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EXHIBIT 10.1


                           EXCALIBUR INDUSTRIES, INC.

                              2002 STOCK BONUS PLAN


         1. PURPOSE. The purpose of the Excalibur Industries, Inc. 2002 Stock
Bonus Plan (the "Plan") is to strengthen Excalibur Industries, Inc., a Texas
corporation ("Corporation"), by providing to employees of the Corporation or any
of its subsidiaries added incentive for high levels of performance and unusual
efforts to increase the earnings of the Corporation. The Plan seeks to
accomplish this purpose by issuing shares of the common stock of the
Corporation, $.001 par value to specified employees, thereby increasing their
proprietary interest in the Corporation's success and encouraging them to remain
in the employ or service of the Corporation.

         2. CERTAIN DEFINITIONS. As used in this Plan, the following words and
phrases shall have the respective meanings set forth below, unless the context
clearly indicates a contrary meaning:

                  2.1 "BOARD OF DIRECTORS": The Board of Directors of the
Corporation.

                  2.2 "COMMITTEE": The Committee which shall administer the Plan
shall consist of the entire Board of Directors or a committee designated by the
entire Board.

                  2.3 "SHARES": The shares of common stock, $.001 par value, of
the Corporation.

                  2.4 "Subsidiary": Any corporation of which fifty percent (50%)
or more of total combined voting power of all classes of stock of such
corporation is owned by the Corporation or another Subsidiary (as so defined).

         3. ADMINISTRATION OF PLAN.

                  3.1 IN GENERAL. This Plan shall be administered by the
Committee. Any action of the Committee with respect to administration of the
Plan shall be taken pursuant to (i) a majority vote at a meeting of the
Committee (to be documented by minutes), or (ii) the unanimous written consent
of its members.

                  3.2 AUTHORITY. Subject to the express provisions of this Plan,
the Committee shall have the authority to do the following: (i) construe and
interpret the Plan, decide all questions and settle all controversies and
disputes which may arise in connection with the Plan and to define the terms
used therein; (ii) prescribe, amend and rescind rules and regulations relating
to administration of the Plan; (iii) determine the individuals to whom, the time
or times at which, and the number of Shares to be issued; (iv) determine the
duration and purposes of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the Plan;
and (v) make all other determinations necessary or advisable to the
administration of the Plan. Determinations of the Committee on matters referred
to in this Section 3 shall be conclusive and binding on all parties howsoever
concerned. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan.


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         4. ELIGIBILITY AND PARTICIPATION. Only officers, employees and
directors who are also employees of the Corporation or any Subsidiary shall be
eligible to receive Shares under the Plan. Within the foregoing limits, the
Committee, from time to time, shall determine and designate persons to whom
Shares may be issued. All such designations shall be made in the absolute
discretion of the Committee and shall not require the approval of the
shareholders. In determining (i) the number of Shares to be issued, (ii) the
individuals of the eligible class to whom Shares shall be issued, and (iii) the
times at which such Shares shall be issued, the Committee shall take into
account such factors as it shall deem relevant in connection with accomplishing
the purpose of the Plan as set forth in Section 1. An individual who has been
issued Shares may be issued additional Shares if the Committee shall so
determine. No Shares shall be issued under the Plan after December 31, 2002.

         5. AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

                  5.1 SHARES. Subject to adjustment as provided in Section 5.2
below, the total number of Shares to be issued pursuant to this Plan shall not
exceed Fifty Thousand (50,000) Shares. Shares subject to the Plan may be either
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Corporation.

                  5.2 ADJUSTMENTS. As used herein, the term "Adjustment Event"
means an event pursuant to which the outstanding Shares of the Corporation are
increased, decreased or changed into, or exchanged for a different number or
kind of shares or securities, without receipt of consideration by the
Corporation, through reclassification, stock split, reverse stock split, stock
dividend, stock consolidation or otherwise. Upon the occurrence of an Adjustment
Event, appropriate and proportionate adjustments shall be made to the number of
Shares which may thereafter be granted under this Plan. The determination by the
Committee as to what adjustments, amendments or arrangements shall be made
pursuant to this Section 5.2, and the extent thereof, shall be final and
conclusive. No fractional Shares shall be issued under the Plan on account of
any such adjustment or arrangement.

         6. TERMS AND CONDITIONS OF SHARE ISSUANCES.

                  6.1 SECURITIES LAWS COMPLIANCE. The Corporation will
diligently endeavor to comply with all applicable securities laws before any
Shares are issued under the Plan. The Committee in its discretion may cause the
Shares to be registered under the Securities Act of 1933, as amended, by the
filing of a Form S-8 Registration Statement covering the Shares. Each person to
whom Shares are issued under the Plan shall take any action reasonably requested
by the Corporation in connection with registration or qualification of the
Shares under federal or state securities laws. Without limiting the generality
of the foregoing, the Corporation may require from such person such investment
representation or such agreement, if any, as counsel for the Corporation may
consider necessary or advisable in order to comply with the Securities Act of
1933 as then in effect.

                  6.2 NONTRANSFERABILITY OF OPTIONS. Notwithstanding any
registration of the Shares under the Securities Act of 1933 set forth in Section
6.1 above, all Shares issued under this Plan shall be nontransferable, either
voluntarily or by operation of law, otherwise than by will or the laws of
descent and distribution, until December 31, 2002. The certificates representing
the Shares shall contain a restrictive legend disclosing the nontransferability
of the Shares as set forth herein.

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                  6.3 WITHHOLDING OF TAXES. As a condition to the exercise, in
whole or in part, of any Options, the Board of Directors may in its sole
discretion require the Optionee to pay, in addition to the purchase price of the
Shares covered by the Option an amount equal to any Federal, state or local
taxes that may be required to be withheld in connection with the exercise of
such Option.

                  6.4 NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP. Nothing
contained in this Plan shall obligate the Corporation to employ or have another
relationship with any person who is issued Shares under this Plan for any period
or interfere in any way with the right of the Corporation to reduce such
person's compensation or to terminate the employment of or relationship with
such person at any time.

         7. PLAN AMENDMENT AND TERMINATION.

                  7.1 AUTHORITY OF COMMITTEE. The Committee may at any time
discontinue issuing Shares under the Plan or otherwise suspend, amend or
terminate the Plan; provided that, except as permitted under the provisions of
Section 5.2, the Committee shall have no authority to make any amendment or
modification to this Plan which would: (i) increase the maximum number of Shares
which may be issued pursuant to the Plan (except pursuant to Section 5.2); (ii)
change the designation of the class of the employees eligible to receive Shares
under the Plan; or (iii) extend the term of the Plan. No Shares may be issued
during any suspension or after termination of the Plan.

                  7.2 MAXIMUM TERM. Unless previously terminated by the
Committee, this Plan shall terminate on December 31, 2002, and no Shares shall
be issued under the Plan thereafter.

         8. EFFECTIVE DATE OF PLAN. This Plan shall be effective as of June 7,
2002, the date the Plan was adopted by the Board of Directors.

         9. MISCELLANEOUS PROVISIONS.

                  9.1 EXCULPATION AND INDEMNIFICATION. The Corporation shall
indemnify and hold harmless the Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than such liabilities,
costs and expenses as may result from the gross negligence, bad faith, willful
conduct and/or criminal acts of such persons.

                  9.2 GOVERNING LAW. The Plan shall be governed and construed in
accordance with the laws of the State of Delaware.

                  9.3 COMPLIANCE WITH APPLICABLE LAWS. The inability of the
Corporation to obtain from any regulatory body having jurisdiction authority
deemed by the Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares shall relieve the Corporation of any liability in respect of
the non-issuance or sale of such Shares as to which such requisite authority
shall not have been obtained.


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