Filed by Automated Filing Services Inc. (604) 609-0244 - SNOCONE SYSTEMS INC. - Exhibit 4.2






 EXHIBIT 4.2

 SNOCONE SYSTEMS INC.

  2003 PERFORMANCE STOCK PLAN

 PERFORMANCE STOCK AWARD AGREEMENT

  

	Employee: 	«Name» 

           

	Number of Shares: 	 «TotalShares» Shares 

          

	Date of Grant: 	 «Grant Date»

          

	Performance Period (If Any): 	A Period of __________ Days from the Date of Grant, unless
      sooner terminated by reason of death, disability or other termination of
      status as a Participant, as defined in this Agreement.

        
	Performance Goals (If Any): 	See Exhibit A.


  THIS AWARD AGREEMENT (the “Agreement”) is
  entered into effective as of the _______ day of __________ , 2003 by and between
  Snocone Systems Inc., a Nevada corporation (the “Company”),
  and the individual designated above (the "Participant"). 


RECITALS



 	A. 	The 2003 Performance Stock Plan (the “Plan”) was adopted by the Company on December 10, 2003; and



 	B. 	The Participant performs valuable services for the Company, a Subsidiary or a Parent; and



 	C. 	As of the date hereof, the Board of Directors of the Company establishes the terms, conditions, restrictions and limitations applicable to an Award and as provided herein;


  NOW, THEREFORE, the parties agree to the terms and conditions
  herein, including the recitals. 




 

	1.

        	Grant of Performance Shares.

           1.1 Award.
        The grant of Performance Shares under the Plan to a Participant by the
        Committee pursuant to such terms, conditions, restrictions and limitations,
        if any, as the Committee may establish by this Award Agreement or otherwise.

            1.2 Committee.
        The Board of Directors of the Company or the Committee appointed by the
        Board to administer the Plan.

            1.3 Employee.
        Any person employed by or serving as an employee, officer or director
        of the Employer or any Subsidiary of the Employer that is hereafter organized
        or acquired by the Employer.

            1.4 Consultant.
        Any natural person who provides bona fide services to the Employer that
        are not in connection with the offer or sale of securities in a capital-raising
        transaction, and do not directly or indirectly promote or maintain a market
        for the Employer's securities (includes "Advisors").

            1.5 Participant.
        An Employee or Consultant of the Company or its subsidiaries selected
        by the Committee to participate in the Plan.

            1.6 Performance
        Goals. The performance criterion or criteria established by the Committee
        pursuant to the Plan.

            1.7 Performance
        Period. That period established by the Committee at the time Performance
        Shares are granted within which the Participant must meet his or her Performance
        Goals.

            1.8 Performance
        Share. Any grant pursuant to the Plan of a unit valued by reference
        to a designated number of shares of common stock, which value may be paid
        to the Participant by delivery or such property as the Committee shall
        determine, including cash, common stock or any combination thereof.

            1.9 Construction.
        This Agreement shall be construed in accordance and consistent with, and
        subject to, the provisions of the Plan (the provisions of which are incorporated
        herein by reference) and, except as otherwise expressly set forth herein,
        the capitalized terms used in this Agreement shall have the same definitions
        as set forth in the Plan.

            1.10 Condition.
        The Award is conditioned on the Participant's execution of this Agreement.
        If this Agreement is not executed by the Participant it may be canceled
        by the Board.

          

	2.

        	Performance Period.

            An Award of Performance
        Shares is granted as of the first day of the Performance Period. The Performance
        Period shall be as specified above, commencing on the date of









grant. At the end of the Performance
  Period, the Performance Shares are converted into common stock of the Company
  or cash or a combination of the two as specified herein. The Award may be forfeited
  or terminated, however, as provided in the Plan or in Section 1.7 or Section
  5 Hereof. 

	3.

        	Performance Goals.

           Performance Goals, if any,
        are established by the Committee on or before the Date of Grant. The Award
        shall vest with respect to the Performance Shares, on or after the dates
        set forth above, subject to earlier termination of the Award as provided
        in Section 1.7 and Section 5 hereof or in the Plan.

         

	4.

        	Performance Share Rights.

           4.1 Participants
        may be required or may elect to defer the issuance of Performance Shares
        or the settlement of Awards in cash as follows: [disclose any deferrals
        or settlements]

            4.2 Awards of Performance
        Shares may provide the Participant with dividends or dividend equivalents
        and voting rights at the time of grant.

         

	5.

        	Termination of Employment.

           5.1 Termination
        of Participant Due to Death. If the Participant's employment is or
        services are terminated at any time due to the death of the Participant,
        the Award shall, on the date of termination, be paid in full, paid on
        an as earned basis or terminated, as determined by the Committee. If paid,
        the Award shall be paid to the Participant's estate, or to such person
        or persons who have acquired the right to receive the Award by bequest
        or by inheritance or by reason of the death of the Participant.

            5.2 Termination
        of Employment Due to Disability. If Participant's employment is or
        services are terminated by reason of a disability (within the meaning
        of Section 22(e)(3) of the Code) and if the Participant had been in Continuous
        Status as an Employee or Consultant at all times between the date of grant
        of the Award and termination of his or her status as an Employee or Consultant,
        the Award shall, on the date of termination, be paid in full, paid on
        as earned basis or terminated, as determined by the Committee.

            5.3 Termination
        of Employment for Other Reasons. If Participant's status as an Employee
        or Consultant is terminated by the Participant at any time after the grant
        of an Award for any reason other than death or disability, as provided
        in Sections 4.1 and 4.2, and not for "cause" as provided below, the Award
        shall be paid in full, paid on as earned basis or is terminated, as determined
        by the Committee, on the date of termination of Participant's status as
        an Employee or Consultant.

       If Participant's status as an Employee is terminated
        for "cause" (such termination being referred to as a "Termination for
        Cause") at any time by the Company after the grant of an Award by the
        Company, then the Award terminates on the date of termination of Participant's
        status as an









Employee. For purposes of this Section
  5.3, Termination for "cause" shall mean a termination due to objective evidence
  of any of the following: (i) material dishonesty related to employment; (ii)
  fraud; (iii) commission of a felony or a crime involving moral turpitude; (iv)
  theft of Company property or intentional destruction of Company property without
  good reason and causing significant damage; (v) physical attack resulting in
  physical injury to a fellow employee or other individual; (vi) unsanctioned
  intoxication at work; (vii) use of unlawful drugs at work; (viii) any form of
  substance abuse (including alcohol) to the extent that it significantly impairs
  the performance of duties; or (ix) gross insubordination or gross dereliction
  of duty. 

	 	     5.4
        Employment by Subsidiary. For purposes of this Section and
        Section 8, employment with the Company includes employment with any Parent
        or Subsidiary of the Company and service as a Director of the Company
        or any Parent or Subsidiary shall be considered employment with the Company.
        A change of employment between the Company and any Parent or Subsidiary
        (or between Subsidiaries or between a Subsidiary and a Parent) is not
        a termination of employment under this Agreement.

         

	6.
   	Transferability.

            Awards of Performance
        Shares shall not be transferable or assignable other than: (i) by will
        or the laws of descent and distribution; (ii) by gift or other transfer
        of an Award to any trust or estate in which the original Award recipient
        or such recipient's spouse or other immediate relative has a substantial
        beneficial interest, or to a spouse or other immediate relative, provided
        that any such transfer is permitted subject to Rule 16b-3 issued pursuant
        to the Securities Exchange Act of 1934, as amended, as in effect when
        such transfer occurs and the Board does not rescind this provision prior
        to such transfer; or (iii) pursuant to a qualified domestic relations
        order (as defined by the Code). However, any Award so transferred shall
        continue to be subject to all the terms and conditions contained in the
        Award Agreement.

          

	7.
   	Restrictions on the Awards; Restrictions
        on the Shares.

            The Award may not be paid
        in common stock unless, in the opinion of counsel for the Company, the
        issuance and sale of the common stock is exempt from registration under
        the Securities Act of 1933, as amended, or any other applicable federal
        or state securities law, rule or regulation, or the common stock has been
        duly registered under such laws. The Company shall not be required to
        register the common stock issuable pursuant to an Award under any such
        laws. Unless the common stock has been registered under all applicable
        laws, the Participant shall represent, warrant and agree, as a condition
        to the issuance of the common stock, that the shares issued are being
        received for investment only and without a view to any sale or distribution
        of such shares and that such shares shall not be transferred or disposed
        of in any manner without registration under such laws, unless it is the
        opinion of counsel for the Company that such a disposition is exempt from
        such registration. The Participant acknowledges that, if required by law,
        an appropriate legend, in such form as the Company shall determine, giving
        notice of the foregoing restrictions shall appear conspicuously on all
        certificates evidencing the shares issued in exchange for Performance
        Shares.









     The Participant
  also acknowledges and agrees that, in connection with any public offering of
  the Company's stock, upon request of the Company or the underwriters managing
  any underwritten public offering of the Company's stock and making such request
  with the approval of the Company's Board of Directors, not to sell, make any
  short sale of, loan, grant any option for the purchase of, or otherwise dispose
  of any of his or her shares without the prior written consent of the Company
  or such underwriters, as the case may be, from the effective date of such registration
  for so long as the Company or the underwriters may specify, but in any event
  not to exceed 180 days. 

	8.

        	No Right To Continued Status As
        an Employee or Consultant.

           Nothing in this Agreement
        or the Plan shall be interpreted or construed to confer upon the Participant
        any right with respect to continuance of status as an Employee or Consultant
        by the Company or any Parent or Subsidiary, nor shall this Agreement or
        the Plan interfere in any way with the right of the Company or a Parent
        or Subsidiary to terminate the Participant's employment or services at
        any time.

         

	9.

        	Adjustments Upon Certain Events.

           In the event of a change
        in capitalization, such as a stock split, the Committee shall make appropriate
        adjustments to the number and class of shares or other stock or securities
        subject to the Award. The Committee's adjustment shall be made in accordance
        with the provisions of Section 6(h) of the Plan and shall be effective
        and final, binding and conclusive for all purposes of the Plan and this
        Agreement.

            Subject to Section 6(j)
        of the Plan, upon a merger, consolidation, separation, reorganization
        or other business combination involving the Company, the Award shall be
        deemed earned. All amounts deferred pursuant to the Plan and any accrued
        interest thereon shall be paid in cash within 10 days of the sale transaction
        before the date of closing of any sale transaction or such earlier date
        as the Committee may fix.

          

	10.

        	Withholding of Taxes.

            The Company shall have
        the right to deduct from any distribution of cash to the Participant an
        amount equal to the federal, state and local income taxes and other amounts
        as may be required by law to be withheld (the "Withholdings Taxes") with
        respect to the Award. If the Participant is entitled to receive shares,
        the Participant shall pay the Withholdings Taxes (if any) to the Company
        in cash prior to the issuance of such shares. In satisfaction of the withholdings
        Taxes, the Participant may make a written election (the "Tax Election"),
        which may be accepted or rejected in the discretion of the Committee,
        to have withheld a portion of the shares issuable to him or her based
        upon the Award, having an aggregate Fair Market Value equal to the Withholdings
        Taxes, provided that, if the Participant may be subject to liability under
        Section 16(b) of the 1934 Act, the election must comply with the requirements
        applicable to share transactions by such Participants.








 

	11.
   	Modification of Agreement.

           This Agreement may be modified,
        amended, suspended or terminated, and any terms or conditions may be waived,
        only by a written instrument executed by the parties hereto.

         

	12.
   	Severability.

           Should any provision of
        this Agreement be held by a court of competent jurisdiction to be unenforceable
        or invalid for any reason, the remaining provisions of this Agreement
        shall not be affected by such Holdings and shall continue in full force
        in accordance with their terms.

         

	13.
   	Governing Law.

           The validity, interpretation,
        construction and performance of this Agreement shall be governed by the
        laws of the State of Nevada without giving effect to the conflicts of
        laws principles thereof.

         

	14.
   	Successors in Interest.

            This Agreement shall be
        binding upon, and inure to the benefit of, the Company and its successors
        and assigns, and upon any person acquiring, whether by merger, consolidation,
        reorganization, purchase of stock or assets, or otherwise, all or substantially
        all of the Company’s assets and business. This Agreement shall inure
        to the benefit of the Participant’s heirs and legal representatives.
        All obligations imposed upon the Participant and all rights granted to
        the Company under this Agreement shall be final, binding and conclusive
        upon the Participant’s heirs, executors, administrators and successors.

          

	15. 	Resolution of Disputes.

            Any dispute or disagreement
        which may arise under, or as a result of, or in any way relate to, the
        interpretation, construction or application of this Agreement shall be
        determined by the Board. Any determination made hereunder shall be final,
        binding and conclusive on the Participant and the Company for all purposes.



  

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


	 	SNOCONE SYSTEMS INC.
	 	 
	 	By: _________________________________________
	 	Name: _______________________________________
	 	Title: ________________________________________


  By signing below, Participant hereby accepts the Award
  subject to all its terms and provisions and agrees to be bound by the terms
  and provisions of the Plan. Participant hereby agrees to accept as binding,
  conclusive and final all decisions or interpretations of the Board of Directors
  of the Company, and of the Committee responsible for administration of the Plan,
  upon any questions arising under the Plan. Participant authorizes the Company
  to withhold, in accordance with applicable law, from any compensation payable
  to him or her, any taxes required to be withheld by federal, state or local
  law as a result of the grant, existence or issuance of the Award or subsequent
  sale of the shares. 

	 	PARTICIPANT
	 	 
	 	Signature: _____________________________________
	 	Name: «Name»


 [EXHIBIT FOLLOWS] 





 EXHIBIT A

  PERFORMANCE GOALS