EX-4.2

            NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                              LARGO VISTA GROUP, LTD.
                      NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                                RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as "Largo Vista, Group, Ltd.'s Non-Employee
Directors and Consultants Retainer Stock Plan" is hereinafter referred
to as the "Plan".  The purposes of the Plan are to enable Largo Vista
 Gourp, Ltd., a Nevada corporation ("Company"), to promote the
interests of the Company and its shareholders 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
shareholders, by paying their retainer or fees in the form of shares of
the Company's common stock, par value one tenth of one cent ($0.001)
per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"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 the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"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 Section
7.

"Delivery Date" has the meaning set forth in Section 6.

"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 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 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 Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape or, if not
listed on such exchange, on any other national securities exchange on which
the Common Stock is listed or on NASDAQ on the last trading day prior to
the date with respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective November 1, 2001
("Effective Date").

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective Date
and each individual who becomes a Director or Consultant thereafter during
the term of the Plan, shall be a participant ("Participant") in the 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 Common Stock pursuant to the 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 for service to directors
or consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one
tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an election
(a "Deferral Election") on an annual basis to defer delivery of the Stock
Retainer specifying which one of the following way 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 ("Third Anniversary"), (b) on the
date upon which the Participant ceases to be a Director or Consultant for
any reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("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 (6) 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
(6) 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 thirtieth (30th) day after the Effective
Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred 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 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 Section 8, 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 Common Stock
equal to (a) the number of shares of 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.

(a)  The shares of 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
Section 8 as soon as practicable after the applicable Delivery Date.  Except
with respect to a Deferral Election pursuant to Section 6(c), 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 Section 6(c),
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
Section 6(c) 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 Common Stock needed to fulfill its
obligations under this  Section 8.   However, Participants shall have no
beneficial or other interest in the Trust and the assets thereof, and their
rights under the 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 Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 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 shareholder with respect to Common Stock for all such shares issued in
his or her 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.

(a)  Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock under the 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 the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers pursuant to the
Plan is Five Million (5,000,000).  Shares of Common Stock issueable under the
Plan may be taken from treasury shares of the Company or purchased on the
open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the
Plan, any change in corporate capitalization, such as a stock split,
combination of shares, exchange of shares, warrants or rights offering to
purchase 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, 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 Common Stock held in such Deferred Stock Account
had such shares of Common Stock been outstanding as of the effectiveness of any
such Transaction, (ii) the number and kind of shares or other property
subject to the 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 the Plan and any
such modification by the Committee shall be binding and conclusive on all
persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form of property,
references in the 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 the Plan to operate in accordance
with its purposes. Without limiting the generality of the foregoing,
references to delivery of certificates for shares of 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 Section 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 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 Common Stock
or any other property held in such Participant's Deferred Stock Account; and
(iii) the 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 twenty
percent (20%) or more of either (a) the then outstanding shares of common
stock of the Company ("Outstanding Company Common Stock") or (b) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors ("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
Section 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 shareholders, 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 shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation, unless,
following such reorganization, merger, binding share exchange or consolidation
(a) more than sixty percent (60%) of, respectively, the 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 the
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, (b) 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, twenty percent (20%) or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be)
Beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the 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 the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (c) 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 shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) 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, (x) more than sixty percent (60%) of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the 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, (y) 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, twenty percent (20%) or more of
the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors and (z) 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.

(a)  The 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 ("Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, and to take all such actions and make
all such determinations in connection with the Plan as it may deem
necessary or desirable. (b)  The Board may from time to time make such
amendments to the Plan, including to preserve or come within any exemption from
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended (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 the Plan for exemption under Rule 16b-3 promulgated under the
Exchange Act, no amendment to the Plan shall be adopted without further
Approval of the Company's stockholders and, provided, further, that if and to
the extent required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more than once in
any six (6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder.  The
Board may terminate the Plan at any time by a vote of a majority of the
members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on
the part of the Board to nominate any Director for reelection by the Company's
shareholders or to limit the rights of the shareholders to remove any
Director.

(b)  The Company shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the 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.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

Largo Vista Group, Ltd.


By: /s/ Daniel J. Mendez
Daniel J. Mendez, President