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EXHIBIT 4.1

                           EXCALIBUR INDUSTRIES, INC.
                              2003 STOCK GRANT PLAN

         1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS. The name of the plan is
the Excalibur Industries, Inc. 2003 Stock Grant Plan (the "PLAN"). The purpose
of the Plan is to encourage and enable the officers, employees, directors,
consultants, advisors, and other key persons of Excalibur Industries, Inc. (the
"COMPANY") and its Subsidiaries (as defined below) upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of
its business to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company's welfare will
assure a closer identification of their interests with those of the Company,
thereby stimulating their efforts on the Company's behalf and strengthening
their desire to remain with the Company.


         The following terms shall be defined as set forth below:

                  1.1 "ACT" means the Securities Exchange Act of 1934, as
amended.

                  1.2 "AWARD" or "AWARDS," shall refer to Stock Awards.

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

                  1.4 "CODE" means the Internal Revenue Code of 1986, as
amended, and any successor Code, and related rules, regulations and
interpretations.

                  1.5 "COMMITTEE" has the meaning specified in Section 2.

                  1.6 "EFFECTIVE DATE" means June __, 2003.

                  1.7 "FAIR MARKET VALUE" of the Stock on any given date (or, if
no shares were traded or quoted on such date, as of the next preceding date on
which there was such a trade or quote) means (i) the average of the reported
high and low sale prices of the Stock as of 4:00 p.m. New York time if the Stock
is listed, admitted to unlisted trading privileges or reported on any foreign or
national securities exchange or on the Nasdaq National Market or an equivalent
foreign market on which sale prices are reported; or (ii) if the Stock is not so
listed, admitted to unlisted trading privileges or reported, the closing bid
price as of 4:00 p.m. New York time as reported by the Nasdaq SmallCap Market,
OTC Bulletin Board or the National Quotation Bureau, Inc. or other comparable
service; or (iii) if the Stock is not so listed or reported, or if there are no
transactions or quotations within the last ten trading days or trading has been
halted for extraordinary reasons, such price as the Committee determines in good
faith in the exercise of its reasonable discretion with reference to the rules
and principles of valuation set forth in Section 20.2031-2 of the Treasury
Regulations.

                  1.8 "INDEPENDENT DIRECTOR" means a member of the Board who is
not an employee or officer of the Company or any Subsidiary.



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                  1.9 "STOCK" means the Common Stock, par value $.001 per share,
of the Company, subject to adjustments pursuant to Section 3.

                  1.10 "STOCK AWARD" means any Award granted pursuant to Section
5.

                  1.11 "SUBSIDIARY" means any corporation or other entity (other
than the Company) in any unbroken chain of corporations or other entities,
beginning with the Company, if each of the corporations or entities (other than
the last corporation or entity in the unbroken chain) owns stock or other
interests possessing 50% or more of the economic interest or the total combined
voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

         2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS.

                  2.1 COMMITTEE. The Plan shall be administered by the Board of
Directors of the Company, or at the discretion of the Board, by a committee of
the Board of not less than two Independent Directors. Each member of the
Committee shall be a "non-employee director" within the meaning of Rule
16b-3(a)(3) and, if the Board so determines in its sole discretion, shall be an
"outside director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder. All references herein to the "Committee"
shall be deemed to refer to the entity then responsible for administration of
this Plan at the relevant time (i.e., either the Board of Directors or a
committee of the Board, as applicable).

                  2.2 POWERS OF COMMITTEE. The Committee shall have the power
and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:

                           2.2.1 to select the officers, employees, Independent
Directors, consultants, advisors and key persons of the Company and its
Subsidiaries to whom Awards may from time to time be granted;

                           2.2.2 to determine the time or times of grant, and
the extent, if any, of Stock Awards granted to any one or more participants;

                           2.2.3 to determine the number of shares of Stock to
be covered by any Award;

                           2.2.4 to determine and modify from time to time the
terms and conditions, including restrictions, not inconsistent with the terms of
the Plan, of any Award, which terms and conditions may differ among individual
Awards and participants, and to approve the form of written instruments
evidencing the Awards;

                           2.2.5 to accelerate at any time the exercisability or
vesting of all or any portion of any Award and/or to include provisions in
Awards providing for such acceleration;

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                           2.2.6 to impose any limitations on Awards granted
under the Plan, including limitations on transfers, repurchase provisions and
the like and to exercise repurchase rights or obligations;

                           2.2.7 to determine at any time whether, to what
extent, and under what circumstances Stock and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the participant and whether and to what extent the Company shall pay or credit
amounts constituting interest (at rates determined by the Committee) or
dividends or deemed dividends on such deferrals; and

                           2.2.8 at any time to adopt, alter and repeal such
rules, guidelines and practices for administration of the Plan and for its own
acts and proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan;
to decide all disputes arising in connection with the Plan; and to otherwise
supervise the administration of the Plan.

                           All decisions and interpretations of the Committee
shall be binding on all persons, including the Company and Plan participants.

                  2.3 DELEGATION OF AUTHORITY TO GRANT AWARDS. The Committee, in
its discretion, may delegate to the Chief Executive Officer of the Company all
or part of the Committee's authority and duties with respect to Awards,
including the granting thereof, to individuals who are not subject to the
reporting and other provisions of Section 16 of the Act or "covered employees"
within the meaning of Section 162(m) of the Code. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.

         3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

                  3.1 STOCK ISSUABLE. The maximum number of shares of Stock
reserved and available for issuance under the Plan at any time is equal to
3,000,000 shares of Stock of the Company, subject to adjustment as provided in
Section 3.2 below. For purposes of the foregoing limitations, the shares of
Stock underlying any Awards which are forfeited, canceled, reacquired by the
Company, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock available for
issuance under the Plan. Subject to such overall limitation, shares of Stock may
be issued up to such maximum number pursuant to any type or types of Award. The
shares available for issuance under the Plan may be authorized but unissued
shares of Stock or shares of Stock reacquired by the Company.

                  3.2 RECAPITALIZATION. If, through or as a result of any
merger, consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, the outstanding
shares of Stock are increased or decreased or are exchanged for a different

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number or kind of shares or other securities of the Company or any successor
company, or additional shares or new or different shares or other securities of
the Company or any successor Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, the Committee shall
make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved for issuance under the Plan, (ii) the number and kind of shares
or other securities subject to any then outstanding Awards under the Plan, and
(iii) the price for each share subject to any then outstanding Awards under the
Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of shares) as to which such Awards remain exercisable.
The adjustment by the Committee shall be final, binding and conclusive. No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Committee in its discretion may make a cash payment in
lieu of fractional shares.

                  The Committee may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan.

                  3.3 MERGERS AND OTHER TRANSACTIONS. In the case of (i) a
merger or consolidation of the Company with or into another corporation (with
respect to which less than a majority of the outstanding voting power of the
surviving or consolidated corporation is held by shareholders of the Company
immediately prior to such event), (ii) the sale or transfer of all or
substantially all of the properties and assets of the Company and its
subsidiaries, (iii) any purchase by any party (or group of affiliated parties)
of shares of capital stock of the Company (either through a negotiated stock
purchase or a tender for such shares), the effect of which is that such party
(or group of affiliated parties) that did not beneficially own a majority of the
voting power of the outstanding shares of capital stock of the Company
immediately prior to such purchase beneficially owns at least a majority of such
voting power immediately after such purchase, or (iv) a change in the
composition of the Board such that the Continuity Directors (defined below)
cease for any reason to constitute at least a majority of the Board (in each
case, a "TRANSACTION"), all unvested Awards which are not vested as of the
effective date of such Transaction shall become vested as of such effective
date, except as the Committee may otherwise specify with respect to particular
Awards. Upon the effectiveness of the Transaction, the Plan and all outstanding
Awards granted hereunder shall terminate, unless provision is made in connection
with the Transaction for the assumption of Awards heretofore granted, or the
substitution of such Awards of new Awards of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and, if
appropriate, the per share exercise prices, as provided in Section 3.2 above. In
the event of such termination, each holder of an Award shall be permitted to
exercise for a period of at least 15 days prior to the date of such termination
all outstanding Awards held by such such holder which are then exercisable or
become exercisable upon the effectiveness of the Transaction. For purposes of
this Section 3, "CONTINUITY DIRECTORS" of the Company will mean any individuals
who are members of the Board on the effective date of the Plan and any
individual who subsequently becomes a member of the Board whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the Continuity Directors (either by specific vote or by
approval of the Company's proxy statement in which such individual is named as a
nominee for director without objection to such nomination).

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                  3.4 SUBSTITUTE AWARDS. The Committee may grant Awards under
the Plan in substitution for stock and stock based awards held by employees of
another corporation who become employees of the Company or a Subsidiary as the
result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

                  3.5 LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding
anything in this Section 3 to the contrary, if, with respect to a participant,
the acceleration of any "payments" that such participant has the right to
receive from the Company or any corporation that is a member of an "affiliated
group" (as defined in Section 1504(a) of the Code without regard to Section
1504(b) of the Code) of which the Company is a member, would constitute a
"parachute payment" (as defined in Section 280G(b)(2) of the Code), then the
"payments" to such participant pursuant to this Section 3 will be reduced to the
largest amount as will result in no portion of such "payments" being subject to
the excise tax imposed by Section 4999 of the Code but if and only if so
reducing such payments or benefits results in the participant receiving a
greater net benefit than the participant would have received had a reduction not
occurred and an excise tax had been paid by the participant under Section 4999
of the Code; provided, however, that if a participant is subject to a separate
agreement with the Company or a Subsidiary that expressly addresses the
potential application of Sections 280G or 4999 of the Code (including, without
limitation, that "payments" under such agreement or otherwise will be reduced,
that the participant will have the discretion to determine which "payments" will
be reduced, that such "payments" will not be reduced or that such "payments"
will be "grossed up" for tax purposes), then this Section 3.5 will not apply,
and any "payments" to a participant pursuant to Section 3.5 will be treated as
"payments" arising under such separate agreement. The determination as to
whether any such decrease in the payments or benefits to be made or provided in
connection with this Section 3 is necessary must be made in good faith by legal
counsel or a certified public accountant selected by the Company and reasonably
acceptable to the participant, and such determination will be conclusive and
binding upon the participant and the Company.

         4. ELIGIBILITY. Participants in the Plan will be such officers and
other employees, Independent Directors, consultants, advisors and other key
persons of the Company and its Subsidiaries who are responsible for or
contribute to the management, growth or profitability of the Company and its
Subsidiaries as are selected from time to time by the Committee, in its sole
discretion.

         5. STOCK AWARDS.

                  5.1 GRANT OR SALE OF STOCK. The Committee may, in its sole
discretion, grant (or sell at a purchase price determined by the Committee) a
Stock Award to any participant, pursuant to which such participant may receive
shares of Stock under the Plan. Stock Awards may be granted or sold as described
in the preceding sentence in respect of past services or other valid
consideration, or in lieu of any cash compensation due to such individual.

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                  5.2 ELECTIONS TO RECEIVE STOCK IN LIEU OF COMPENSATION. Upon
the request of a participant and with the consent of the Committee, each such
participant may, pursuant to an advance written election delivered to the
Company no later than the date specified by the Committee, receive a portion of
the cash compensation otherwise due to such participant in the form of shares of
Stock either currently or on a deferred basis.

                  5.3 RESTRICTIONS ON TRANSFERS.The right to receive shares of
Stock on a deferred basis may not be sold, assigned, transferred, pledged or
otherwise encumbered, other than by will or the laws of descent and
distribution.

         6. TAX WITHHOLDING.

                  6.1 PAYMENT BY PARTICIPANT. Each participant shall, no later
than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

                  6.2 PAYMENT IN STOCK. Subject to approval by the Committee, a
participant may elect to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

         7. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan, the
following events shall not be deemed a termination of employment:

                  7.1 a transfer to the employment of the Company from a
Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to
another; or

                  7.2 an approved leave of absence for military service or
sickness, or for any other purpose approved by the Company, if the employee's
right to re-employment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the
Committee otherwise so provides in writing.

         8. AMENDMENTS AND TERMINATION. The Board may, at any time, amend or
discontinue the Plan and the Committee may, at any time, amend or cancel any
outstanding Award (or provide substitute Awards at the same or reduced exercise
or purchase price or with no exercise or purchase price in a manner not
inconsistent with the terms of the Plan, but such price, if any, must satisfy

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the requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan for the purpose of satisfying changes in
law or for any other lawful purpose), but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. No amendments
to the Plan will be effective without approval of the stockholders of the
Company if stockholder approval is then required to satisfy the rules of any
stock exchange, Nasdaq or similar regulatory body.

         9. STATUS OF PLAN. With respect to the portion of any Award which has
not been exercised and any payments in cash, Stock or other consideration not
received by a participant, a participant shall have no rights greater than those
of a general creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make payments
with respect to Awards hereunder, provided that the existence of such trusts or
other arrangements is consistent with the foregoing sentence.

         10. GENERAL PROVISIONS.

                  10.1 NO DISTRIBUTION COMPLIANCE WITH LEGAL REQUIREMENTS. The
Committee may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof. No shares of Stock shall be
issued pursuant to an Award until all applicable securities law and other legal
and stock exchange or similar requirements have been satisfied. The Committee
may require the placing of such stop-orders and restrictive legends on
certificates for Stock and Awards as it deems appropriate.

                  10.2 OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such arrangements
may be either generally applicable or applicable only in specific cases. The
adoption of this Plan and the grant of Awards do not confer upon any employee
any right to continued employment with the Company or any Subsidiary.

         11. EFFECTIVE DATE OF PLAN. This Plan shall become effective upon
approval by the Board.

         12. GOVERNING LAW. This Plan shall be governed by Delaware law except
to the extent such law is preempted by federal law.

Adopted and Effective:     June __, 2003

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