Exhibit 4.1



                            U S INDUSTRIAL SERVICES, INC. 

                                1998 STOCK OPTION PLAN



                    1.   Purpose.  This 1998 Stock Option Plan (the "Plan")
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          of U S Industrial Services, Inc., a Delaware corporation (the
          "Company"), is intended to provide incentives:  (a) to certain
          directors, officers, employees and other persons who perform
          services for or on behalf of the Company and any subsidiaries of
          the Company (collectively, the "Subsidiaries") by providing them
          with opportunities to purchase capital stock in the Company
          pursuant to options granted hereunder which qualify as "incentive
          stock options" under Section 422(b) of the Internal Revenue Code
          of 1986, as amended (the "Code") ("ISO" or "ISOs") or which do
          not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified
          Options"); and (b) to individuals who are directors but not also
          employees of the Company and the Subsidiaries ("Non-Employee
          Directors") by providing them with opportunities to purchase
          capital stock in the Company pursuant to Non-Qualified Options. 
          Both ISOs and Non-Qualified Options are referred to hereinafter
          individually as an "Option" and collectively as "Options," and
          persons to whom Options are granted are referred to hereinafter
          individually as an "Optionee" and collectively as "Optionees." 
          As used herein, the term "Subsidiary" means "subsidiary
          corporation" as that term is defined in Section 424(f) of the
          Code.

                    2.   Administration of the Plan.  The Plan shall be 
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          administered by the Compensation Committee of the Board of
          Directors of the Company (the "Committee"), each member of which
          shall be a "disinterested person" within the meaning of Rule 16b-
          3 or any successor provision ("Rule 16b-3") under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").  The
          Committee shall consist of two members.  Subject to the terms of
          the Plan, the Committee shall have the authority to (i) determine
          the employees of the Company and Subsidiaries (from among the
          class of employees eligible under Section 4 hereof to receive
          ISOs) to whom ISOs may be granted; (ii) determine the number of
          shares which may be issued under each Option; (iii) determine the
          time or times at which Options may be granted; (iv) determine the
          exercise price of shares subject to each Option, which price
          shall not be less than the fair market value as specified in
          Section 6; (v) determine (subject to Sections 7 and 9) the time
          or times when each Option shall become exercisable and the
          duration of the exercise period; (vi) determine whether
          restrictions are to be imposed on shares subject to Options and
          the nature of such restrictions, if any, and (vi) interpret the
          Plan and prescribe and rescind rules and regulations relating to
          it.  If the Committee determines to issue a Non-Qualified Option,
          it shall take whatever actions it deems necessary, under Section
          422 of the Code and the regulations promulgated thereunder, to
          ensure that such Option is not treated as an ISO.  The
          interpretation and construction by the Committee of any
          provisions of the Plan or of any Option granted under it shall be
          final.  The Committee may from time to time adopt such rules and
          regulations for carrying out the Plan as it may deem best.  No
          member of the Committee or of the Board of Directors of the
          Company shall be liable for any action or determination made in
          good faith with respect to the Plan or any Option granted under
          it.

                    3.   Stock.  The stock delivered under this Plan shall  
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          be the Company's Common Stock, $.01 par value per share (the
          "Common Stock"), either authorized and unissued, treasury stock
          or shares purchased on the open market.  The aggregate number of
          shares which may be issued pursuant to the Plan is 1,000,000
          subject to adjustment as provided in Section 13.  If any Option
          granted under the Plan shall expire or terminate for any reason
          without having been exercised in full or shall cease for any
          reason to be exercisable in whole or in part, the unpurchased
          shares subject to such Option shall again be available for grants
          of Options under the Plan.

                    4.   Eligible Employees and Others.  ISOs may be 
                         -----------------------------
          granted to any employee of the Company.  Those officers and
          directors of the Company who are not employees may not be granted
          ISOs under the Plan.  Non-Qualified Options may be granted to any
          employee, officer or director (whether or not also an employee)
          of the Company.  The Board may take into consideration a
          recipient's individual circumstances in determining whether to
          grant an ISO or a Non-Qualified Option.  Granting of any Option
          to any person shall neither entitle that person to, nor
          disqualify him from, participation in any other Option grant.

                    5.   Term of Plan; Granting of Options.  The term of 
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          the Plan will commence on the date of approval of the Plan by the
          Company's Board of Directors, subject to approval by stockholders
          within one year of adoption, and terminate on the day immediately
          preceding the tenth anniversary of said adoption, except as to
          options outstanding on that date and subject to earlier
          termination as provided in Sections 9 and 10 hereof.  Options may
          be granted under the Plan at any time during the term of the
          Plan.  The date of grant of an Option under the Plan shall be the
          date specified by the Committee at the time it grants the Option;
          provided, however, that such date shall not be prior to the date
          on which the Committee acts to approve the grant.

                    6.   Minimum Exercise Price; ISO Limitations.
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                         6.01 Price for Non-Qualified Options.  The
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          exercise price per share for each Non-Qualified Option granted
          under the Plan shall not be less than the fair market value of
          the Common Stock on the date of grant of the Option, and in no
          event shall be less than the minimum legal consideration required
          therefor under the laws of the State of Delaware or the laws of
          any jurisdiction in which the Company or its successors in
          interest may be organized.

                         6.02 Price for ISOs.  The exercise price per share 
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          for each ISO granted under the Plan shall not be less than the
          fair market value per share of Common Stock on the date of such
          grant.  In the case of an ISO to be granted to an employee owning
          stock possessing more than ten percent (10%) of the total
          combined voting power of all classes of stock of the Company or
          any Subsidiary (a "10% Employee"), the price per share for such
          ISO shall not be less than one hundred ten percent (110%) of the
          fair market value per share of Common Stock on the date of grant. 
          For purposes of determining stock ownership under this Section,
          the rules of Section 424(d) of the Code shall apply.

                         6.03 $100,000 Annual Limitation on ISO Vesting.  
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          To the extent that, in the aggregate under this Plan and all
          incentive stock option plans of the Company and any Subsidiary,
          ISOs become exercisable for the first time by an employee during
          any calendar year with respect to stock having a fair market
          value (determined at the time the ISOs were granted) in excess of
          $100,000, such excess amount of stock shall be deemed to have
          been granted as a Non-Qualified Option, and not as an ISO.

                         6.04 Determination of Fair Market Value.  If at
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          the time an Option is granted under the Plan, the Company's
          Common Stock is publicly traded, "fair market value" shall be
          determined as of the last business day for which the prices or
          quotes discussed in this sentence are available prior to the date
          such Option is granted and shall mean (i) the mean (on that date)
          of the high and low prices of the Common Stock on the principal
          national securities exchange on which the Common Stock is traded,
          if the Common Stock is then traded on a national securities
          exchange; (ii) the last reported sale price (on that date) of the
          Common Stock on the NASDAQ National Market or Small-Cap Market
          (or other interdealer quotation system), if the Common Stock is
          not then traded on a national securities exchange; or (iii) the
          closing bid price (or average of bid prices) last quoted (on that
          date) by the OTC Electronic Bulletin Board or other established
          quotation service for over-the-counter securities, if the Common
          Stock is not reported on the NASDAQ National Market or Small-Cap
          Market.  However, if the Common Stock is not publicly traded at
          the time an Option is granted under the Plan, the "fair market
          value" shall be deemed to be the fair value of the Common Stock
          as determined by the Committee in good faith after taking into
          consideration all factors which it deems appropriate, including,
          without limitation, recent sale and offer prices of the Common
          Stock in private transactions negotiated at arm's length.

                    7.   Option Duration.  Subject to earlier termination 
                         ---------------
          as provided in Sections 9 and 10, each Option shall expire on the
          date specified by the Committee, but not more than (i) ten (10)
          years from the date of grant in the case of Non-Qualified
          Options, (ii) ten (10) years from the date of grant in the case
          of ISOs generally, and (iii) five (5) years from the date of
          grant in the case of ISOs granted to a 10% Employee, as
          determined under Section 6.02.  Subject to earlier termination as
          provided in Sections 9 and 10, the term of each ISO shall be the
          term set forth in the original instrument granting such ISO,
          except with respect to any part of such ISO that is converted
          into a Non-Qualified Option pursuant to Section 16.

                    8.   Exercise of Option.  Subject to the provisions of 
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          Sections 9 through 12, each Option granted under the Plan shall
          be exercisable as follows:

                         8.01 Vesting.  The Option shall either be fully
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          exercisable on the date of grant or shall become exercisable
          thereafter in such installments as the Committee may specify,
          provided that an Option granted to a director or executive
          officer of the Company may not vest earlier than six (6) months
          from the date of grant.

                         8.02 Full Vesting of Installments.  Once an 
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          installment becomes exercisable it shall remain exercisable until
          expiration or termination of the Option, unless otherwise
          specified by the Committee.

                         8.03 Partial Exercise.  Each Option or installment
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          may be exercised at any time or from time to time, in whole or in
          part, for up to the total number of shares with respect to which
          it is then exercisable.

                         8.04 Acceleration of Vesting.  The Committee shall
                              -----------------------
          have the right to accelerate the date of exercise of any
          installment of any Option, provided that the Committee shall not,
          without the consent of an Optionee, accelerate the exercise date
          of any installment of any Option granted to any employee as an
          ISO if such acceleration would violate the annual vesting
          limitation contained in Section 422(d) of the Code, as described
          in Section 6.03.

                    9.   Termination of Employment.  If an Optionee ceases
                         -------------------------
          his employment with, or service by, the Company and all
          Subsidiaries (other than by reason of death or disability as
          defined in Section 10 or by the Company or any Subsidiary for
          cause), no further installments of his Options shall become
          exercisable, and his Options shall terminate after the passage of
          three (3) months from the date of termination of his employment
          or service (except that Outside Directors Options shall terminate
          one (1) year after cessation of the directorship), but in no
          event later than on their specified expiration dates, during
          which period he shall have the right to exercise any Options
          exercisable by him on the date of termination of employment or
          service, subject to exercise for such other periods as determined
          by the Committee at the time of grant.  Options (including
          Outside Directors Options) held by an Optionee whose termination
          of employment or service is for cause shall terminate upon such
          termination.  For purposes of this Section 9 only, employment or
          service shall be considered as continuing uninterrupted during
          any bona fide leave of absence (such as those attributable to
          illness, military obligations or governmental service).  A bona
          fide leave of absence with the written approval of the Committee
          shall not be considered an interruption of employment or service
          under this Section 9, provided that such written approval
          contractually obligates the Company or any Subsidiary to continue
          the employment or service of the Optionee after the approved
          period of absence.  Options granted under the Plan shall not be
          affected by any change of employment or service within or among
          the Company and Subsidiaries, so long as the Optionee continues
          to be an employee of or consultant to the Company or any
          Subsidiary.  Nothing in the Plan shall be deemed to give any
          Optionee the right to be retained in employment or other service
          by the Company or any Subsidiary for any period of time.

                    10.  Death; Disability.
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                         10.01     Death.  If an Optionee ceases his
                                   -----
          employment with or service by the Company and all Subsidiaries by
          reason of his death, any Option may be exercised, to the extent
          of the number of shares with respect to which he could have
          exercised it on the date of his death, by his estate, personal
          representative or beneficiary who has acquired the Option by will
          or by the laws of descent and distribution at any time within one
          (1) year from the date of the Optionee's death or such later date
          as fixed by the Committee, but in no event later than on their
          specified expiration dates.

                         10.02     Disability.  If an Optionee ceases his
                                   ----------
          employment with or service by the Company and all Subsidiaries by
          reason of his disability, he shall have the right to exercise any
          Option held by him on the date of termination of employment, to
          the extent of the number of shares with respect to which he could
          have exercised it on that date, at any time prior to one (1) year
          from the date of the termination of the Optionee's employment or
          service or such later date as fixed by the Committee as to Non-
          Qualified Options, but in no event later than on their specified
          expiration dates.  For the purposes of the Plan, the term
          "disability" shall mean "permanent and total disability" as
          defined in Section 22(e)(3) of the Code or successor statute.

                    11.  Assignability.  No Option shall be assignable or
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          transferable by the Optionee except by (i) will or by the laws of
          descent and distribution or (ii) with respect to Non-Qualified
          Options, to a spouse or lineal descendant or lineal ascendant of
          the Optionee ("Permitted Assignee"), and are exercisable during
          the lifetime of the Optionee only by the Optionee or by the
          Optionee's guardian or legal representative or Permitted
          Assignee.

                    12.  Terms and Conditions of Options.  Options shall be
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          evidenced instruments (which need not be identical) in such forms
          as the Committee may from time to time approve (the "Option
          Agreements").  The Option Agreements shall conform to the terms
          and conditions set forth in Sections 6 through 11 hereof and may
          contain such other provisions as the Committee deems advisable
          which are not inconsistent with the Plan, including restrictions
          applicable to shares of Common Stock issuable upon the exercise
          of Options.  The Committee may from time to time confer authority
          and responsibility on one or more of its own members and/or one
          or more officers of the Company to execute and deliver the Option
          Agreements.  The proper officers of the Company are authorized
          and directed to take any and all action necessary or advisable
          from time to time to carry out the terms of the Option
          Agreements.

                    13.  Adjustments.  Upon the occurrence of any of the
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          following events, an Optionee's rights with respect to Options
          granted to him hereunder shall be adjusted as hereinafter
          provided, unless otherwise specifically provided in the written
          agreement between the Optionee and the Company relating to such
          Option:

                         13.01     Stock Dividends and Stock Splits.  If
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          the shares of Common Stock shall be subdivided or combined into a
          smaller or greater number of shares or if the Company shall issue
          any shares of Common Stock as a stock dividend on its outstanding
          Common Stock, the number of shares of Common Stock deliverable
          upon the exercise of Options shall be appropriately decreased or
          increased proportionately, and appropriate adjustments shall be
          made in the purchase price per share to reflect such subdivision,
          combination or stock dividend.

                         13.02     Consolidations or Mergers.  If the
                                   -------------------------
          Company is to be consolidated with or acquired by another entity
          in a merger, sale of all or substantially all of the Company's
          assets or otherwise (an "Acquisition"), the Committee or the
          board of directors of any entity assuming the obligations of the
          Company hereunder (the "Successor Board"), shall, as to
          outstanding Options, either (i) make appropriate provision for
          the continuation of such Options by substituting on an equitable
          basis for the shares then subject to such Options the
          consideration payable with respect to the outstanding shares of
          Common Stock in connection with the Acquisition; (ii) upon
          written notice to the Optionees, provide that all Options must be
          exercised, to the extent then exercisable, within a specified
          number of days of the date of such notice, at the end of which
          period the Options shall terminate; or (iii) terminate all
          Options in exchange for a cash payment equal to the excess of the
          fair market value of the shares subject to such Options (to the
          extent then exercisable) over the exercise price thereof.

                         13.03     Recapitalization or Reorganization.  In
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          the event of a recapitalization or reorganization of the Company
          (other than a transaction described in Section 13.02 above)
          pursuant to which securities of the Company or of another
          corporation are issued with respect to the outstanding shares of
          Common Stock, an Optionee upon exercising an Option shall be
          entitled to receive for the purchase price paid upon such
          exercise the securities he would have received if he had
          exercised his Option prior to such recapitalization or
          reorganization.

                         13.04     Change in Control.  In the event of a
                                   -----------------
          change in control of the Company, all Options under the Plan
          shall vest 100% and shall be immediately exercisable.  For
          purposes of this Plan, a "change in control" shall mean any of
          the following events: (a) the Company receives a report on
          Schedule 13D filed with the Securities and Exchange Commission
          pursuant to Section 13(d) of the Exchange Act disclosing that any
          person, group, corporation or other entity is the beneficial
          owner, directly or indirectly, of twenty percent (20%) or more of
          the outstanding Common Stock of the Company; (b) any person (as
          such term is defined in Section 13(d) of the Exchange Act),
          group, corporation or other entity other than the Company or any
          Subsidiary, purchases shares pursuant to a tender offer or
          exchange offer to acquire any Common Stock of the Company for
          cash, securities or any other consideration, provided that after
          consummation of the offer, the person, group, corporation or
          other entity in question is the beneficial owner (as such term is
          defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of twenty percent (20%) or more of the outstanding
          Common Stock of the Company (calculated as provided in paragraph
          (d) of Rule 13d-3 under the Exchange Act in the case of rights to
          acquire common stock); (c) the stockholders of the Company
          approve (i) any consolidation or merger of the Company in which
          the Company is not the continuing or surviving corporation or
          pursuant to which shares of Common Stock would be converted into
          cash, securities or other property, or (ii) any sale, lease,
          exchange or other transfer (in one transaction or a series of
          related transactions) of all or substantially all of the assets
          of the Company; or (d) there shall have been a change in a
          majority of the members of the Board of Directors of the Company
          within a twenty-four (24) month period unless the election or
          nomination for election by the Company's stockholders of each new
          director was approved by the vote of two-thirds of the directors
          then still in office who were in office at the beginning of the
          twenty-four (24) month period.

                         13.05     Modification of ISOs.  Notwithstanding
                                   --------------------
          the foregoing, any adjustments made pursuant to Section 13.01,
          13.02, 13.03 or 13.04 with respect to ISOs shall be made only
          after the Committee, after consulting with counsel for the
          Company, determines whether such adjustments would constitute a
          "modification" of such ISOs (as that term is defined in Section
          424 of the Code) or would cause any adverse tax consequences for
          the holders of such ISOs.  If the Committee determines that such
          adjustments made with respect to ISOs would constitute a
          modification of such ISOs, it may refrain from making such
          adjustments.

                         13.06     Dissolution or Liquidation.  In the
                                   --------------------------
          event of the proposed dissolution or liquidation of the Company,
          each Option will terminate immediately prior to the consummation
          of such proposed action or at such other time and subject to such
          other conditions as shall be determined by the Committee.

                         13.07     Issuances of Securities.  Except as
                                   -----------------------
          expressly provided herein, no issuance by the Company of shares
          of stock of any class, or securities convertible into shares of
          stock of any class, shall affect, and no adjustment by reason
          thereof shall be made with respect to, the number or price of
          shares subject to Options.  No adjustments shall be made for
          dividends paid in cash or in property other than securities of
          the Company.

                         13.08     Fractional Shares.  No fractional shares
                                   -----------------
          shall be issued under the Plan and the Optionee shall receive
          from the Company cash in lieu of such fractional shares.

                         13.09     Adjustments.  Upon the happening of any
                                   -----------
          of the events described in Section 13.01, 13.02, 13.03 or 13.04
          above, the class and aggregate number of shares set forth in
          Section 3 hereof that are subject to Options which previously
          have been or subsequently may be granted under the Plan shall
          also be appropriately adjusted to reflect the events described in
          such subparagraphs.  The Committee or the Successor Board shall
          determine the specific adjustments to be made under this Section
          13 and, subject to Section 2 hereof, its determination shall be
          conclusive.

                    14.  Means of Exercising Options.  An Option (or any
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          installment or portion of an installment thereof) shall be
          exercised by giving written notice to the Company at its
          principal office address.  The notice shall identify the Option
          being exercised and specify the number of shares as to which such
          Option is being exercised, accompanied by full payment of the
          purchase price therefor either:  (a) in United States dollars in
          cash or by check; (b) at the discretion of the Committee, through
          delivery of shares of Common Stock having a fair market value
          equal as of the date of the exercise to the cash exercise price
          of the Option; (c) at the discretion of the Committee, by
          delivery of the Optionee's personal recourse note bearing
          interest payable not less than annually at no less than 100% of
          the lowest applicable Federal rate, as defined in Section 1274(d)
          of the Code; (d) at the discretion of the Committee and
          consistent with applicable law, through the delivery of an
          assignment to the Company of a sufficient amount of the proceeds
          from the sale of the Common Stock acquired upon exercise of the
          Option and an authorization to the broker or selling agent to pay
          that amount to the Company, which sale shall be at the Optionee's
          direction at the time of exercise; or (e) at the discretion of
          the Committee, by any combination of (a), (b), (c) and (d) above. 
          If the Committee exercises its discretion to permit payment of
          the exercise price of an ISO by means of the methods set forth in
          clauses (b), (c), (d) or (e) of the preceding sentence, such
          discretion shall be exercised in writing at the time of the grant
          of the ISO in question.  An Optionee shall not have the rights of
          a stockholder with respect to the shares covered by his Option
          until the date of issuance of a stock certificate to him for such
          shares.  Except as expressly provided above in Section 13 with
          respect to changes in capitalization and stock dividends, no
          adjustment shall be made for dividends or similar rights for
          which the record date is before the date such stock certificate
          is issued.

                    15.  Termination or Amendment of Plan.  The Committee
                         --------------------------------
          may terminate or amend the Plan in any respect at any time;
          however, without the approval of the Company's stockholders
          obtained within twelve (12) months before or after the Committee
          adopts a resolution authorizing any such termination or
          amendment, the Committee may not:  (a) materially increase the
          number of shares which may be granted to Non-Employee Directors
          under the Plan (except by adjustment pursuant to Section 13
          hereof); (b) materially modify the requirements as to eligibility
          to participate in the Plan; (c) materially increase the benefits
          under the Plan; (d) extend the period during which Options under
          the Plan may be granted; (e) modify the Plan or the terms of the
          Options in such a way that members of the Committee lose their
          status as "disinterested persons" under Rule 16b-3 of the
          Exchange Act; or (f) modify the provisions of Section 6.02
          regarding the exercise price at which shares may be offered
          pursuant to ISOs (except by adjustment pursuant to Section 13). 
          Except as otherwise provided in this Section 15, in no event may
          action of the Committee or stockholders alter or impair the
          rights of an Optionee, without his consent, under any Option
          previously granted to him.

                    16.  Notice to Company of Disqualifying Disposition. 
                         ----------------------------------------------
          By accepting an ISO granted under the Plan, each Optionee agrees
          to notify the Company in writing immediately after making a
          Disqualifying Disposition, as described in Sections 421, 422 and
          424 of the Code and regulations thereunder, of any stock acquired
          under the Plan (or stock received in a transaction described in
          Section 424(b) or 424(c)(1)(B) of the Code, relating to
          distributions of stock with respect to stock acquired under the
          Plan and certain tax-free exchanges of stock acquired under the
          Plan for other stock or securities).  A Disqualifying Disposition
          (with certain exceptions) is generally any disposition within two
          (2) years of the date the ISO was granted or within one (1) year
          of the date the ISO was exercised, whichever period ends later. 
          With respect to stock held jointly with right of survivorship, a
          termination of such joint tenancy may constitute a Disqualifying
          Disposition.  This Section 16 shall be made binding upon the
          Optionee and upon any transferee of stock described in this
          Section to whom Section 424(c)(4)(B) of the Code applies.

                    17.  Withholding of Additional Income Taxes.  Upon the
                         --------------------------------------
          exercise of a Non-Qualified Option or the making of a
          Disqualifying Disposition (as defined in Section 16), the Company
          may withhold taxes in respect of amounts that constitute
          compensation includible in gross income, whenever the Company
          determines that such withholding is required.  The Committee in
          its discretion may condition the exercise of an Option on the
          Optionee's making satisfactory arrangement for such withholding. 
          In addition to tax withholding, government regulations may impose
          reporting or other obligations on the Company with respect to the
          Plan.  For example, the Company may be required to send tax
          information statements to employees and former employees that
          exercise ISOs.

                    18.  Governing Law, Construction.  The validity and
                         ---------------------------
          construction of the Plan and the agreements evidencing Options
          shall be governed by the laws of the State of Delaware, or the
          laws of any jurisdiction in which the Company or its successors
          in interest may be organized, without giving effect to conflicts
          of law.  In construing this Plan, the singular shall include the
          plural and the masculine gender shall include the feminine and
          neuter, unless the context otherwise requires.