Exhibit 4.2


    

      STOCK
        COMPENSATION PLAN FOR CONSULTANTS AND OTHERS FOR THE YEAR 2005
        NO.1

      


      


      1.
        PURPOSE OF PLAN

      


      1.1
        This
        Stock Compensation Plan for Consultants and Others For the Year 2005 No.
        1 (the
        "Plan") of JUPITER Global Holdings, Corp., a Nevada corporation (the "Company")
        for employees, officers, directors and other persons associated with the
        Company
        or that render outside consulting services to the Company, is intended to
        advance the best interests of the Company by providing those persons who
        have a
        substantial responsibility for its management and growth with additional
        incentive and by increasing their proprietary interest in the success of
        the
        Company, thereby encouraging them to maintain their relationships with the
        Company. Further, the availability and offering of common stock under the
        Plan
        supports and increases the Company's ability to attract and retain individuals
        of exceptional talent upon whom, in large measure, the sustained progress,
        growth and profitability of the Company depends. 

      


      2.
        DEFINITIONS

      


      2.1
        For
        Plan purposes, except where the context might clearly indicate other
        wise, the following terms shall have the meanings set forth below:

      


      "Board"
        shall mean the Board of Directors of the Company.

      


      "Committee"
        shall mean the Compensation Committee, or such other committee appointed
        by the
        Board, which shall be designated by the Board to administer the Plan, or
        the
        Board if no committees have been established. If no committees have been
        established the Board will designate one member of the Board as the Plan
        Administrator. The Committee shall be composed of three or more persons as
        from
        time to time are appointed to serve by the Board. Each member of the Committee,
        while serving as such, shall be a disinterested person with the meaning of
        Rule
        16b-3 promulgated under the Securities Exchange Act of 1934.

      


      "Common
        Shares" shall mean the Company's Common Shares, $.0001 par value per share,
        or,
        in the event that the outstanding Common Shares are hereafter changed into
        or
        exchanged for different shares of securities of the Company, such other shares
        or securities.

      


      "Company"
        shall mean JUPITER Global Holdings, Corp., a Nevada corporation, and any
        parent
        or subsidiary corporation of JUPITER Global Holdings, Corp., as such terms
        are
        defined in Sections 425(e) and 425(f), respectively, of the Code.

      


      "Fair
        Market Value" shall mean, the average of the highest and lowest reported
        sales
        prices of the Common Shares, as reported by such responsible reporting service
        as the Committee may select, or if there were no transactions in the Common
        Shares on such day, then the last preceding day on which transactions took
        place. The above notwithstanding, the Committee may determine the Fair Market
        Value in such other manner as it may deem more equitable for Plan purposes
        or as
        is required by applicable laws or regulations. 

      


      "Common
        Stock" shall mean shares of common stock which are issued by the Company
        pursuant to Section 5, below.

      


      "Common
        Stockholder" means the employee of, consultant to, or director of the Company
        or
        other person to whom shares of Common Stock are issued pursuant
        to this Plan.


      
        
          
          

        

        
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      "Common
        Stock Agreement" means an agreement executed by a Common Stockholder and
        the
        Company as contemplated by Section 5, below, which imposes on the shares
        of
        Common Stock held by the Common Stockholder such restrictions as the Board
        or
        Committee deem appropriate. Although there is no requirement under this Plan
        for
        a Common Stock Agreement as a condition of an award of Common Stock to a
        Common
        Stockholder, the Company will from time to time utilize Common Stock Agreements,
        in a form approved by the Committee, under this Plan.

      


      3.
        ADMINISTRATION OF THE PLAN

      


      3.1
        The
        Committee shall administer the Plan and accordingly, it shall have full power
        to
        grant Common Stock issuances, construe and interpret the Plan, establish
        rules
        and regulations and perform all other acts, including the
        delegation of administrative responsibilities, it believes reasonable and
        proper.

      


      3.2
        The
        determination of those eligible to receive Common Stock, and the amount,
        type
        and timing of each grant and the terms and conditions of the Common Stock
        agreements shall rest in the sole discretion of the Committee, subject to
        the
        provisions of the Plan.

      


      3.3
        The
        Board, or the Committee, may correct any defect, supply any omission or
        reconcile any inconsistency in the Plan, or in any Common Stock agreement,
        in
        the manner and to the extent it shall deem necessary to carry it into
        effect.

      


      3.4
        Any
        decision made, or action taken, by the Committee or the Board arising out
        of or
        in connection with the interpretation and administration of the Plan shall
        be
        final and conclusive.

      


      3.5
        Meetings of the Committee shall be held at such times and places as shall
        be
        determined by the Committee. A majority of the members of the Committee shall
        constitute a quorum for the transaction of business, and the vote of a majority
        of those members present at any meeting shall decide any question brought
        before
        that meeting. In addition, the Committee may take any action otherwise proper
        under the Plan by the affirmative vote, taken without a meeting, of a majority
        of its members.

      


      3.6
        No
        member of the Committee shall be liable for any act or omission of any other
        member of the Committee or for any act or omission on his own part, including,
        but not limited to, the exercise of any power or discretion given to him
        under
        the Plan, except those resulting from his own gross negligence or willful
        misconduct.

      


      3.7
        The
        Company, through its management, shall supply full and timely information
        to the
        Committee on all matters relating to the eligibility of persons to receive
        Common Stock under the Plan (“Plan Participants”), their duties and performance,
        and current information on any Plan Participant’s death, retirement, disability
        or other termination of association with the Company, and such other pertinent
        information as the Committee may require. The Company shall furnish the
        Committee with such clerical and other assistance as is necessary in the
        performance of its duties hereunder.

      


      4.
        SHARES SUBJECT TO THE PLAN

      


      4.1
        The
        total number of shares of the Company available for grants of Common Stock
        under
        the Plan shall be 100,000,000 Common Shares, subject to adjustment in accordance
        with Article 7 of the Plan, which shares may be either authorized but unissued
        or re-acquired Common Shares of the Company.

      
        
          
            
            

          

          
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      5.
        AWARD OF COMMON STOCK

      


      5.1
        The
        Board or Committee from time to time, in its absolute discretion, may (a)
        award
        Common Stock to employees of, consultants to, and directors of the Company,
        and
        such other persons as the Board or Committee may select. All such recipients
        of
        Common Shares shall be collectively referred to throughout this Plan as Plan
        Participants. The Board or Committee, as the case maybe, is specifically
        authorized to grant the issuance of Common Stock under this Plan, as
        compensation that would otherwise be payable to the Plan Participants in
        exchange for their services to the Company.

      


      5.2
        Common Stock may be issued pursuant to a Common Stock Agreement, which shall
        be
        executed by the Common Stockholder and the Company and which shall contain
        such
        terms and conditions as the Board or Committee shall determine consistent
        with
        this Plan, including such restrictions on transfer as are imposed by the
        Common
        Stock Agreement. Common Stock may also be issued under this Plan to Plan
        Participants pursuant to consulting or employment agreements entered into
        by the
        Company from time to time.

      


      5.3
        Upon
        delivery of the shares of Common Stock to the Common Stockholder, below,
        the
        Common Stockholder shall have, unless otherwise provided by the Board or
        Committee, all the rights of a stockholder with respect to said shares, subject
        to the restrictions in the Common Stock Agreement, including the right to
        receive all dividends and other distributions paid or made with respect to
        the
        Common Stock.

      


      5.4.
        Notwithstanding anything in this Plan or any Common Stock Agreement to the
        contrary, no Common Stockholders may sell or otherwise transfer, whether
        or not
        for value, any of the Common Stock prior to the date on which the Common
        Stockholder is vested therein.

      


      5.5
        All
        shares of Common Stock issued under this Plan (including any shares of Common
        Stock and other securities issued with respect to the shares of Common Stock
        as
        a result of stock dividends, stock splits or similar changes in the capital
        structure of the Company) shall be subject to such restrictions as the Board
        or
        Committee shall provide, which restrictions may include, without limitation,
        restrictions concerning voting rights, transferability of the Common Stock
        and
        restrictions based on duration of employment with the Company, Company
        performance and individual performance; provided that the Board or Committee
        may, on such terms and conditions as it may determine to be appropriate,
        remove
        any or all of such restrictions. Common Stock may not be sold or encumbered
        until all applicable restrictions have terminated or expire. The restrictions,
        if any, imposed by the Board or Committee of the Board under this Section
        5 need
        not be identical for all Common Stock and the imposition of any restrictions
        with respect to any Common Stock shall not require the imposition of the
        same or
        any other restrictions with respect to any other Common Stock.

      


      5.6
        Any
        Common Stock Agreement shall provide that the Company shall have the right
        to
        repurchase from the Common Stockholder any unvested Common Stock upon a
        termination of employment, termination of directorship or termination of
        a
        consultancy arrangement, as applicable, at a cash price per share equal to
        the
        purchase price paid by the Common Stockholder for such Common
        Stock.


      


      5.7
        In
        the discretion of the Board or Committee, any Common Stock Agreement may
        provide
        that the Company shall have the right of first refusal with respect to the
        Common Stock and a right to repurchase the vested Common Stock upon a
        termination of the Common Stockholder's employment with the Company, the
        termination of the Common Stockholder's consulting arrangement with the Company,
        the termination of the Common Stockholder's service on the Company's Board,
        or
        such other events as the Board or Committee may deem appropriate.

      


       5.8
        The
        Board or Committee shall cause a legend or legends to be placed on certificates
        representing shares of Common Stock that are subject to restrictions under
        Common Stock Agreements, which legend or legends shall make appropriate
        reference to the applicable restrictions.

      
        
          
            
            

          

          
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5.9 The Board or Committee shall cause the Plan Participant
            to
            execute a Common Stock Grant Agreement, in a form approved by the Committee,
            upon grant of Common Stock (the “Common Stock Grant”) and prior to issuance of
            Common Stock. 

        

      

       

      6.
        ADJUSTMENTS OR CHANGES IN CAPITALIZATION

      


      6.1
        In
        the event that the outstanding Common Shares of the Company are hereafter
        changed into or exchanged for a different number or kind of shares or other
        securities of the Company by reason of merger, consolidation, other
        reorganization, recapitalization, reclassification, combination of shares,
        stock
        split-up or stock dividend:

      


      A.
        Prompt, proportionate, equitable, lawful and adequate adjustment shall be
        made
        of the aggregate number and kind of shares subject to all Common Stock
        Agreements which may be granted under the Plan, such that the Plan Participants
        shall have the right to receive such Common Shares as may be issued in exchange
        for the Common Shares had such merger, consolidation, other reorganization,
        recapitalization, reclassification, combination of shares, stock split-up
        or
        stock dividend not taken place;

      
6.2
        Notwithstanding the provisions in Section 6.1, above, the maximum number
        of
        shares of Common Stock that may be granted under this Plan shall not be
        proportionately adjusted in the event of any increase or decrease in the
        number
        of the issued shares of the Common Stock which results from a split-up (forward
        stock split) or consolidation of shares (reverse stock split), payment of
        a
        stock dividend or dividends exceeding a total of five percent for which the
        record dates occur in any one fiscal year, a recapitalization (other than
        the
        conversion of convertible securities according to their terms), a combination
        of
        shares or other like capital adjustment;

      


      6.3
        The
        foregoing adjustments and the manner of application of the foregoing provisions
        shall be determined solely by the Committee, whose determination as to what
        adjustments shall be made and the extent thereof, shall be final, binding
        and
        conclusive. No fractional Shares shall be issued under the Plan on account
        of
        any such adjustments.

       

      7.
        AMENDMENT AND TERMINATION OF PLAN

      


      7.1
        The
        Board may at any time, and from time to time, suspend or terminate the Plan
        in
        whole or in part or amend it from time to time in such respects as the Board
        may
        deem appropriate and in the best interest of the Company.

      


      7.2
        No
        amendment, suspension or termination of this Plan shall, without the Plan
        Participant’s consent, alter or impair any of the rights or obligations under
        any Common Stock Agreement theretofore granted to him under the
        Plan.

      


      7.3
        The
        Board may amend the Plan, subject to the limitations cited above, in such
        manner
        as it deems necessary to permit the granting of Stock Options meeting the
        requirements of future amendments or issued regulations, if any, to the
        Code.

      
        
          
            
            

          

          
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      8.
        GOVERNMENT AND OTHER REGULATIONS

      


      8.1
        The
        obligation of the Company to issue, transfer and deliver Common Shares received
        under the Plan shall be subject to all applicable laws, regulations, rules,
        orders and approvals which shall then be in effect and required by the relevant
        stock exchanges on which the Common Shares are traded and by government entities
        as set forth below or as the Committee in its sole discretion shall deem
        necessary or advisable. Specifically, in connection with the Securities Act
        of
        1933, as amended, the receipt of any Common Shares under the Plan by Plan
        Participants shall be governed by the rules and regulations promulgated under
        the Securities Act of 1933, as amended, as to the permitted uses of Form
        S-8 and
        the issuance of securities registered on such Form S-8. Any determination
        in
        this connection by the Committee shall be final, binding and conclusive.
        The
        Company may, but shall in no event be obligated to, take any other affirmative
        action in order to cause the issuance of Common Shares pursuant thereto to
        comply with any law or regulation of any government authority.

      


      9.
        MISCELLANEOUS PROVISIONS

      


      9.1
        No
        person shall have any claim or right to be granted Common Stock under the
        Plan,
        and the grant of Common Stock under the Plan shall not be construed as giving
        a
        Common Stockholder the right to be retained by the Company. Furthermore,
        the
        Company expressly reserves the right at any time to terminate its relationship
        with an Plan Participant with or without cause, free from any liability,
        or any
        claim under the Plan, except as provided herein, in any agreement between
        the
        Company and the Plan Participant.

      


      9.2
        Any
        expenses of administering this Plan shall be borne by the Company.

      


      9.3
        The
        place of administration of the Plan shall be in the City of Vancouver, British
        Columbia, Canada or any other placed deemed by the Committee, but the validity,
        construction, interpretation, administration and effect of the Plan and of
        its
        rules and regulations, and rights relating to the Plan, shall be determined
        solely in accordance with the laws of the State of Nevada.

      


      9.4
        Without amending the Plan, grants may be made to persons who are foreign
        nationals or employed outside the United States, or both, on such terms and
        conditions, consistent with the Plan's purpose, different from those specified
        in the Plan as may, in the judgment of the Committee, be necessary or desirable
        to create equitable opportunities given differences in tax laws in other
        countries.

      


      9.5
        In
        addition to such other rights of indemnification as they may have as members
        of
        the Board or the Committee, the members of the Committee shall be indemnified
        by
        the Company against all costs and expenses reasonably incurred by them in
        connection with any action, suit or proceeding to which they or any of them
        may
        be party by reason of any action taken or failure to act under or in connection
        with the Plan or any Common Stock Agreement granted thereunder, and against
        all
        amounts paid by them in settlement thereof (provided such settlement is approved
        by independent legal counsel selected by the Company) or paid by them in
        satisfaction of a judgment in any such action, suit or proceeding, except
        a
        judgment based upon a finding of bad faith; provided that upon the institution
        of any such action, suit or proceeding a Committee member shall, in writing,
        give the Company notice thereof and an opportunity, at its own expense, to
        handle and defend the same, with counsel acceptable to the Plan Participant,
        before such Committee member undertakes to handle and defend it on his own
        behalf.

      
        
          
          

        

        
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      9.6
        Notwithstanding anything to the contrary in the Plan, if the Committee finds
        by
        a majority vote, after full consideration of the facts presented on behalf
        of
        both the Company and the Plan Participant, that the Plan Participant has
        been
        engaged in fraud, embezzlement, theft, insider trading in the Company's stock,
        commission of a felony or proven dishonesty in the course of his association
        with the Company or any subsidiary corporation which damaged the Company
        or any
        subsidiary corporation, or for disclosing trade secrets of the Company or
        any
        subsidiary corporation, the Plan Participant shall forfeit all Common Shares
        that remain in the beneficial ownership of the Plan Participant and that
        were
        received by him under the Plan. The decision of the Committee as to the cause
        of
        a Plan Participant’s discharge and the damage done to the Company shall be
        final. No decision of the Committee, however, shall affect the finality of
        the
        discharge of such Plan Participant by the Company or any subsidiary corporation
        in any manner.

      
        
           

        

      

      10.
        WRITTEN AGREEMENT

      


      10.1
        All
        Common Shares granted hereunder shall be embodied in a written Common Stock
        Agreement or other form of consulting or employment agreement which shall
        be
        subject to the terms and conditions prescribed above and shall be signed
        by the
        Plan Participant and by the President of the Company, or by the Chief Executive
        Officer of the Company or by the Plan Administrator of the Board, for and
        in the
        name and on behalf of the Company. Such Common Stock Agreement, consulting
        agreement or employment agreement shall contain such other provisions as
        the
        Committee, in its discretion shall deem advisable.

      
        
          
            
            

          

          
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      The
        undersigned duly appointed secretary of the Company, does hereby certify
        that
        this Plan, and its terms and provisions, were duly approved by the Company’s
        Board of Directors on this 24 day
        of
        October, 2005.


      
        
          	 	 	 
	 	COMPANY
                  NAME CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Edwin
                  Kwong
	 	
                  
Edwin
                  Kwong
	 	Corp
                  Secretary, Plan Administrator


        

        
           

           

          
            
            

          

          
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