EXHIBIT 4.2

                          STOCK COMPENSATION AGREEMENT
                          ----------------------------

This STOCK COMPENSATION AGREEMENT (this "Agreement") is made on this 11th day of
September 2002 ("Effective Date") by and between NETGURU, INC. ("NGI") on the
one side, and Mukti L. Das ("DAS") on the other side.

                                    RECITALS

         WHEREAS, DAS was a former employee of NGI whose employment was
terminated on or about March 2001; and

         WHEREAS, NGI has agreed to provide DAS with stock compensation as
partial consideration for those past services.

         NOW THEREFORE, the parties agree as follows:

1. SHARE ISSUANCE. In consideration for the past services rendered, NGI shall
issue 14,000 shares of NGI's common stock to DAS as soon as practicable.
Promptly after execution of this Agreement, NGI shall instruct its transfer
agent to issue the shares to DAS. DAS acknowledges and understands that (a) the
shares to be issued to them will be "restricted securities" for purposes of
federal and state securities laws and may not be sold, transferred or
hypothecated in the absence of registration or qualification under those
securities laws, or an exemption from registration or qualification and (b) the
share certificates will bear a restrictive legend evidencing the foregoing. NGI
shall instruct its transfer agent to issue five (5) share certificates in the
following respective amounts - four (4) respective certificates for 3,000 shares
and one (1) respective certificate for 2,000 shares and thus totaling 14,000
shares. DAS further acknowledges that he has received and had an opportunity to
review NGI's Form 10-KSB for the fiscal year ended March 31, 2002 and Form
10-QSB for the quarter period ended June 30, 2002, as filed with the Securities
and Exchange Commission.

2. REGISTRATION. As soon as practicable after issuance of the shares described
above, NGI shall file, and shall diligently pursue effectiveness of, a
registration statement on Form S-3 with the Securities and Exchange Commission
registering for resale to the public the shares issued to DAS hereunder. All
costs associated with the registration shall be borne by NGI. DAS shall provide
all information regarding himself as the selling shareholder that NGI may
reasonably request in connection with the preparation and filing of the
registration statement. After six (6) months, if the value of the shares is less
than $3.00 per share at the time that DAS elects to sell the shares, then NGI
agrees to pay DAS the difference between $3.00 and the then-current market
trading value of the shares when sold by DAS. NGI will notify DAS immediately
upon receiving confirmation of effectiveness of the registration statement. DAS
shall be entitled to sell no more than 3,000 of his respective shares in any one
day pursuant to the resale prospectus that will be part of the registration
statement, and DAS agrees that he will comply with the prospectus delivery


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requirements imposed by the Securities Act of 1933, as amended, in connection
with any public resale of the shares issued hereunder. DAS understands and
acknowledges that NGI's transfer agent will be so instructed, and that a "stop
transfer" order will be placed with the transfer agent to prevent resale's
exceeding that amount. NGI agrees to maintain the effectiveness of the
registration statement until such time as DAS has sold all of the securities set
forth herein. NGI represents and warrants that it is qualified to register these
shares in this manner. If NGI is unable to register the shares pursuant to an
S-3 Registration Statement, NGI will register the shares under an S-1
Registration Statement.

Executed as of the Effective Date set forth above.

NGI:                                    DAS:
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NETGURU, INC.                           MUKTI L.  DAS
By /s/ JYOTI CHATTERJEE                  /s/ MUKTI L. DAS
  ------------------------------        --------------------------------
Jyoti Chatterjee, President             Mukti L. Das




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