of such shares on the date of grant of such
award. The Board may make any other type of award which it shall determine is
consistent with the objectives and limitations of the Plan.

(b) Performance Goals. The Board may, but need not, establish performance goals
to be achieved within such performance periods as may be selected by it in its
sole discretion, using such measures of the performance of MM2 and/or its
Affiliates as it may select.

(c) Rules and Policies. The Board may adopt from time to time written rules and
policies implementing the Plan. Such rules and policies may include, but need
not be limited to, the type, size and term of awards to be made to participants
and the conditions for the exercise or payment of such awards.

5. SHARES OF STOCK SUBJECT TO THE PLAN.
The shares that may be delivered or purchased or used for reference purposes
under the Plan shall not exceed an aggregate of five (5) million MM2 Group, Inc.
Class A Common Stock, no par value per share, as determined by the Board from
time to time. Any shares subject to an award which for any reason expires or is
terminated unexercised as to such shares shall again be available for issuance
under the Plan.

                                        2
<PAGE>

6. PAYMENT OF AWARDS.
The Board shall determine the extent to which awards shall be payable in cash,
shares of MM2 common stock or any combination thereof. The Board may determine
that all or a portion of a payment to a participant under the Plan, whether it
is to be made in cash, shares of MM2 common stock or a combination thereof shall
be deferred. Deferrals shall be for such periods and upon such terms as the
Board may determine in its sole discretion.

7. VESTING.
The Board may determine that all or a portion of a payment to a participant
under the Plan, whether it is to be made in cash, shares of MM2 common stock or
a combination thereof, shall be vested at such times and upon such terms as may
be selected by it in its sole discretion.

8. DILUTION AND OTHER ADJUSTMENT.
In the event of any change in the outstanding shares of MM2 common stock by
reason of any split, stock dividend, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares or other similar
corporate change, such equitable adjustments shall be made in the Plan and the
awards thereunder as the Board determines are necessary or appropriate,
including, if necessary, any adjustments in the number, kind or character of
shares that may be subject to existing or future awards under the Plan
(including by substitution of shares of another corporation including, without
limitation, any successor of MM2 ), adjustments in the exercise, purchase or
base price of an outstanding award and any adjustments in the maximum numbers of
shares referred to in Section 4 or Section 5 of the Plan. All such adjustments
shall be conclusive and binding for all purposes of the Plan.

9. MISCELLANEOUS PROVISIONS.
(a) Rights as Stockholder. A participant under the Plan shall have no rights as
a holder of MM2 common stock with respect to awards hereunder, unless and until
certificates for shares of such stock are issued to the participant.

(b) Assignment to Transfer. No award under this Plan shall be transferable by
the participant or shall be subject to any manner of alienation, sale, transfer,
assignment, pledge, encumbrance or charge (other than by or to MM2), except (i)
by will or the laws of the descent and distribution (with all references herein
to the rights or duties of holders or participants to be deemed to include such
beneficiaries or legal representatives of the holders or participant unless the
context otherwise expressly requires); (ii) subject to the prior approval of the
Board, for transfers to members of the participant's immediate family,
charitable institutions, trusts whose beneficiaries are members of the
participant's immediate family and/or charitable institutions, trusts whose
beneficiaries are members of the participant's immediate family and/or
charitable institutions, or to such other persons or entities as may be approved
by the Board in each case subject to the condition that the Board be satisfied
that such transfer is being made for the estate and/or tax planning purposes on
a gratuitous or donative basis and

                                        3
<PAGE>

without consideration (other than nominal consideration) being received
therefor. Except as provided above, during the lifetime of a participant, awards
hereunder are exercisable only by, and payable only to, the participant.

(c) Agreements. All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Board shall adopt.

(d) Compliance with Legal Regulations. During the term of the Plan and the term
of any awards granted under the Plan, MM2 will at all times reserve and keep
available such number of shares as may be issuable under the Plan, and will seek
to obtain from any regulatory body having jurisdiction, any requisite authority
required in the opinion of counsel for MM2 in order to grant shares of MM2
common stock, or options to purchase such stock or other awards hereunder, and
transfer, issue or sell such number of shares of common stock as shall be
sufficient to satisfy the requirements of any options or other awards. If in the
opinion of counsel for MM2 the transfer, issue or sale of any shares of its
stock under the Plan shall not be lawful for any reason including the inability
of MM2 to obtain from any regulatory body having jurisdiction authority deemed
by such counsel to be necessary to such transfer, issuance or sale, MM2 shall
not be obligated to transfer, issue or sell any such shares. In any event, MM2
shall not be obligated to transfer, issue or sell any shares to any participant
unless a registration statement which complies with the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), is in effect at the
time with respect to such shares or other appropriate action has been taken
under and pursuant to the terms and provisions of the Securities Act and any
other applicable securities laws, or MM2 receives evidence satisfactory to the
Board that the transfer, issuance or sale of such shares, in the absence of an
effective registration statement or other appropriate action, would not
constitute a violation of the terms and provisions of the Securities Act. MM2's
obligation to issue shares upon the exercise of any award granted under the Plan
shall in any case be subject to MM2 being satisfied that the shares purchased
are being purchased for investment and not with a view to the distribution
thereof, if at the time of such exercise a resale of such shares would otherwise
violate the Securities Act in the absence of an effective registration statement
relating to such shares.

(e) Withholding Taxes. the Company shall have the right to deduct from all
awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards and, with respect to
awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of MM2 to
make delivery of awards in cash or MM2 common stock shall be subject to currency
or other restrictions imposed by any government.

(f) No Rights to Award. No Eligible Participant or other person shall have any
right to be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its subsidiaries or shall
interfere with or restrict in any way the rights

                                        4
<PAGE>

of the Company or its subsidiaries, which are hereby reserved, to discharge the
employee at any time for any reason whatsoever, with or without good cause.

(g) Costs and Expenses. The costs and expenses of administering the Plan shall
be borne by the Company and not charged to any award or to any Eligible
Participant receiving an award.

(h) Funding of Plan. The Plan shall be unfunded. the Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the Plan.

10. AMENDMENTS AND TERMINATION.
(a) Amendments. The Board may at any time terminate or from time to time amend
the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any awards theretofore made under the
Plan.

Unless the majority of the directors of MM2 present, or represented, and
entitled to vote at a meeting of directors shall have first approved thereof, no
amendment of the Plan shall be effective which would (i) increase the maximum
number of shares referred to in section 5 of the Plan or the maximum awards that
may be granted pursuant to section 4 of the Plan to any one individual or (ii)
extend the maximum period during which awards may be granted under the Plan. For
purposes of this section 10 (a), any (A) cancellation and re-issuance or (B)
repricing of any awards made under the Plan at a new option price shall not
constitute an amendment of this Plan.

With consent of the Eligible Participant adversely affected, the Board may amend
outstanding agreements evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.

(b) Termination. Unless the Plan shall theretofore have been terminated as above
provided, the Plan (but not the awards theretofore granted under the Plan) shall
terminate on and no awards shall be granted after July 8, 2017.





                                        5