Exhibit 10.13

                              CROWN PARTNERS, INC.
  NON-EMPLOYEE DIRECTORS, ADVISORS AND CONSULTANTS RETAINER STOCK PLAN FOR 2004

         1. Introduction.  This Plan shall be known as the "CROWN PARTNERS, INC.
Non-Employee  Directors and  Consultants  Retainer Stock Plan for the Year 2004"
and is  hereinafter  referred to as the "Plan." The purposes of this Plan are to
enable Crown Partners,  Inc., a Nevada  corporation (the "Company"),  to promote
the interests of the Company and its  stockholders  by attracting  and retaining
non-employee  Directors,  Advisors,  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:

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

"Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

"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  this  Plan,  as more fully
defined in Paragraph 13 hereof.

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

"Company" has the meaning set forth in Paragraph 1 hereof.

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.

"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 Paragraph 7 hereof.

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

"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 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.

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

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


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"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.

"Participant" has the meaning set forth in Paragraph 4 hereof.

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

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

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

         3.  Effective  Date of the  Plan.  This Plan was  adopted  by the Board
effective January 1, 2004 (the "Effective Date").

         4.  Eligibility.   Each  individual  who  is  a  Director,  Advisor  or
Consultant on the  Effective  Date and each  individual  who becomes a Director,
Advisor  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,  advisors or consultants shall be payable
in shares of the Common  Stock (the "Stock  Retainer")  pursuant to this Plan at
the deemed issuance price of $0.05 per Share.

         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.


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         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.

         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  Paragraph 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.  (a) 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  Paragraph 8 as soon as  practicable  after the applicable
Delivery Date.  Except with respect to a Deferral Election pursuant to Paragraph
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  Paragraph  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
Paragraph  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.

         (b) 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  Paragraph  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 Paragraph 8.

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

         (a) 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.

         (b) Nothing  contained  in this Plan shall  prevent  the  Company  from
adopting other or additional compensation arrangements for the Participants.

         11. Shares Available. Subject to Paragraph 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  1,000,000.  Shares  of the  Common  Stock
issuable  under this Plan may be taken from  treasury  shares of the  Company or
purchased on the open market.

         12. Adjustments; Change of Control.

         (a) 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 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 likewise
be appropriately  adjusted to reflect the effectiveness of any such Transaction,
and (iii) the Committee shall appropriately adjust any other relevant provisions
of this Plan and any such  modification  by the  Committee  shall be binding and
conclusive on all persons.


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         (b) If the shares of the Common Stock  credited to the  Deferred  Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  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.

         (c) In lieu of the adjustment  contemplated by Paragraph  12(a), 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.

         (d) 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 Paragraph 12(d) 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


<PAGE>

         (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

         (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.


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         13. Administration; Amendment and Termination.

         (a) 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.

         (b) 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.

         (a)  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.

         (b) 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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         14.1 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.

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

IN WITNESS WHEREOF, this Plan has been executed effective as of January 1, 2004.


                                        CROWN PARTNERS, INC.



                                        By: /s/ John Bonaventura
                                           -----------------------------------
                                           John Bonaventura, President