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EXHIBIT 4.2

                          2003 EQUITY COMPENSATION PLAN

1. PURPOSE OF THE PLAN

     The purpose of the Plan is to aid the Company, its Subsidiaries and
Affiliates, as may be applicable, in recruiting and retaining key individuals of
outstanding ability and to motivate such individuals to exert their best efforts
on behalf of the Company, its Subsidiaries and Affiliates by providing
incentives through the granting of Awards. The Company expects that it will
benefit from the added interest which such key individuals will have in the
welfare of the Company as a result of their proprietary interest in the
Company's success.

2. DEFINITIONS

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

          (a) Act: The Securities Exchange Act of 1934, as amended, or any
              successor thereto.

          (b) Affiliate: With respect to the Company, any company directly or
              indirectly controlling, controlled by, or under common control
              with, the Company or any other entity designated by the Board of
              Directors of the Company in which the Company has an interest.

          (c) Award: An Option or Stock-Based
              Award granted pursuant to the Plan. (d) Beneficial Owner: A
              "beneficial owner", as such term is defined in Rule 13d-3 under
              the Act (or any successor rule thereto).

          (d) Beneficial Owner: A "beneficial owner" as such term is defined in
              Rule 13d-3 under the Act (or any successor rule thereto)

          (e) Board: The Board of Directors of the Company.

          (f) Board Change: Within the twenty-four consecutive month period
              following the occurrence of any of the events set forth in Section
              2(v)(i), individuals who immediately prior to the occurrence of
              any of such events constitute the Board cease for any reason to
              constitute at least a majority thereof (other than in the event of
              a director's death or Disability).

          (g) Cause: In the event that a Participant is a party to an employment
              agreement with the Company, the Parent, a Subsidiary or an
              Affiliate at the date an Award is granted, "Cause" shall have the
              same meaning ascribed to such term in such employment agreement.
              In the event that a Participant is not party to any such
              employment agreement or there is no

          (h) such definition, "Cause" shall be defined as follows:

             (i)  a Participant's continued failure substantially to perform the
                  Participant's duties (other than as a result of total or
                  partial incapacity due to physical or mental illness) for a
                  period of 10 days following written notice by the Company to
                  the Participant of such failure; or

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             (ii)dishonesty in the performance of, or willful malfeasance or
                 willful misconduct in connection with, a Participant's duties;
                 or

             (iii) an act or acts on a Participant's part constituting (x) a
                 felony under the laws of the United States or any state thereof
                 or (y) a misdemeanor involving moral turpitude; or

             (iv)any act or omission of a Participant which is materially
                 injurious to the financial condition or business reputation of
                 Parent, the Company or any of its Subsidiaries or Affiliates;
                 or

             (v) a Participant's breach of any restrictive covenants contained
                 in any agreement with the Company or any of its Subsidiaries or
                 Affiliates to which Participant is a party.

          (i) Change in Control: The occurrence of any of the following events:

              (i)   any Person, other than the Company, any trustee or other
                    fiduciary holding securities under an employee benefit plan
                    of the Company, or any company owned, directly or
                    indirectly, by the shareholders of the Company in
                    substantially the same proportions as their ownership of
                    Stock of the Company, becomes the Beneficial Owner, directly
                    or indirectly, of securities of the Company, (a)
                    representing a greater percentage of the combined voting
                    power of the Company's then-outstanding securities than the
                    percentage of the combined voting power of the Company's
                    then-outstanding securities held by Parent and its
                    Affiliates and (b) representing 30% or more of the combined
                    voting power of the Company's then-outstanding securities;
                    or

             (ii)  during any period of twenty-four months (not including any
                   period prior to the Effective Date), individuals who at the
                   beginning of such period constitute the Board, and any new
                   director (other than (A) a director nominated by a Person who
                   has entered into an agreement with the Company to effect a
                   transaction described in Sections 2(h)(i), (iii) or (iv) of
                   the Plan, (B) a director nominated by any Person (including
                   the Company) who publicly announces an intention to take or
                   to consider taking actions (including, but not limited to, an
                   actual or threatened proxy contest) which if consummated
                   would constitute a Change in Control or (C) a director
                   nominated by any Person, other than Parent and its
                   Affiliates, who is the Beneficial Owner, directly or
                   indirectly, of securities of the Company representing 10% or
                   more of the combined voting power of the Company's
                   securities) whose election by the Board or nomination for
                   election by the Company's shareholders was approved in
                   advance by a vote of at least two-thirds ( 2/3) of the
                   directors then still in office who either were directors at
                   the beginning of the period or whose election or nomination
                   for election was previously so approved, cease for any reason
                   to constitute at least a majority thereof; or

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             (iii) the Company is merged or consolidated with any other company,
                   other than a merger or consolidation which would result in
                   the shareholders of the Company immediately prior thereto
                   continuing to own (either by remaining outstanding or by
                   being converted into voting securities of the surviving
                   entity) more than 50% of the combined voting power of the
                   voting securities of the Company or such surviving entity
                   outstanding immediately after such merger or consolidation;
                   or

             (iv) the complete liquidation of the Company or the sale or
                  disposition by the Company of all or substantially all of the
                  Company's assets, other than a liquidation of the Company or
                  sale of its assets to an Affiliate into a wholly-owned
                  subsidiary.

          (j)  Code: The Internal Revenue Code of 1986, as amended, or any
               successor thereto.

          (k)  Committee: The Board of Directors of the Company, the
               Compensation Committee of the Board, or, if applicable, the
               subcommittee to which such Committee delegates its duties and
               powers.

          (l)  Company: Time Lending, California, Inc.

          (m)  Disability: Inability to engage in any substantial gainful
               activity by reason of a medically determinable physical or mental
               impairment which constitutes a permanent and total disability, as
               defined in Section 22(f)(3) of the Code (or any successor section
               thereto). The determination whether a Participant has suffered a
               Disability shall be made by the Committee based upon such
               evidence as it deems necessary and appropriate. A Participant
               shall not be considered disabled unless he or she furnishes such
               medical or other evidence of the existence of the Disability as
               the Committee, in its sole discretion, may require.

          (n)  Effective Date: The date set by the Company's Board of Directors.

          (o)  Employer: The Company, a Subsidiary or an Affiliate, as
               applicable, which employs any given Participant.

          (p)  Fair Market Value: on a given date, the closing price of the
               Shares as reported on such date on the Composite Tape of the
               principal national securities exchange on which such Shares are
               listed or admitted to trading, or, if no Composite Tape exists
               for such national securities exchange on such date, then on the
               principal national securities exchange on which such Shares are
               listed or admitted to trading, or, if the Shares are not listed
               or admitted on a national securities exchange, the per Share
               closing bid price on such date as quoted on the National
               Association of Securities Dealers Automated Quotation System (or
               such market in which such prices are regularly quoted), or, if
               there is no market on which the Shares are regularly quoted, the
               Fair Market Value shall be the value established by the Committee
               in good faith;

               If no sale of Shares shall have been reported on such Composite
               Tape or such national securities exchange on such date or quoted
               on the National Association of Securities Dealer Automated
               Quotation System on such date, then the immediately preceding
               date on which sales of the Shares have been so reported or quoted
               shall be used.

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          (q)  ISO: An Option that is also an incentive stock option granted
               pursuant to Section 6(d) of the Plan.

          (r)  Stock-Based Awards: Awards granted pursuant to Section 8 of the
               Plan. Option: A stock option granted pursuant to Section 6 of the
               Plan. Option Price: The purchase price per Share of an Option, as
               determined pursuant to Section 6(a) of the Plan.

          (w)  Participant: An employee or director of the Company, its Parent,
               Subsidiary or Affiliate, or an individual who is not such an
               employee or director but who otherwise performs services for the
               Company, its Parent, Subsidiary or Affiliate, and in any case,
               who is selected by the Committee to participate in the Plan.

          (x)  Performance-Based Awards: Certain Other Stock-Based Awards
               granted pursuant to Section 8(b) of the Plan.

          (y)  Person: A "person", as such term is used for purposes of Section
               13(d) or 14(d) of the Act (or any successor section thereto).

          (z)  Plan: Time Lending, California, Inc. 2004 Equity Compensation
               Plan.

          (aa) Public Offering: A sale of shares of the Company's common stock
               to the public pursuant to a registration statement under the
               Securities Act of 1933, as amended, that has been declared
               effective by the Securities and Exchange Commission (other than a
               registration statement on Form S-4 or Form S-8, or any other
               successor or other forms promulgated for similar purposes, or a
               registration statement in connection with an offering to
               employees of the Company and its Subsidiaries) that results in an
               active trading market in the Company's common stock; provided,
               that there shall be deemed to be an "active trading market" if
               the Company's common stock is listed or quoted on a national
               stock exchange or the NASDAQ National Market.

          (bb) Shares: Shares of Common Stock of the Company, $0.001 par value
               per Share.

          (cc) Subsidiary: A subsidiary corporation, as defined in Section
               424(f) of the Code (or any successor section thereto).

3. SHARES SUBJECT TO THE PLAN

     The total number of Shares which may be issued under the Plan is less than
15% of the total Shares outstanding, which shall not exceed 400,000 Shares. The
Shares may consist, in whole or in part, of unissued Shares or treasury Shares.
The issuance of Shares or the payment of cash upon the exercise of an Award
shall reduce the total number of Shares available under the Plan, as applicable.
Shares which are subject to Awards which terminate or lapse may be granted again
under the Plan.

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4. ADMINISTRATION

     The Plan shall be administered by the Board of Directors or the Committee,
which may delegate its duties and powers in whole or in part to any subcommittee
thereof consisting solely of at least two individuals who are intended to
qualify as "non-employee directors" within the meaning of Rule 16b-3 under the
Act (or any successor rule thereto) and "outside directors" within the meaning
of Section 162(m) of the Code (or any successor section thereto). Awards may, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for federal, state, local or other taxes as a result
of the exercise of an Award. Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by (a)
delivery in Shares or (b) having Shares withheld by the Company from any Shares
that would have otherwise been received by the Participant.

5. LIMITATIONS

     No Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.

6. TERMS AND CONDITIONS OF OPTIONS

     Options granted under the Plan shall be, as determined by the Committee,
nonqualified or incentive stock options for federal income tax purposes, as
evidenced by the related Award agreements, and shall be subject to the foregoing
and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine:

          (a) Option Price. The Option Price per Share shall be determined by
              the Committee.

          (b) Exercisability. Options granted under the Plan shall be
              exercisable at such time and upon such terms and conditions as may
              be determined by the Committee, but in no event shall an Option be
              exercisable more than ten years after the date it is granted.

          (c) Exercise of Options. Except as otherwise provided in the Plan or
              in an Award agreement, an Option may be exercised for all, or from
              time to time any part, of the Shares for which it is then
              exercisable. For purposes of Section 6 of the Plan, the exercise
              date of an Option shall be the later of the date a notice of
              exercise is received by the Company and, if applicable, the date
              payment is received by the Company pursuant to clauses (i), (ii)
              or (iii) in the following sentence. The purchase price for the
              Shares as to which an Option is exercised shall be paid to

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              the Company in full at the time of exercise at the election of the
              Participant (i) in cash or its equivalent (e.g., by check); (ii)
              in Shares having a Fair Market Value equal to the aggregate Option
              Price for the Shares being purchased and satisfying such other
              requirements as may be imposed by the Committee; provided, that
              such Shares have been held by the Participant for no less than six
              months (or such other period as established from time to time by
              the Committee or generally accepted accounting principles); (iii)
              partly in cash and partly in such Shares; or (iv) through the
              delivery of irrevocable instruments to a broker to deliver
              promptly to the Company an amount equal to the aggregate Option
              price for the shares being purchased. No Participant shall have
              any rights to dividends or other rights of a stockholder with
              respect to Shares subject to an Option until the Participant has
              given written notice of exercise of the Option, paid in full for
              such Shares and, if applicable, has satisfied any other conditions
              imposed by the Committee pursuant to the Plan.

          (d) ISOs. The Committee may grant to employees Options under the Plan
              that are intended to be ISOs. Such ISOs shall comply with the
              requirements of Section 422 of the Code (or any successor section
              thereto), including, without limitation the requirement that the
              Option Price per Share subject to an ISO shall not be less than
              100% of the Fair Market Value of the Shares on the date an ISO is
              granted.. No ISO may be granted to any Participant who at the time
              of such grant, owns more than ten percent of the total combined
              voting power of all classes of stock of the Company or of any
              Subsidiary, unless (i) the Option Price for such ISO is at least
              110% of the Fair Market Value of a Share on the date the ISO is
              granted and (ii) the date on which such ISO terminates is a date
              not later than the day preceding the fifth anniversary of the date
              on which the ISO is granted. Any Participant who disposes of
              Shares acquired upon the exercise of an ISO either (i) within two
              years after the date of grant of such ISO or (ii) within one year
              after the transfer of such Shares to the Participant, shall notify
              the Company of such disposition and of the amount realized upon
              such disposition.

          (e) Attestation. Wherever in this Plan or any agreement evidencing an
              Award a Participant is permitted to pay the exercise price of an
              Option or taxes relating to the exercise of an Option by
              delivering Shares, the Participant may, subject to procedures
              satisfactory to the Committee, satisfy such delivery requirement
              by presenting proof of beneficial ownership of such Shares, in
              which case the Company shall treat the Option as exercised without
              further payment and shall withhold such number of Shares from the
              Shares acquired by the exercise of the Option.

7. STOCK-BASED AWARDS

     (a) Generally. The Committee, in its sole discretion, may grant Awards of
         Shares, Awards of restricted Shares and Awards that are valued in whole
         or in part by reference to, or are otherwise based on the Fair Market
         Value of, Shares ("Stock-Based Awards"). Such Stock-Based Awards shall
         be in such form, and dependent on such conditions, as the Committee
         shall determine, including, without limitation, the right to receive
         one or more Shares (or the equivalent cash value of such Shares) upon
         the completion of a specified period of service, the occurrence of an
         event and/or the attainment of performance objectives. Stock-Based
         Awards may be granted alone or in addition to any

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         other Awards granted under the Plan. Subject to the provisions of the
         Plan, the Committee shall determine to whom and when other Stock-Based
         Awards will be made, the number of Shares to be awarded under (or
         otherwise related to) such Stock-Based Awards; whether such Stock-Based
         Awards shall be settled in cash, Shares or a combination of cash and
         Shares; and all other terms and conditions of such Awards (including,
         without limitation, the vesting provisions thereof and provisions
         ensuring that all Shares so awarded and issued shall be fully paid and
         non-assessable).

     (b) Performance-Based Awards. Notwithstanding anything to the contrary
         herein, certain Stock-Based Awards granted under this Section 8 may be
         granted in a manner which is deductible by the Company under Section
         162(m) of the Code (or any successor section thereto)
         ("Performance-Based Awards"). A Participant's Performance-Based Award
         shall be determined based on the attainment of written performance
         goals approved by the Committee for a performance period established by
         the Committee (i) while the outcome for that performance period is
         substantially uncertain and (ii) no more than 90 days after the
         commencement of the performance period to which the performance goal
         relates or, if less, the number of days which is equal to 25 percent of
         the relevant performance period. The performance goals, which must be
         objective, shall be based upon one or more of the following criteria:
         (i) consolidated earnings before or after taxes (including earnings
         before interest, taxes, depreciation and amortization); (ii) net
         income; (iii) operating income; (iv) earnings per Share; (v) book value
         per Share; (vi) return on shareholders' equity; (vii) expense
         management; (viii) return on investment; (ix) improvements in capital
         structure; (x) profitability of an identifiable business unit or
         product; (xi) maintenance or improvement of profit margins; (xii) stock
         price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi)
         cash flow; (xvii) working capital and (xviii) return on assets. The
         foregoing criteria may relate to the Company, one or more of its
         Subsidiaries or one or more of its divisions or units, or any
         combination of the foregoing, and may be applied on an absolute basis
         and/or be relative to one or more peer group companies or indices, or
         any combination thereof, all as the Committee shall determine. In
         addition, to the degree consistent with Section 162(m) of the Code (or
         any successor section thereto), the performance goals may be calculated
         without regard to extraordinary items. The Committee shall determine
         whether, with respect to a performance period, the applicable
         performance goals have been met with respect to a given Participant
         and, if they have, to so certify and ascertain the amount of the
         applicable Performance Based Award. No Performance-Based Awards will be
         paid for such performance period until such certification is made by
         the Committee. The amount of the Performance-Based Award actually paid
         to a given Participant may be less than the amount determined by the
         applicable performance goal formula, at the discretion of the
         Committee. The amount of the Performance-Based Award determined by the
         Committee for a performance period shall be paid to the Participant at
         such time as determined by the Committee in its sole discretion after
         the end of such performance period; provided, however, that a
         Participant may, if and to the extent permitted by the Committee and
         consistent with the provisions of Section 162(m) of the Code, elect to
         defer payment of a Performance-Based Award.

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8. ADJUSTMENTS UPON CERTAIN EVENTS

     Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

          (a) Generally. In the event of any change in the outstanding Shares
              after the Effective Date by reason of any Share dividend or split,
              reorganization, recapitalization, merger, consolidation, spin-off,
              combination or exchange of Shares or other corporate exchange, or
              any distribution to shareholders of Shares other than regular cash
              dividends or any transactions similar to the foregoing, the
              Committee in its sole discretion and without liability to any
              person may make such substitution or adjustment, if any, as it
              deems to be equitable, as to (i) the number or kind of Shares or
              other securities issued or reserved for issuance pursuant to the
              Plan or pursuant to outstanding Awards, (ii) the Option Price
              and/or (iii) any other affected terms of such Awards.

          (b) Change in Control. Except as otherwise provided in an Award
              agreement or an employment, severance or change in control
              agreement, in the event of a Change in Control or a Parent
              Triggering Event, the Committee in its sole discretion and without
              liability to any person may take such actions, if any, as it deems
              necessary or desirable with respect to any Award (including,
              without limitation, (i) the acceleration of an Award, (ii) the
              payment of a cash amount in exchange for the cancellation of an
              Award and/or (iii) the requiring of the issuance of substitute
              Awards that will substantially preserve the value, rights and
              benefits of any affected Awards previously granted hereunder) as
              of the date of the consummation of the Change in Control.

9. NO RIGHT TO EMPLOYMENT OR AWARDS

     The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment or service or consulting
relationship of a Participant and shall not lessen or affect the Company's or
Subsidiary's right to terminate the employment or service or consulting
relationship of such Participant. No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).

10. SUCCESSORS AND ASSIGNS

     The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

11. NONTRANSFERABILITY AWARDS

     Unless otherwise determined by the Committee or as hereinafter provided, an
Award shall not be transferable or assignable by the Participant otherwise than
by will or by the laws of descent and distribution. An Award exercisable after
the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. However, unless the Award
agreement provides otherwise, a Participant may transfer his or her rights under
a nonqualified Option agreement, by assignment, satisfactory in form and
substance to the Committee, to a trust or similar entity established solely for

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the benefit of the Participant's lineal descendants; provided, that such
assignee must first agree to be bound by the same terms and conditions as the
Participant with respect to such Option; and provided, further, that the rights
of such assignee shall not themselves be transferable.

12. AMENDMENTS OR TERMINATION

     The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the shareholders of the Company, would (except as is provided in Section 9 of
the Plan), increase the total number of Shares reserved for the purposes of the
Plan or change the maximum number of Shares for which Awards may be granted to
any Participant or (b) without the consent of a Participant, would impair any of
the rights or obligations under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws. Notwithstanding
anything to the contrary herein, the Board may not amend, alter or discontinue
the provisions relating to Section 8(b) of the Plan after the occurrence of a
Change in Control.

13. INTERNATIONAL PARTICIPANTS

     With respect to Participants who reside or work outside the United States
of America and who are not (and who are not expected to be) "covered employees"
within the meaning of Section 162(m) of the Code, the Committee may, in its sole
discretion, amend the terms of the Plan or Awards with respect to such
Participants in order to conform such terms with the requirements of local law.

14. CHOICE OF LAW

     The Plan shall be governed by and construed in accordance with the laws of
the State of California, without regard to conflicts of laws.

15. EFFECTIVENESS OF THE PLAN

     The Plan shall be effective as of the Effective Date.

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