EXHIBIT 4.2



                         SAVOY CAPITAL INVESTMENTS, INC.

  NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2003


     1. Introduction. This Plan shall be known as the "Savoy Capital
Investments, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for
the Year 2003," and is hereinafter referred to as the "Plan." The purposes of
this Plan are to enable Savoy Capital Investments, Inc., a Colorado corporation
(the "Company"), to promote the interests of the Company and its stockholders by
attracting and retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer or fees in the form of shares of the Company's common stock, par value
$0.001 per share (the "Common Stock").

     Definitions. The following terms shall have the meanings set forth below:


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

     "Change of Control" has the meaning set forth in Paragraph 13(d) hereof.

     "Code" means the Internal Revenue Code of 1986, as amended, and the rules
and regulations thereunder. References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any amended or successor
provision, rule or regulation.

     "Committee" means the committee that administers this Plan, as more fully
defined in Paragraph 14 hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Deferral Election" has the meaning set forth in Paragraph 7 hereof.

     "Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest in the shares
credited to such Deferred Stock Account pursuant to Paragraph 8 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 7 hereof.

     "Director" means an individual who is a member of the Board of Directors of
the Company.

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     "Dividend Equivalent" for a given dividend or other distribution means a
number of shares of the Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the Fair Market Value on the date of distribution of any property, that is
distributed with respect to one share of the Common Stock pursuant to such
dividend or distribution; such Fair Market Value to be determined by the
Committee in good faith.

     "Effective Date" has the meaning set forth in Paragraph 3 hereof.

     "Exchange Act" has the meaning set forth in Paragraph 13(d) hereof.

     "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.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 7 hereof.

     3. Effective Date of the Plan. This Plan was adopted by the Board effective
December 29, 2003 (the "Effective Date").

     4. Eligibility. Each individual who is a Director or consultant on the
Effective Date, and each individual who becomes a Director or consultant
thereafter during the term of this Plan, shall be a participant (the
"Participant") in this Plan, in each case during such period as such individual
remains a Director or consultant and is not an employee of the Company or any of
its subsidiaries. Each credit of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on behalf of the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

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     5. Grants of Shares. Commencing on the Effective Date, the amount of
compensation for service of Directors or consultants shall be payable in shares
of the Common Stock (the "Stock Retainer") pursuant to this Plan.

     6. Purchase Price. The purchase price (the "Exercise Price") of shares of
the Common Stock subject to each stock option (the "Option Shares") shall be
determined by the Board acting in good faith, which in any event shall be at
least 100 percent of the Fair Market Value of the Option Shares at the time a
Participant is granted the right to purchase the Option Shares, or at the time
the purchase is consummated, in the case of any Participant who owns securities
of the Company possessing more than 10 percent of the total combined voting
power of all classes of securities of the Company or its parent or subsidiaries
possessing voting power.

     7. Deferral Option. From and after the Effective Date, a Participant may
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered: (a) on the date that is three years after the Effective Date
for which it was originally payable (the "Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or consultant for any reason
(the "Departure Date") or (c) in five equal annual installments commencing on
the Departure Date (the "Third Anniversary" and "Departure Date" each being
referred to herein as a "Delivery Date"). Such Deferral Election shall remain in
effect for each subsequent year unless changed, provided that, any Deferral
Election with respect to a particular year may not be changed less than six
months prior to the beginning of such year and, provided, further, that no more
than one Deferral Election or change thereof may be made in any year.


     Any Deferral Election and any change or revocation thereof shall be made by
delivering written notice thereof to the Committee no later than six months
prior to the beginning of the year in which it is to be effected; provided that,
with respect to the year beginning on the Effective Date, any Deferral Election
or revocation thereof must be delivered no later than the close of business on
the 30th day after the Effective Date.

     8. Deferred Stock Accounts. The Company shall maintain a Deferred Stock
Account for each Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares of the Common
Stock payable pursuant to the Stock Retainer to which the Deferral Election
relates. So long as any amounts in such Deferred Stock Account have not been
delivered to the Participant under Paragraph 9 hereof, each Deferred Stock
Account shall be credited as of the payment date for any dividend paid or other
distribution made with respect to the Common Stock, with a number of shares of
the Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
multiplied by (b) the Dividend Equivalent for such dividend or distribution.

     9. Delivery of Shares.

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     (a) The shares of the Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral Election has
been made (together with dividends attributable to such shares credited to such
Deferred Stock Account) shall be delivered in accordance with this Paragraph 9
as soon as practicable after the applicable Delivery Date. Except with respect
to a Deferral Election pursuant to Paragraph 7(c) hereof, or other agreement
between the parties, such shares shall be delivered at one time; provided that,
if the number of shares so delivered includes a fractional share, such number
shall be rounded to the nearest whole number of shares. If the Participant has
in effect a Deferral Election pursuant to Paragraph 7(c) hereof, then such
shares shall be delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred Stock Account),
with the first such installment being delivered on the first anniversary of the
Delivery Date; provided that, if in order to equalize such installments,
fractional shares would have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share. If any such shares are to be
delivered after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian, as the case
may be, in accordance with the foregoing; provided that, if the Participant dies
with a Deferral Election pursuant to Paragraph 7(c) hereof in effect, the
Committee shall deliver all remaining undelivered shares to the Participant's
estate immediately. References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.

     (b) The Company may, but shall not be required to, create a grantor trust
or utilize an existing grantor trust (in either case, "Trust") to assist it in
accumulating the shares of the Common Stock needed to fulfill its obligations
under this Paragraph 9. However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights under this Plan
shall be as general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers to
Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Paragraph 9.

     10. Share Certificates; Voting and Other Rights. The certificates for
shares delivered to a Participant pursuant to Paragraph 9 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the shares, and the Participant shall receive all dividends and other
distributions paid or made with respect thereto.

     11. General Restrictions.


     (a) Notwithstanding any other provision of this Plan or agreements made
pursuant hereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to fulfillment of all of the following conditions:

          (i) Listing or approval for listing upon official notice of issuance
     of such shares on the New York Stock Exchange, Inc., or such other
     securities exchange as may at the time be a market for the Common Stock;

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          (ii) Any registration or other qualification of such shares under any
     state or federal law or regulation, or the maintaining in effect of any
     such registration or other qualification that the Committee shall, upon the
     advice of counsel, deem necessary or advisable; and

          (iii) Obtaining any other consent, approval, or permit from any state
     or federal governmental agency that the Committee shall, after receiving
     the advice of counsel, determine to be necessary or advisable.

     (b) Nothing contained in this Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

     12. Shares Available. Subject to Paragraph 13 below, the maximum number of
shares of the Common Stock that may in the aggregate be paid as Stock Retainers
pursuant to this Plan is 333,333. Shares of the Common Stock issuable under this
Plan may be taken from treasury shares of the Company or purchased on the open
market.

     13. Adjustments; Change of Control.

     (a) In the event that there is, at any time after the Board adopts this
Plan, any change in corporate capitalization, such as a stock split, combination
of shares, exchange of shares, warrants or rights offering to purchase the
Common Stock at a price below its Fair Market Value, reclassification or
recapitalization, or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, stock dividend or other extraordinary
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Section 368
of the Code) or any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such Transaction that
constitutes a Change of Control (as defined below), (i) the Deferred Stock
Accounts shall be credited with the amount and kind of shares or other property
that would have been received by a holder of the number of shares of the Common
Stock held in such Deferred Stock Account had such shares of the Common Stock
been outstanding as of the effectiveness of any such Transaction; (ii) the
number and kind of shares or other property subject to this Plan shall likewise
be appropriately adjusted to reflect the effectiveness of any such Transaction;
and (iii) the Committee shall appropriately adjust any other relevant provisions
of this Plan and any such modification by the Committee shall be binding and
conclusive on all persons.

     (b) If the shares of the Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Paragraph 13(a) into another form of
property, references in this Plan to the Common Stock shall be deemed, where
appropriate, to refer to such other form of property, with such other
modifications as may be required for this Plan to operate in accordance with its
purposes. Without limiting the generality of the foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

     (c) In lieu of the adjustment contemplated by Paragraph 13(a), in the event
of a Change of Control, the following shall occur on the date of the Change of
Control: (i) the shares of the Common Stock held in each Participant's Deferred
Stock Account shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of the Common Stock or any other
property held in such Participant's Deferred Stock Account; and (iii) this Plan
shall be terminated.

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     (d) For purposes of this Plan, Change of Control shall mean any of the
following events:

          (i) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20
     percent or more of either (1) the then outstanding shares of the Common
     Stock of the Company (the "Outstanding Company Common Stock"), or (2) the
     combined voting power of the then outstanding voting securities of the
     Company entitled to vote generally in the election of directors (the
     "Outstanding Company Voting Securities"); provided, however, that the
     following acquisitions shall not constitute a Change of Control: (A) any
     acquisition directly from the Company (excluding an acquisition by virtue
     of the exercise of a conversion privilege unless the security being so
     converted was itself acquired directly from the Company), (B) any
     acquisition by the Company, (C) any acquisition by any employee benefit
     plan (or related trust) sponsored or maintained by the Company or any
     corporation controlled by the Company or (D) any acquisition by any
     corporation pursuant to a reorganization, merger or consolidation, if,
     following such reorganization, merger or consolidation, the conditions
     described in clauses (A), (B) and (C) of paragraph (iii) of this Paragraph
     13(d) are satisfied; or

          (ii) Individuals who, as of the date hereof, constitute the Board of
     the Company (as of the date hereof, the "Incumbent Board") cease for any
     reason to constitute at least a majority of the Board; provided, however,
     that any individual becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Company's stockholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of either
     an actual or threatened election contest (as such terms are used in Rule
     14a-11 of Regulation 14A promulgated under the Exchange Act) or other
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board; or

          (iii) Approval by the stockholders of the Company of a reorganization,
     merger, binding share exchange or consolidation, unless, following such
     reorganization, merger, binding share exchange or consolidation (1) more
     than 60 percent of, respectively, the then outstanding shares of common
     stock of the corporation resulting from such reorganization, merger,
     binding share exchange or consolidation and the combined voting power of
     the then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly, by all or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of the Outstanding Company
     Common Stock and Outstanding Company Voting Securities immediately prior to
     such reorganization, merger, binding share exchange or consolidation in
     substantially the same proportions as their ownership, immediately prior to
     such reorganization, merger, binding share exchange or consolidation, of
     the Outstanding Company Common Stock and Outstanding Company Voting
     Securities, as the case may be; (2) no Person (excluding the Company, any
     employee benefit plan (or related trust) of the Company or such corporation
     resulting from such reorganization, merger, binding share exchange or
     consolidation and any Person beneficially owning, immediately prior to such
     reorganization, merger, binding share exchange or consolidation, directly
     or indirectly, 20 percent or more of the Outstanding Company Common Stock
     or Outstanding Company Voting Securities, as the case may be) beneficially
     owns, directly or indirectly, 20 percent or more of, respectively, the then
     outstanding shares of common stock of the corporation resulting from such
     reorganization, merger, binding share exchange or consolidation or the
     combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors; and
     (3) at least a majority of the members of the board of directors of the
     corporation resulting from such reorganization, merger, binding share
     exchange or consolidation were members of the Incumbent Board at the time
     of the execution of the initial agreement providing for such
     reorganization, merger, binding share exchange or consolidation; or


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          (iv) Approval by the stockholders of the Company of (1) a complete
     liquidation or dissolution of the Company or (2) the sale or other
     disposition of all or substantially all of the assets of the Company, other
     than to a corporation, with respect to which following such sale or other
     disposition, (A) more than 60 percent of, respectively, the then
     outstanding shares of common stock of such corporation and the combined
     voting power of the then outstanding voting securities of such corporation
     entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the Outstanding Company Common Stock and the Outstanding Company Voting
     Securities immediately prior to such sale or other disposition in
     substantially the same proportion as their ownership, immediately prior to
     such sale or other disposition, of the Outstanding Company Common Stock and
     the Outstanding Company Voting Securities, as the case may be, (B) no
     Person (excluding the Company and any employee benefit plan (or related
     trust) of the Company or such corporation and any Person beneficially
     owning, immediately prior to such sale or other disposition, directly or
     indirectly, 20 percent or more of the Outstanding Company Common Stock or
     the Outstanding Company Voting Securities, as the case may be) beneficially
     owns, directly or indirectly, 20 percent or more of, respectively, the then
     outstanding shares of common stock of such corporation and the combined
     voting power of the then outstanding voting securities of such corporation
     entitled to vote generally in the election of directors, and (3) at least a
     majority of the members of the board of directors of such corporation were
     members of the Incumbent Board at the time of the execution of the initial
     agreement or action of the Board providing for such sale or other
     disposition of assets of the Company.

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          14. Administration; Amendment and Termination.

     (a) This Plan shall be administered by a committee consisting of two
members who shall be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief Executive Officer (the "Committee"), which shall have full authority to
construe and interpret this Plan, to establish, amend and rescind rules and
regulations relating to this Plan and to take all such actions and make all such
determinations in connection with this Plan as it may deem necessary or
desirable.

     (b) The Board may from time to time make such amendments to this Plan,
including to preserve or come within any exemption from liability under Section
16(b) of the Exchange Act, as it may deem proper and in the best interest of the
Company without further approval of the Company's stockholders, provided that,
to the extent required under Colorado law or to qualify transactions under this
Plan for exemption under Rule 16b-3 promulgated under the Exchange Act, no
amendment to this Plan shall be adopted without further approval of the
Company's stockholders and, provided, further, that if and to the extent
required for this Plan to comply with Rule 16b-3 promulgated under the Exchange
Act, no amendment to this Plan shall be made more than once in any six month
period that would change the amount, price or timing of the grants of the Common
Stock hereunder other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder. The Board may terminate this Plan at any time by a vote of a
majority of the members thereof.

     15. 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.

     16. Term of Plan. 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. This Plan was adopted by the Board
effective December 29, 2003. No stock options or awards may be granted under
this Plan after December 29, 2013.

     17. Approval. This Plan must be approved by a majority of the outstanding
securities entitled to vote within 12 months before or after this Plan is
adopted or the date the agreement is entered into. Any securities purchased
before security holder approval is obtained must be rescinded if security holder
approval is not obtained within 12 months before or after this Plan is adopted
or the agreement is entered into. Such securities shall not be counted in
determining whether such approval is obtained.


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     18. Governing Law. This Plan and all actions taken hereunder shall be
governed by, and construed in accordance with, the laws of the State of
Colorado.

     19. Information to Shareholders. The Company shall furnish to each of its
stockholders financial statements of the Company at least annually.

     20. Miscellaneous.

     (a) Nothing in this Plan shall be deemed to create any obligation on the
part of the Board to nominate any Director for reelection by the Company's
stockholders or to limit the rights of the stockholders to remove any Director.

     (b) The Company shall have the right to require, prior to the issuance or
delivery of any shares of the Common Stock pursuant to this Plan, that a
Participant make arrangements satisfactory to the Committee for the withholding
of any taxes required by law to be withheld with respect to the issuance or
delivery of such shares, including, without limitation, by the withholding of
shares that would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the Company by the
Participant.

     IN WITNESS WHEREOF, this Plan has been executed effective as of December
29, 2003.

                                       SAVOY CAPITAL INVESTMENTS, INC.



                                       By: /s/ Andrew N. Peterie, Sr.
                                           ---------------------------------
                                           Andrew N. Peterie, Sr., President

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