EXHIBIT 4.2 Individual Stock Option Plan





EXHIBIT 99.B




INDIVIDUAL STOCK OPTION AGREEMENT

PURSUANT TO SE GLOBAL EQUITIES CORP. 2004 STOCK OPTION PLAN


THIS AGREEMENT is entered into as of ____ day of __________________, 2004
(the "Date of Grant")

BETWEEN:


    SE GLOBAL EQUITIES CORP., a corporation incorporated pursuant to the
    laws of State of Minnesota, having a business office at P.O. Box 297, 1142
    South Diamond Bar Boulevard, Diamond Bar, CA 91765;

    (the "Company")

  

AND:


    ______________________, of __________________________________

    ________________________________________________________________________________________________________________________

    (the "Optionee")

  

WHEREAS:

	The Board of Directors of the Company (the "Board") has approved and
  adopted the 2004 Stock Option Plan (the "Plan"), pursuant to which the Board
  is authorized to grant to employees and other selected persons stock options
  to purchase common stock, without par value, of the Company (the "Common
  Stock"); 
	The Plan provides for the granting of stock options that either (i) are
  intended to qualify as "Incentive Stock Options" within the meaning of Section
  422 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) do
  not qualify under Section 422 of the Code ("Non-Qualified Stock Options"); and
  
	The Board has authorized the grant to Optionee of options to purchase a
  total of _______________________ shares of Common Stock (the "Options"), which
  Options are intended to be (select one): 


  Incentive
        Stock Options; or

         
        Non-Qualified Stock Options;

      
    
  

NOW THEREFORE, the Company agrees to offer to the Optionee the option to
purchase, upon the terms and conditions set forth herein and in the Plan,
_______________ shares of Common Stock. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Plan.



  	Exercise Price and Duration. The Options shall be exercisable until
  4:00 p.m. (Vancouver time) on that day (the "Expiration Date") that is
  ________ years following the Date of Grant, at an exercise price of US$______
  per share; provided that in accordance with Section 5.1(d) of the Plan: 

 



	the Expiration Date of any Incentive Stock Option granted to a greater
  than ten percent (> 10%) shareholder of the Company shall not be later than
  five (5) years from the Date of Grant); 

  
	so long as the Company's Common Stock is traded on a Designated Exchange
  (as defined in the Plan), all Options granted pursuant to the Plan shall
  expire not later than five (5) years from the Date of Grant; and 

  
	if the Common Shares are not traded on a Designated Exchange and in the
  absence of action to the contrary by the Plan Administrator (as defined in the
  Plan) in connection with the grant of a particular Option, and except in the
  case of Incentive Stock Options as described above, all Options granted under
  the Plan shall expire not later than ten (10) years from the Date of Grant.
  

  




  	Limitation on the Number of Shares. If the Options granted hereby are
  Incentive Stock Options, the number of shares which may be acquired upon
  exercise thereof is subject to the limitations set forth in Section 5.1(a) of
  the Plan. 

  
	Vesting Schedule. 

  	If the Options granted hereby are Non-Qualified Stock Options, they
    shall vest as of the Date of Grant. 

    
	If the Options granted hereby are Incentive Stock Options, they shall
    vest in accordance with Section 5.1(e) of the Plan. 

    


  
	Options not Transferable. The Options may not be transferred,
  assigned, pledged or hypothecated in any manner (whether by operation of law
  or otherwise) other than by will or by applicable laws of descent and
  distribution, and shall not be subject to execution, attachment or similar
  process. In the event of an Optionee's death, any Option held by the Optionee
  shall be exercisable only by the person or persons to whom such Optionee's
  rights under such Option shall pass by the Optionee's will or by the laws of
  descent and distribution. Upon any attempt to transfer, pledge, hypothecate or
  otherwise dispose of any Option or of any right or privilege conferred by the
  Plan contrary to the provisions thereof, or upon the sale, levy or attachment
  or similar process upon the rights and privileges conferred by the Plan, such
  Option shall thereupon terminate and become null and void. 





  	Investment Intent. By accepting the Options, the Optionee represents
  and agrees that none of the shares of Common Stock purchased upon exercise of
  the Options will be distributed in violation of applicable federal and state
  laws and regulations. In addition, the Company may require, as a condition of
  exercising the Options, that the Optionee execute an undertaking, in such a
  form as the Company shall reasonably specify, that the Stock is being
  purchased only for investment and without any then-present intention to sell
  or distribute such shares. 

  
	Termination of Options. Vested Options
  shall terminate, to the extent not previously exercised, upon the occurrence
  of the first of the following events: 

  

    
	Expiration. The Expiration Date. 

    
	Termination for Cause. The date of an Optionee's termination of
    employment or contractual relationship with the Company or any Related
    Corporation (as defined in the Plan) for cause (as determined in the sole
    discretion of the Plan Administrator, acting reasonably). 

    
	Termination Due to Death or Disability. The expiration of one (1)
    year from the date of the death of the Optionee, or the expiration of six
    (6) months from termination of an Optionee's employment or contractual
    relationship by reason of Disability (as defined in Section 5(g) of the
    Plan). 

    
	Termination for Any Other Reason. The expiration of thirty (30) days
    from the date of an Optionee's termination of employment or contractual
    relationship with the Company or any Related Corporation for any reason
    whatsoever other than cause, death or Disability. 

    


  	Termination of Options Granted in the Optionee's Capacity as a Director.
  Notwithstanding Section 6, any Options that have vested and which have been
  granted to the Optionee in the Optionee's capacity as a director of the
  Company or a Related Corporation shall terminate upon the occurrence of the
  first of the following events: 

  

    
	Expiration. The Expiration Date. 




  

    	Termination for Cause. The date the Optionee is removed as a
    director for cause (as determined in the sole discretion of the Plan
    Administrator, acting reasonably). 

    
	Termination Due to Death or Disability. The expiration of one (1)
    year from the date of the death of the Optionee, or the expiration of six
    (6) months from cessation of the Optionee's service as a director of the
    Company or Related Corporation, as the case may be, by reason of Disability.
    

    
	Termination Due to Cessation of Service as a Director. The
    expiration of thirty (30) days from the date the Optionee ceases to serve as
    a director of the Company or Related Corporation, as the case may be, unless
    the Optionee continues to be engaged by the Corporation as an Employee (as
    defined in the Plan), officer or consultant in which event the terms of the
    Option shall be governed by the provisions of Section 6. 

    





  	Termination of Unvested Incentive Stock Options. Each unvested
  Incentive Stock Option granted pursuant hereto shall terminate immediately
  upon termination of the Optionee's employment or contractual relationship with
  the Company for any reason whatsoever, including death or Disability, unless
  vesting is accelerated in accordance with Section 5(f) of the Plan. 

  
	Stock. In the case of any stock split, stock dividend or like change
  in the nature of shares of Stock covered by this Agreement, the number of
  shares and exercise price shall be proportionately adjusted as set forth in
  Section 5(m) of the Plan. 

  
	Exercise of Option. Options shall be
  exercisable, in full or in part, at any time after vesting, until termination;
  provided, however, that any Optionee who is subject to the reporting
  and liability provisions of Section 16 of the Securities Exchange Act
  of 1934 with respect to the Common Stock shall be precluded from selling or
  transferring any Common Stock or other security underlying an Option during
  the six (6) months immediately following the grant of that Option. If less
  than all of the shares included in the vested portion of any Option are
  purchased, the remainder may be purchased at any subsequent time prior to the
  expiration or termination of the Option. Only whole shares may be issued
  pursuant to an Option, and to the extent that an Option covers less than one
  (1) share, it is unexercisable.
  Each exercise of the Options shall be by means of delivery of a notice of
  election to exercise (which may be in the form attached hereto as Exhibit A)
  to the Chief Financial Officer of the Company at its principal executive
  office, specifying the number of shares of Common Stock to be purchased and
  accompanied by payment in cash by certified check or cashier's check in the
  amount of the full exercise price for the Common Stock to be purchased. 
  

	Holding Period for Incentive Stock Options. In order to obtain the tax
  treatment provided for Incentive Stock Options by Section 422 of the Code, the
  shares of Common Stock received upon exercising any Incentive Stock Options
  received pursuant to this Agreement must be sold, if at all, after a date
  which is later of two (2) years from the date of this agreement is entered
  into or one (1) year from the date upon which the Options are exercised. The
  Optionee agrees to report sales of shares prior to the above determined date
  to the Company within one (1) business day after such sale is concluded. The
  Optionee also agrees to pay to the Company, within five (5) business days
  after such sale is concluded, the amount necessary for the Company to satisfy
  its withholding requirement required by the Code in the manner specified in
  Section 5.1(1)(iii) of the Plan. Nothing in this Section is intended as a
  representation that Common Stock may be sold without registration under state
  and federal securities laws or an exemption therefrom or that such
  registration or exemption will be available at any specified time. 

  
	Subject to 2001 Stock Option Plan. The terms of the Options are
  subject to the provisions of the Plan, as the same may from time to time be
  amended, and any inconsistencies between this Agreement and the Plan, as the
  same may be from time to time amended, shall be governed by the provisions of
  the Plan, a copy of which has been delivered to the Optionee, and which is
  available for inspection at the principal offices of the Company. 

  
	Professional Advice. The acceptance of the Options and the sale of
  Common Stock issued pursuant to the exercise of Options may have consequences
  under federal and state tax and securities laws which may vary depending upon
  the individual circumstances of the Optionee. Accordingly, the Optionee
  acknowledges that he or she has been advised to consult his or her personal
  legal and tax advisor in connection with this Agreement and his or her
  dealings with respect to Options for the Common Stock. Without limiting other
  matters to be considered, the Optionee should consider whether upon the
  exercise of Options, the Optionee will file an election with the Internal
  Revenue Service pursuant to Section 83(b) of the Code. 





  	No Employment Relationship. Whether or not any Options are to be
  granted under this Plan shall be exclusively within the discretion of the Plan
  Administrator, and nothing contained in this Plan shall be construed as giving
  any person any right to participate under this Plan. The grant of an Option
  shall in no way constitute any form of agreement or understanding binding on
  the Company or any Related Corporation, express or implied, that the Company
  or any Related Corporation will employ or contract with an Optionee for any
  length of time, nor shall it interfere in any way with the Company's or, where
  applicable, a Related Corporation's right to terminate Optionee's employment
  at any time, which right is hereby reserved. 

  
	Entire Agreement. This Agreement is the only agreement between the
  Optionee and the Company with respect to the Options, and this Agreement and
  the Plan supersede all prior and contemporaneous oral and written statements
  and representations and contain the entire agreement between the parties with
  respect to the Options. 

  
	Proper Law. This Agreement will be governed by and construed in
  accordance with the laws of the State of California. 

  
	Notices. Any notice required or permitted to be made or given
  hereunder shall be mailed or delivered personally to the addresses set forth
  below, or as changed from time to time by written notice to the other:
  The Company:

          SE Global Equities Corp.

        P.O. Box 297

        1142 South Diamond Bar Boulevard

        Diamond Bar, CA 91765

        Attention: Chief Financial Officer

  The Optionee:

          ________________________

          ________________________

          ________________________

          (fill in name and address)

   



  	Counterparts. This Agreement may be executed in several counterparts,
  each of which will be deemed to be an original and all of which will together
  constitute one and the same instrument. 

  
	Electronic Means. Delivery of an executed copy of this Agreement by
  electronic facsimile transmission or other means of electronic communication
  capable of producing a printed copy will be deemed to be execution and
  delivery of this Agreement as of the Date of Grant. 



IN WITNESS WHEREOF the parties have executed and delivered this Agreement as
of the date first above written.

 


SE GLOBAL EQUITIES CORP.



Per:

Authorized Signatory

 

 


  
  	SIGNED, SEALED and DELIVERED
      by

      

      ______________________ in the presence of:

      

      

                                                                                            
      

      Signature

      

                                                                                            
      

      Print Name

      

                                                                                            
      

      Address

      

                                                                                            
      

      

                                                                                      
      

      Occupation	
      

      

      

      

      

      

      

      

      

      

      
	

      

      

      

                                                                                            
      

      (name of Optionee)

      OPTIONEE


  


THERE MAY NOT BE PRESENTLY AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES OF STOCK UPON EXERCISE OF THESE OPTIONS. ACCORDINGLY, THESE OPTIONS
CANNOT BE EXERCISED UNLESS THESE OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON EXERCISE OF THESE OPTIONS ARE REGISTERED OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

THE SHARES OF STOCK ISSUED PURSUANT TO THE EXERCISE OF OPTIONS WILL BE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE
COMPANY IS NOT OBLIGATED TO REGISTER THE SHARES OF STOCK OR TO MAKE AVAILABLE
ANY EXEMPTION FROM REGISTRATION.



EXHIBIT A

Notice of Election to Exercise


To: SE Global Equities Corp.

Attention: The Chief Financial Officer

This Notice of Election to Exercise shall constitute proper notice pursuant
to Section 5(h) of the 2004 Stock Option Plan (the "Plan") of SE Global Equities
Corp. (the "Company") and Section 10 of that certain Stock Option Agreement (the
"Agreement") dated as of the _____ day of ___________________________, between
the Company and the undersigned.

The undersigned hereby elects to exercise Optionee's option to purchase
shares of the common stock of the Company at a price of US$ _______ per share,
for aggregate consideration of US$ __________, on the terms and conditions set
forth in the Agreement and the Plan. Such aggregate consideration, in the form
specified in Section 10 of the Agreement, accompanies this notice. 

The undersigned has executed this Notice this _______ day of ____________,
_______. 



Signature





Name (typed or printed)