EXHIBIT 4.2
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                          DEEP FIELD TECHNOLOGIES, INC.
               2005 DIRECTORS' AND OFFICERS' STOCK INCENTIVE PLAN

1.   PURPOSES.

The purpose of the 2005 Directors' and Officers' Stock Incentive Plan (the
"Plan") is to (i) provide long-term incentives and rewards to officers and
directors ("Eligible Participants") of Deep Field Technologies, Inc. ("the
Company") and its subsidiaries; (ii) assist the Company in attracting and
retaining officers and directors, with experience and/or ability on a basis
competitive with industry practices; and (iii) associate the interests of such
officers and directors with those of the Company's stockholders.


2.   EFFECTIVE DATE.

The Plan is effective as of the date it is adopted by the Board of Directors of
the Company and Awards may be made under the Plan on and after its effective
date.


3.   ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Board of Directors of the Company and the
Board shall be so constituted as to permit the Plan to comply with the
disinterested administration requirements under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the "outside
director" requirement of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").

The Board shall have all the powers vested in it by the terms of the Plan, such
powers to include exclusive authority (within the limitations described herein)
to select the Eligible Participants to be granted awards under the Plan, to
determine the type, size and terms of awards to be made to each Eligible
Participant selected, to determine the time when awards will be granted, when
they will vest, when they may be exercised and when they will be paid, to amend
awards previously granted and to establish objectives and conditions, if any,
for earning awards and whether awards will be paid after the end of the award
period. The Board shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Board deems necessary or advisable and to interpret same. The
Board's interpretation of the Plan, and all actions taken and determinations
made by the Board pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including the Company
stockholders, any participants in the Plan and any other Eligible Participant of
the Company.

All directors and officers of the Company and all directors and officers of
Affiliates shall be eligible to participate in the Plan. The Board, in its sole
discretion, shall from time to time designate from among the eligible directors
and officers who are to receive awards under and thereby become participants in
the Plan. For purposes of the Plan, "Affiliate" shall mean any entity, as may
from time to time be designated by the Board, that is a
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subsidiary corporation of the Company (within the meaning of Section 424 of the
Code), and each other entity directly or indirectly controlling or controlled by
or under common control with the Company. For purposes of this definition,
"control" means the power to direct the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meaning correlative to the
foregoing.


4.   AWARDS.

(a)  Types. Awards under the Plan shall be made with reference to shares of the
Company common stock and may include, but need not be limited to, stock options
(including non-statutory stock options and incentive stock options qualifying
under Section 422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents, stock awards, restricted stock, phantom stock, performance shares
or other securities or rights that the Board determines to be consistent with
the objectives and limitations of the Plan. The Board may provide for the
issuance of shares of the Company common stock as a stock award for no
consideration other than services rendered or, to the extent permitted by
applicable state law, to be rendered. In the event of an award under which
shares of the Company common stock are or may in the future be issued for any
other type of consideration, the amount of such consideration shall (i) be equal
or greater than to the amount (such as the par value of such shares) required to
be received by the Company in order to assure compliance with applicable state
law and (ii) to the extent necessary to comply with Rule 16b-3 of the Exchange
Act, be equal to or greater than 50% of the fair market value of such shares on
the date of grant of such award. The Board may make any other type of award
which it shall determine is consistent with the objectives and limitations of
the Plan.

(b)  Performance Goals. The Board may, but need not, establish performance goals
to be achieved within such performance periods as may be selected by it in its
sole discretion, using such measures of the performance of the Company and/or
its Affiliates as it may select.

(c)  Rules and Policies. The Board may adopt from time to time written rules and
policies implementing the Plan. Such rules and policies may include, but need
not be limited to, the type, size and term of awards to be made to participants
and the conditions for the exercise or payment of such awards.


5.   SHARES OF STOCK SUBJECT TO THE PLAN.

The shares that may be delivered or purchased or used for reference purposes
under the Plan shall not exceed an aggregate of twenty percent (20%) of the
issued and outstanding shares of the Company's Class A Common Stock, no par
value per share, as determined by the Board from time to time. Any shares
subject to an award which for any reason expires or is terminated unexercised as
to such shares shall again be available for issuance under the Plan.



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6.   PAYMENT OF AWARDS.

The Board shall determine the extent to which awards shall be payable in cash,
shares of the Company common stock or any combination thereof. The Board may
determine that all or a portion of a payment to a participant under the Plan,
whether it is to be made in cash, shares of the Company common stock or a
combination thereof shall be deferred. Deferrals shall be for such periods and
upon such terms as the Board may determine in its sole discretion.


7.   VESTING.

The Board may determine that all or a portion of a payment to a participant
under the Plan, whether it is to be made in cash, shares of the Company common
stock or a combination thereof, shall be vested at such times and upon such
terms as may be selected by it in its sole discretion.


8.   DILUTION AND OTHER ADJUSTMENT.

In the event of any change in the outstanding shares of the Company common stock
by reason of any split, stock dividend, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares or other similar
corporate change, such equitable adjustments shall be made in the Plan and the
awards thereunder as the Board determines are necessary or appropriate,
including, if necessary, any adjustments in the number, kind or character of
shares that may be subject to existing or future awards under the Plan
(including by substitution of shares of another corporation including, without
limitation, any successor of the Company ), adjustments in the exercise,
purchase or base price of an outstanding award and any adjustments in the
maximum numbers of shares referred to in Section 4 or Section 5 of the Plan. All
such adjustments shall be conclusive and binding for all purposes of the Plan.


9.   MISCELLANEOUS PROVISIONS.

(a)  Rights as Stockholder. A participant under the Plan shall have no rights as
a holder of the Company common stock with respect to awards hereunder, unless
and until certificates for shares of such stock are issued to the participant.

(b)  Assignment to Transfer. No award under this Plan shall be transferable by
the participant or shall be subject to any manner of alienation, sale, transfer,
assignment, pledge, encumbrance or charge (other than by or to the Company),
except (i) by will or the laws of the descent and distribution (with all
references herein to the rights or duties of holders or participants to be
deemed to include such beneficiaries or legal representatives of the holders or
participant unless the context otherwise expressly requires); (ii) subject to
the prior approval of the Board, for transfers to members of the participant's
immediate family, charitable institutions, trusts whose beneficiaries are
members of the participant's immediate family and/or charitable institutions,
trusts whose beneficiaries are members of the participant's immediate family
and/or charitable institutions, or to such other persons or entities as may be
approved by the Board in each case subject to the condition that the Board be
satisfied that such transfer is being made for the estate and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration) being received therefor. Except as provided above, during
the lifetime of a participant, awards hereunder are exercisable only by, and
payable only to, the participant.
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(c)  Agreements. All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Board shall adopt.

(d)  Compliance with Legal Regulations. During the term of the Plan and the term
of any awards granted under the Plan, the Company will at all times reserve and
keep available such number of shares as may be issuable under the Plan, and will
seek to obtain from any regulatory body having jurisdiction, any requisite
authority required in the opinion of counsel for the Company in order to grant
shares of the Company common stock, or options to purchase such stock or other
awards hereunder, and transfer, issue or sell such number of shares of common
stock as shall be sufficient to satisfy the requirements of any options or other
awards. If in the opinion of counsel for the Company the transfer, issue or sale
of any shares of its stock under the Plan shall not be lawful for any reason
including the inability of the Company to obtain from any regulatory body having
jurisdiction authority deemed by such counsel to be necessary to such transfer,
issuance or sale, the Company shall not be obligated to transfer, issue or sell
any such shares. In any event, the Company shall not be obligated to transfer,
issue or sell any shares to any participant unless a registration statement
which complies with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), is in effect at the time with respect to such shares or
other appropriate action has been taken under and pursuant to the terms and
provisions of the Securities Act and any other applicable securities laws, or
the Company receives evidence satisfactory to the Board that the transfer,
issuance or sale of such shares, in the absence of an effective registration
statement or other appropriate action, would not constitute a violation of the
terms and provisions of the Securities Act. the Company's obligation to issue
shares upon the exercise of any award granted under the Plan shall in any case
be subject to the Company being satisfied that the shares purchased are being
purchased for investment and not with a view to the distribution thereof, if at
the time of such exercise a resale of such shares would otherwise violate the
Securities Act in the absence of an effective registration statement relating to
such shares.

(e)  Withholding Taxes. the Company shall have the right to deduct from all
awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards and, with respect to
awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of the
Company to make delivery of awards in cash or the Company common stock shall be
subject to currency or other restrictions imposed by any government.

(f)  No Rights to Award. No Eligible Participant or other person shall have any
right to be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its subsidiaries or shall
interfere with or restrict in any way the rights of the Company or its
subsidiaries, which are hereby reserved, to discharge the employee at any time
for any reason whatsoever, with or without good cause.


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(g)  Costs and Expenses. The costs and expenses of administering the Plan shall
be borne by the Company and not charged to any award or to any Eligible
Participant receiving an award.

(h)  Funding of Plan. The Plan shall be unfunded. the Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the Plan.


10.  AMENDMENTS AND TERMINATION.

(a)  Amendments. The Board may at any time terminate or from time to time amend
the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any awards theretofore made under the
Plan.

Unless the majority of the directors of the Company present, or represented, and
entitled to vote at a meeting of directors shall have first approved thereof, no
amendment of the Plan shall be effective which would (i) increase the maximum
number of shares referred to in section 5 of the Plan or the maximum awards that
may be granted pursuant to section 4 of the Plan to any one individual or (ii)
extend the maximum period during which awards may be granted under the Plan. For
purposes of this section 10 (a), any (A) cancellation and re-issuance or (B)
repricing of any awards made under the Plan at a new option price shall not
constitute an amendment of this Plan.

With consent of the Eligible Participant adversely affected, the Board may amend
outstanding agreements evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.

(b)  Termination. Unless the Plan shall theretofore have been terminated as
above provided, the Plan (but not the awards theretofore granted under the Plan)
shall terminate on and no awards shall be granted after December 11, 2015.










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