<PAGE>


Exhibit 4.1

                   PAVING STONE CORPORATION.
              2003 EMPLOYEE STOCK INCENTIVE PLAN

1.       General Provisions.
         ------------------

1.1  Purpose.  This  Stock  Incentive  Plan  (the  "Plan")  is intended to allow
designated officers, directors (including non-employee directors), employees and
certain  non-employees,  including  any  independent  contractor  or  consultant
providing  services  to  the  Company  (all  of  whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Paving  Stone Corporation., a Nevada corporation ("Paving" or the "Company") and
its  Subsidiaries  (as that term is defined below) which they may have from time
to  time  (Paving and such Subsidiaries are referred to herein as the "Company")
to  receive  certain  options  (the  "Stock  Options") to purchase Paving common
stock,  par value $0.00001 per share (the "Common Stock"), and to receive grants
of  the  Common Stock subject to certain restrictions (the "Awards"). As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  that  is a
"subsidiary  corporation"  of Paving within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this Plan
is  to  provide the Employees with equity-based compensation incentives who make
significant  and  extraordinary  contributions  to  the  long-term  growth  and
performance  of  the  Company,  and  to  attract  and  retain  the  Employees.

1.2      Administration.
         --------------

1.2.1  The  Plan  shall  be  administered  by the  Compensation  Committee  (the
"Committee")  of, or  appointed  by,  the  Board of  Directors  of  Paving  (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act by vote of a  majority  of a quorum,  or by  unanimous  written  consent.  A
majority  of its members  shall  constitute  a quorum.  The  Committee  shall be
governed by the  provisions of Paving's  Bylaws and of Nevada law  applicable to
the Board, except as otherwise provided herein or determined by the Board.

1.2.2 The Committee shall have full and complete  authority,  in its discretion,
but subject to the express  provisions of this Plan (a) to approve the Employees
nominated  by the  management  of the  Company  to be  granted  Awards  or Stock
Options; (b) to determine the number of Awards or Stock Options to be granted to
an Employee; (c) to determine the time or times at which Awards or Stock Options
shall be granted;  to establish  the terms and  conditions  upon which Awards or
Stock Options may be  exercised;  (d) to remove or adjust any  restrictions  and
conditions upon Awards or Stock Options;  (e) to specify,  at the time of grant,
provisions  relating to  exercisability  of Stock  Options and to  accelerate or
otherwise modify the exercisability of any Stock Options;  and (f) to adopt such
rules and regulations and to make all other  determinations  deemed necessary or
desirable  for  the  administration  of  this  Plan.  All   interpretations  and
constructions of this Plan by the Committee,  and all of its actions  hereunder,
shall be binding and conclusive on all persons for all purposes.

1.2.3 The Company  hereby agrees to indemnify  and hold harmless each  Committee
member and each Employee,  and the estate and heirs of such Committee  member or
Employee, against all claims, liabilities, expenses, penalties, damages or other
pecuniary losses, including legal fees, which such Committee member or Employee,


                                       8
<PAGE>

his estate or heirs may suffer as a result of his responsibilities,  obligations
or duties in connection  with this Plan, to the extent that  insurance,  if any,
does not cover the  payment of such  items.  No member of the  Committee  or the
Board  shall be liable for any action or  determination  made in good faith with
respect to this Plan or any Award or Stock Option granted pursuant to this Plan.

1.3 Eligibility and Participation.  The Employees eligible under this Plan shall
be approved by the  Committee  from those  Employees  who, in the opinion of the
management of the Company, are in positions that enable them to make significant
contributions  to the  long-term  performance  and  growth  of the  Company.  In
selecting  the  Employees  to  whom  Award  or  Stock  Options  may be  granted,
consideration shall be given to factors such as employment position,  duties and
responsibilities,  ability, productivity, length of service, morale, interest in
the Company and recommendations of supervisors.

1.4  Shares  Subject to this Plan.  The  maximum  number of shares of the Common
Stock that may be issued  pursuant  to this Plan shall be  5,000,000  subject to
adjustment  pursuant to the provisions of Paragraph 4.1. If shares of the Common
Stock  awarded or issued under this Plan are  reacquired by the Company due to a
forfeiture  or for  any  other  reason,  such  shares  shall  be  cancelled  and
thereafter shall again be available for purposes of this Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased  hereunder  shall again be
available for purposes of this Plan.

2. Provisions Relating to Stock Options.
   ------------------------------------

2.1 Grants of Stock  Options.  The  Committee  may grant  Stock  Options in such
amounts,  at such times, and to the Employees nominated by the management of the
Company as the  Committee,  in its  discretion,  may  determine.  Stock  Options
granted under this Plan shall  constitute  "incentive  stock options" within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant.  The  Committee  shall also have the  discretion  to grant  Stock
Options  that do not  constitute  incentive  stock  options,  and any such Stock
Options shall be designated  non-statutory stock options by the Committee on the
date of grant.  The aggregate  Fair Market Value  (determined  as of the time an
incentive  stock  option is granted) of the Common  Stock with  respect to which
incentive  stock  options  are  exercisable  for the first time by any  Employee
during any one  calendar  year (under all plans of the Company and any parent or
subsidiary  of the Company) may not exceed the maximum  amount  permitted  under
Section 422 of the Code (currently,  $100,000.00)).  Non-statutory stock options
shall not be subject to the  limitations  relating to  incentive  stock  options
contained in the preceding  sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option  Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock Option is granted,  and which shall be subject to the terms and conditions
of this Plan.  In the  discretion  of the  Committee,  Stock Options may include
provisions  (which need not be  uniform),  authorized  by the  Committee  in its
discretion  that  accelerate  an  Employee's  rights to exercise  Stock  Options
following a "Change in Control," upon  termination of the Employee's  employment
by the Company  without  "Cause" or by the Employee  for "Good  Reason," as such
terms are defined in  Paragraph  3.1 hereof.  The holder of a Stock Option shall
not be entitled to the  privileges  of stock  ownership  as to any shares of the
Common Stock not actually issued to such holder.



                                       9
<PAGE>

2.2 Purchase Price.  The purchase price (the "Exercise  Price") of shares of the
Common Stock  subject to each Stock Option (the  "Option  Shares")  shall not be
less than 85 percent of the Fair Market Value of the Common Stock on the date of
exercise.  For an Employee  holding  greater than 10 percent of the total voting
power of all stock of the  Company,  either  Common or  Preferred,  the Exercise
Price of an  incentive  stock  option  shall be at least 110 percent of the Fair
Market Value of the Common Stock on the date of the grant of the option. As used
herein,  "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.

2.3 Option  Period.  The Stock Option period (the "Term") shall  commence on the
date of grant of the Stock Option and shall be 10 years or such  shorter  period
as is  determined by the  Committee.  Each Stock Option shall provide that it is
exercisable over its term in such periodic  installments as the Committee in its
sole  discretion may determine.  Such  provisions  need not be uniform.  Section
16(b) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
exempts persons normally subject to the reporting  requirements of Section 16(a)
of the Exchange Act (the "Section 16 Reporting Persons") pursuant to a qualified
employee  stock option plan from the normal  requirement of not selling until at
least six months and one day from the date the Stock Option is granted.

2.4    Exercise of Options.
       -------------------

2.4.1 Each  Stock  Option  may be  exercised  in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention of the Corporate  Secretary,  at the principal  office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of Exercise in the form prescribed by Paragraph  2.4.2.  Payment may be made (a)
in cash;  (b) by cashier's or certified  check;  (c) by surrender of  previously
owned  shares of the Common  Stock  valued  pursuant  to  Paragraph  2.2 (if the
Committee  authorizes  payment in stock in its  discretion);  (d) by withholding
from the Option  Shares which would  otherwise be issuable  upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by the  Committee  in its
Discretion;  (e) to the extent  permitted by applicable law and agreed to by the
Board in its sole and absolute discretion,  by delivering a written direction to
Paving Stone that the Option be exercised pursuant to a "cashless" exercise/sale
procedure  (pursuant  to  which  funds to pay for  exercise  of the  Option  are
delivered to Paving Stone by a broker upon  receipt of stock  certificates  from
Paving  Stone) or a "cashless"  exercise/loan  procedure  (pursuant to which the
Optionees would obtain a margin loan from a broker to fund the exercise) through


                                       10
<PAGE>

a licensed  broker  acceptable to Paving Stone whereby the stock  certificate or
certificates  for the shares of Common  Stock for which the Option is  exercised
will be delivered to such broker as the agent for the individual  exercising the
Option and the broker  will  deliver to Paving  Stone cash (or cash  equivalents
acceptable  to Paving  Stone) equal to the Option Price for the shares of Common
Stock purchased  pursuant to the exercise of the Option plus the amount (if any)
of federal and other taxes that Paving Stone may, in its  judgment,  be required
to withhold with respect to the exercise of the Option; or (f) in the discretion
of the Committee,  by the delivery to the Company of the  optionee's  promissory
note secured by the Option  Shares,  bearing  interest at a rate  sufficient  to
prevent the  imputation of interest  under Sections 483 or 1274 of the Code, and
having such other terms and conditions as may be satisfactory to the Committee.

2.4.2  Exercise of each Stock Option is  conditioned  upon the  agreement of the
Employee to the terms and  conditions  of this Plan and of such Stock  Option as
evidenced by the Employee's  execution and delivery of a Notice and Agreement of
Exercise in a form to be  determined by the  Committee in its  discretion.  Such
Notice and  Agreement of Exercise  shall set forth the agreement of the Employee
that (a) no Option Shares will be sold or otherwise  distributed in violation of
the  Securities  Act of 1933,  as amended  (the  "Securities  Act") or any other
applicable  federal or state securities laws, (b) each Option Share  certificate
may be  imprinted  with  legends  reflecting  any  applicable  federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and issue  "stop  transfer"  instructions  to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16 Reporting  Person,  the  Employee  will furnish to the Company a copy of each
Form 4 or Form 5 filed  by said  Employee  and  will  timely  file  all  reports
required  under federal  securities  laws,  and (e) the Employee will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.

2.4.3 No Stock  Option  shall be  exercisable  unless  and until any  applicable
registration or qualification requirements of federal and state securities laws,
and all other legal  requirements,  have been fully  complied  with. The Company
will use  reasonable  efforts to maintain the  effectiveness  of a  Registration
Statement  under the Securities Act for the issuance of Stock Options and shares
acquired there under, but there may be times when no such Registration Statement
will be currently  effective.  The exercise of Stock Options may be  temporarily
suspended   without   liability  to  the  Company  during  times  when  no  such
Registration  Statement is  currently  effective,  or during times when,  in the
reasonable  opinion of the Committee,  such  suspension is necessary to preclude
violation of any  requirements  of applicable  law or  regulatory  bodies having
jurisdiction  over the Company.  If any Stock Option would expire for any reason
except the end of its term  during such a  suspension,  then if exercise of such
Stock Option is duly tendered before its expiration,  such Stock Option shall be
exercisable and exercised (unless the attempted exercise is withdrawn) as of the
first day after the end of such suspension. The Company shall have no obligation
to file any Registration Statement covering resales of Option Shares.

2.5  Continuous  Employment.  Except as  provided  in  Paragraph  2.7 below,  an
Employee may not  exercise a Stock  Option  unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For purposes of this  Paragraph  2.5, the period of continuous  employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company,  provided  that such leave of absence shall not
exceed three  months and that the Employee  returns to the employ of the Company
at the  expiration of such leave of absence.  If the Employee fails to return to


                                       11
<PAGE>

the  employ of the  Company at the  expiration  of such  leave of  absence,  the
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns to the employ of the Company  within 90 days (or such  longer  period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date the Employee  first becomes  entitled to a discharge from military
service,  the  Employee's  employment  with the Company  shall be deemed to have
terminated as of the date the Employee's military service ended.

2.6 Restrictions on Transfer. Each Stock Option granted under this Plan shall be
transferable only by will or the laws of descent and  distribution.  No interest
of any  Employee  under this Plan shall be  subject  to  attachment,  execution,
garnishment,  sequestration,  the  laws of  bankruptcy  or any  other  legal  or
equitable  process.   Each  Stock  Option  granted  under  this  Plan  shall  be
exercisable  during  an  Employee's  lifetime  only  by the  Employee  or by the
Employee's legal representative.

2.7      Termination of Employment.
         -------------------------

2.7.1 Upon an Employee's Retirement, Disability (both terms being defined below)
or death, (a) all Stock Options to the extent then presently  exercisable  shall
remain in full force and effect and may be exercised  pursuant to the provisions
thereof,  including  expiration  at the end of the fixed term  thereof,  and (b)
unless otherwise provided by the Committee,  all Stock Options to the extent not
then presently  exercisable  by the Employee  shall  terminate as of the date of
such termination of employment and shall not be exercisable thereafter.

2.7.2 Upon the termination of the employment of an Employee with the Company for
any reason other than the reasons set forth in Paragraph  2.7.1 hereof,  (a) all
Stock Options to the extent then  presently  exercisable  by the Employee  shall
remain  exercisable  only  for a  period  of 90  days  after  the  date  of such
termination of employment (except that the 90 day period shall be extended to 12
months  if the  Employee  shall  die  during  such  90 day  period),  and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the fixed term thereof, and (b) unless otherwise provided by the Committee,  all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as of the date of such  termination  of  employment  and shall not be
exercisable thereafter.

2.7.3    For purposes of this Plan:

     (a) "Retirement" shall mean an Employee's retirement from the employ of the
Company on or after the date on which the Employee  attains the age of 65 years;
and

     (b) "Disability" shall mean total and permanent  incapacity of an Employee,
due to  physical  impairment  or legally  established  mental  incompetence,  to
perform the usual duties of the Employee's  employment  with the Company,  which
disability shall be determined (i) on medical  evidence by a licensed  physician
designated  by the  Committee,  or (ii) on evidence that the Employee has become
entitled to receive  primary  benefits as a disabled  employee  under the Social
Security Act in effect on the date of such disability.

                                       12
<PAGE>

3. Provisions Relating to Awards.
   -----------------------------

3.1 Grant of Awards. Subject to the provisions of this Plan, the Committee shall
have full and complete authority, in its discretion,  but subject to the express
provisions  of this  Plan,  to (1)  grant  Awards  pursuant  to this  Plan,  (2)
determine  the number of shares of the Common  Stock  subject to each Award (the
"Award  Shares"),  (3)  determine  the terms and  conditions  (which need not be
identical) of each Award, including the consideration (if any) to be paid by the
Employee for such the Common Stock,  which may, in the  Committee's  discretion,
consist  of  the  delivery  of  the  Employee's   promissory  note  meeting  the
requirements of Paragraph 2.4.1, (4) establish and modify  performance  criteria
for Awards, and (5) make all of the  determinations  necessary or advisable with
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the restrictions  shall lapse),  which shall be a period  commencing on the date
the Award is granted and ending on such date as the  Committee  shall  determine
(the  "Restriction  Period").  The  Committee  may  provide  for  the  lapse  of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall  determine,  and for the early  expiration of
the  Restriction  Period upon an Employee's  death,  Disability or Retirement as
defined in Paragraph 2.7.3, or, following a Change of Control,  upon termination
of an Employee's  employment by the Company  without  "Cause" or by the Employee
for "Good Reason," as those terms are defined herein. For purposes of this Plan:

         "Change  of  Control"  shall be  deemed  to  occur  (a) on the date the
Company  first has  actual  knowledge  that any  person (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner
(as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly,  of
securities of the Company representing 40 percent or more of the combined voting
power  of the  Company's  then  outstanding  securities,  or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

         "Cause," when used with  reference to  termination of the employment of
an Employee by the Company for "Cause," shall mean:

(a) The Employee's    willful and material breach of his duties to the
Company ,or

(b) The conviction of the Employee of a felony; or

(c) The Employee's  commission of fraud in the course of his employment with the
Company, such as embezzlement or other material and intentional violation of law
against the Company; or

(d) The Employee's misconduct causing harm to the Company.



                                       13
<PAGE>


3.2 Incentive Agreements.  Each Award granted under this Plan shall be evidenced
by a written  agreement  (an  "Incentive  Agreement")  in a form approved by the
Committee  and  executed by the  Company  and the  Employee to whom the Award is
granted.  Each Incentive  Agreement shall be subject to the terms and conditions
of this Plan and other such terms and conditions as the Committee may specify.

3.3 Waiver of  Restrictions.  The  Committee may modify or amend any Award under
this Plan or waive any  restrictions  or  conditions  applicable  to the  Award.

3.4 Terms and  Conditions  of Awards.  Upon receipt of an Award of shares of the
Common Stock under this Plan,  even during the Restriction  Period,  an Employee
shall be the  holder of record of the  shares and shall have all the rights of a
stockholder with respect to such shares,  subject to the terms and conditions of
this Plan and the Award.

3.4.1  Except as  otherwise  provided  in this  Paragraph  3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,   exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
the Common Stock in violation of this Paragraph 3.4.2 shall be null and void.

3.4.2 If an  Employee's  employment  with the  Company  terminates  prior to the
expiration of the Restriction Period for an Award,  subject to any provisions of
the Award with respect to the Employee's  death,  Disability or  Retirement,  or


                                       14
<PAGE>

Change of Control,  all shares of the Common Stock subject to the Award shall be
immediately  forfeited by the Employee and  reacquired  by the Company,  and the
Employee  shall  have no  further  rights  with  respect  to the  Award.  In the
discretion of the Committee,  an Incentive  Agreement may provide that, upon the
forfeiture  by an  Employee  of Award  Shares,  the  Company  shall repay to the
Employee the  consideration (if any) that the Employee paid for the Award Shares
on the grant of the Award.  In the  discretion  of the  Committee,  an Incentive
Agreement may also provide that such repayment  shall include an interest factor
on such  consideration  from the date of the  grant of the  Award to the date of
such repayment.

3.4.3 The  Committee  may require  under such terms and  conditions  as it deems
appropriate  or  desirable  that  (a)  the  certificates  for the  Common  Stock
delivered  under this Plan are to be held in custody by the  Company or a person
or institution  designated by the Company until the Restriction  Period expires,
(b) such  certificates  shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

4.   Miscellaneous Provisions.
     ------------------------

4.1  Adjustments Upon Change in Capitalization.
     -----------------------------------------

4.1.1 The number and class of shares subject to each  outstanding  Stock Option,
the Exercise  Price  thereof (but not the total  price),  the maximum  number of
Stock Options that may be granted under this Plan,  the minimum number of shares
as to which a Stock Option may be exercised at any one time,  and the number and
class of shares  subject to each  outstanding  Award,  shall be  proportionately
adjusted  in the event of any  increase  or decrease in the number of the issued
shares of the Common  Stock which  results from a split-up or  consolidation  of
shares,  payment of a stock  dividend  or  dividends  exceeding  a total of five
percent  for  which  the  record   dates  occur  in  any  one  fiscal   year,  a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (a) upon  exercise of the Stock  Option,  the  Employee  shall  receive the
number and class of shares the  Employee  would have  received  had the Employee
been the holder of the number of shares of the Common  Stock for which the Stock
Option is being  exercised  upon the date of such change or increase or decrease
in the  number  of  issued  shares  of the  Company,  and (b) upon the  lapse of
restrictions  of the Award  Shares,  the Employee  shall  receive the number and
class of shares the  Employee  would have  received if the  restrictions  on the
Award  Shares had lapsed on the date of such  change or  increase or decrease in
the number of issued shares of the Company.

4.1.2 Upon a reorganization,  merger or consolidation of the Company with one or
more  corporations as a result of which Paving is not the surviving  corporation
or in which Paving survives as a wholly owned subsidiary of another corporation,
or upon a sale of all or  substantially  all of the  property  of the Company to
another  corporation,  or any dividend or  distribution  to stockholders of more
than 10 percent of the Company's assets, adequate adjustment or other provisions
shall be made by the  Company or other party to such  transaction  so that there
shall  remain  and/or be  substituted  for the Option  Shares  and Award  Shares
provided  for herein,  the shares,  securities  or assets  which would have been
issuable  or payable in respect of or in  exchange  for such  Option  Shares and
Award  Shares  then  remaining,  as if the  Employee  had been the owner of such


                                       15
<PAGE>

shares as of the applicable date. Any securities so substituted shall be subject
to similar successive adjustments.

4.2 Withholding  Taxes. The Company shall have the right at the time of exercise
of any Stock  Option,  the grant of an Award,  or the lapse of  restrictions  on
Award  Shares,  to make  adequate  provision  for any federal,  state,  local or
foreign taxes that it believes are or may be required by law to be withheld with
respect to such  exercise  (the "Tax  Liability"),  to ensure the payment of any
such Tax Liability. The Company may provide for the payment of any Tax Liability
by any of the following  means or a combination of such means,  as determined by
the Committee in its sole and absolute  discretion in the particular case (1) by
requiring  the  Employee  to  tender  a  cash  payment  to the  Company,  (2) by
withholding  from the  Employee's  salary,  (3) by  withholding  from the Option
Shares that would  otherwise be issuable upon  exercise of the Stock Option,  or
from the Award  Shares  on their  grant or date of lapse of  restrictions,  that
number of Option  Shares or Award Shares  having an aggregate  Fair Market Value
(determined  in the  manner  prescribed  by  Paragraph  2.2) as of the  date the
withholding  tax obligation  arises in an amount that is equal to the Employee's
Tax Liability or (4) by any other method deemed  appropriate  by the  Committee.
Satisfaction  of the Tax Liability of a Section 16 Reporting  Person may be made
by the method of payment specified in clause (3) above only if the following two
conditions are satisfied:

(a) The  withholding  of Option  Shares or Award  Shares and the exercise of the
related Stock Option occur at least six months and one day following the date of
grant of such Stock Option or Award; and

(b) The withholding of Option Shares or Award Shares is made either (i) pursuant
to an irrevocable election (the "Withholding  Election") made by the Employee at
least six  months in  advance  of the  withholding  of  Options  Shares or Award
Shares,  or (ii) on a day within a 10-day "window period" beginning on the third
business day following the date of release of the Company's  quarterly or annual
summary statement of sales and earnings.

Anything herein to the contrary  notwithstanding,  a Withholding Election may be
disapproved by the Committee at any time.

4.3  Relationship  to Other  Employee  Benefit  Plans.  Stock Options and Awards
granted hereunder shall not be deemed to be salary or other  compensation to any
Employee for purposes of any pension, thrift, profit-sharing,  stock purchase or
any other  employee  benefit plan now  maintained  or  hereafter  adopted by the
Company.

4.4 Amendments and Termination.  The Board of Directors may at any time suspend,
amend or terminate this Plan.



4.5  Successors in Interest.  The provisions of this Plan and the actions of the
Committee shall be binding upon all heirs, successors and assigns of the Company
and of the Employees.

4.6 Other Documents. All documents prepared, executed or delivered in connection
with this Plan (including,  without limitation,  Option Agreements and Incentive
Agreements)  shall be, in substance and form, as established and modified by the


                                       16
<PAGE>

Committee;  provided, however, that all such documents shall be subject in every
respect to the provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan,  the provisions of this Plan shall
prevail.

4.7 No Obligation to Continue Employment. This Plan and the grants that might be
made  hereunder  shall not impose any  obligation  on the Company to continue to
employ  any  Employee.  Moreover,  no  provision  of this  Plan or any  document
executed or delivered  pursuant to this Plan shall be deemed modified in any way
by any  employment  contract  between an Employee  (or other  employee)  and the
Company.

4.8 Misconduct of an Employee. Notwithstanding any other provision of this Plan,
if an Employee commits fraud or dishonesty toward the Company or wrongfully uses
or  discloses  any  trade  secret,   confidential   data  or  other  information
proprietary to the Company,  or intentionally  takes any other action materially
inimical to the best  interests of the Company,  as determined by the Committee,
in its sole and absolute  discretion,  the Employee shall forfeit all rights and
benefits under this Plan.

4.9 Term of Plan. This Plan was adopted by the Board effective February 6, 2003.
No Stock  Options  or Awards may be granted  under this Plan after  February  6,
2013.

4.10  Governing  Law.  This Plan shall be  construed  in  accordance  with,  and
governed by, the laws of the State of Nevada.

4.11 Approval.  No Stock Option shall be exercisable,  or Award granted,  unless
and until the  Directors  of the Company have  approved  this Plan and all other
legal requirements have been met.




                                       17
<PAGE>


4.12  Compliance with Rule 16b-3.  Transactions  under this Plan are intended to
comply with all  applicable  conditions  of Rule  16b-3.  To the extent that any
provision of this Plan or action by the Committee  fails to so comply,  it shall
be deemed null and void, to the extent  permitted by law and deemed advisable by
the Committee.






IN WITNESS  WHEREOF,  this Plan has been  executed  effective  as of February 6,
2003.


                                     Paving Stone Corporation.



                                     By  /s/ Maurice Sigouin
                                     ------------------------------
                                     Maurice Sigouin, President



                                       18
<PAGE>