Exhibit 4.2

                        ARIZONA AIRCRAFT SPARES, INC.
                   NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                   RETAINER STOCK OPTION PLAN, AS AMENDED

1.  Introduction.

This plan shall be known as "Arizona Aircraft Spares, Inc.'s Non-
Employee Directors and Consultants Retainer Stock Option Plan" is
hereinafter referred to as the "Plan".  The purposes of the Plan
are to enable Arizona Aircraft Spares, Inc., a Nevada corporation
("Company"), to promote the interests of the Company and its
shareholders 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 shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par value one tenth
of one cent ($0.001) per share ("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 Section 12(d).

"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 the Plan, as more
fully defined in Section 13.

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

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

"Deferral Election" has the meaning set forth in Section 6.

"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.

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

"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 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 Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

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

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

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

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

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

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

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective November 19, 2003, and
as amended June 10, 2004 ("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 the Plan, shall be a participant
("Participant") in the 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 Common Stock pursuant to the 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.   PROVISIONS RELATING TO STOCK OPTIONS

     5.1  Grants of Stock Options.

     The Board may grant Stock Options in such amounts, and at such
times as the Board, in its discretion, may determine.   The Board
shall have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall
be designated non-statutory stock options by the Board on the date
of grant.  Each Stock Option shall be evidenced by a written
agreement (the "Option Agreement") in a form approved by the Board,
which shall be executed on behalf of the Company and by the
Participant to whom the Stock Option is granted, and which shall be
subject to the terms and conditions of this Plan

     5.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be fifty cents
($0.50).

     5.3  Option Period.

     The Stock Option period (the "Term") shall commence on the date
of grant of the Stock Option and shall be three (3) years or such
shorter period as is determined by the Board.

     5.4  Exercise of Options.

     5.4.1  Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at
the principal office of the Company, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise in
the form prescribed by paragraph 2.4.2.  Payment may be made (i) in
cash, (ii) by cashier's or certified check, (iii) by surrender of
previously owned shares of the Company's Common Stock, (iv) by
withholding from the Option Shares which would otherwise be issuable
upon the exercise of the Stock Option that number of Option Shares
equal to the exercise price of the Stock Option, if such withholding
is authorized by the Committee in its discretion, (v)by cashless
exercise through a brokerage transaction or (vi) in the discretion
of the Board, by the delivery to the Company of the optionee's
promissory note secured by the Option Shares.

6.  Shares Available.

The maximum number of shares of Common Stock which may in the
aggregate be paid as pursuant to the Plan is Two Million Two
Hundred and Thirty Thousand (2,230,000).  Shares of Common Stock
issueable under the Plan may be taken from treasury shares of the
Company or purchased on the open market.

7.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
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.

8.  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.

Arizona Aircraft Spares, Inc.

By: /s/ Vito Peppitoni
Vito Peppitoni, Chief Executive Officer