EXHIBIT 4.2
                               GLOBAL LINKS CORP.
       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                                    YEAR 2003


     1.     Introduction.  This  Plan  shall be known as the "Global Links Corp.
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Non-Employee  Directors  and  Consultants Retainer Stock Plan for the Year 2003"
and  is hereinafter referred to as the "Plan."  The purposes of this Plan are to
enable  Global Links Corp., a Nevada corporation (the "Company"), to promote the
interests  of  the  Company  and  its  stockholders  by attracting and retaining
non-employee  Directors 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
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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.
"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
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effective  March  25,  2003  (the  "Effective  Date").
     4.     Eligibility.  Each individual who is a Director or Consultant on the
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Effective  Date  and  each  individual  who  becomes  a  Director  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
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compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  $0.001  per  Share.
6.     Deferral  Option.  From  and  after the Effective Date, a Participant may
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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.
     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
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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.
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     (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
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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.
     10.     General  Restrictions.
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          (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
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number of shares of the Common Stock which may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is 150,000,000.  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.
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          (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.
          (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
          (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.
     13.     Administration;  Amendment  and  Termination.
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          (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.
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          (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.
     14.1     Governing Law.  The Plan and all actions taken thereunder shall be
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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
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its  stockholders  financial  statements  of  the  company  at  least  annually.
     IN  WITNESS  WHEREOF, this Plan has been executed effective as of March 25,
2003.

GLOBAL  LINKS  CORP.



By  /s/  James  G.  Brewer
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