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                                                                     Exhibit 4.2

                           EXCALIBUR INDUSTRIES, INC.
                           2003 NON-EMPLOYEE DIRECTORS
                       AND CONSULTANTS RETAINER STOCK PLAN

         1.  INTRODUCTION.  This  Plan  shall be known  as the  "2003  EXCALIBUR
INDUSTRIES,  INC.  NON-EMPLOYEE  DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN,"
and is  hereinafter  referred to as the "PLAN." The purposes of this Plan are to
enable Excalibur  Industries,  Inc., a Delaware 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").

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

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

              2.2 "CHANGE OF CONTROL"  has the meaning set forth in Section 12.4
hereof.

              2.3 "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.

              2.4 "COMMITTEE" means the committee that administers this Plan, as
more fully defined in Section 13 hereof.

              2.5 "COMMON STOCK" has the meaning set forth in Section 1 hereof.

              2.6 "COMPANY" has the meaning set forth in Section 1 hereof.

              2.7 "DEFERRAL" has the meaning set forth in Section 6 hereof.

              2.8  "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
Section 7 hereof.

              2.9 "DELIVERY DATE" has the meaning set forth in Section 6 hereof.

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

              2.11  "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.



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              2.12  "EFFECTIVE  DATE" has the  meaning  set  forth in  Section 3
hereof.

              2.13  "EXCHANGE  ACT" has the  meaning  set forth in Section  13.2
hereof.

              2.14 "FAIR  MARKET  VALUE"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape or,  if not  listed  on such  exchange,  on any  other  national
securities  exchange on which the Common  Stock is listed or on The Nasdaq Stock
Market,  or, if not so listed on any other national  securities  exchange or The
Nasdaq  Stock  Market,  then the  average of the bid price of the  Common  Stock
during  the  last  five  trading  days on the  OTC  Bulletin  Board  immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value is to be  determined.  If the  Common  Stock is not then  publicly
traded,  then the Fair Market  Value of the Common Stock shall be the book value
of the  Company  per  share  as  determined  on the  last  day of  March,  June,
September, or December in any year closest to the date when the determination is
to be made.  For the purpose of  determining  book value  hereunder,  book value
shall be  determined by adding as of the  applicable  date called for herein the
capital,  surplus,  and  undivided  profits  of the  Company,  and after  having
deducted any reserves theretofore  established;  the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and the quotient thus obtained  shall  represent the book value of each share of
the Common Stock of the Company.

              2.15 "PARTICIPANT" has the meaning set forth in Section 4 hereof.

              2.16  "PAYMENT  TIME"  means  the time  when a Stock  Retainer  is
payable to a  Participant  pursuant to Section 5 hereof  (without  regard to the
effect of any Deferral Election).

              2.17  "STOCK  RETAINER"  has the  meaning  set forth in  Section 5
hereof.

              2.18  "THIRD  ANNIVERSARY"  has the meaning set forth in Section 6
hereof.

         3.  EFFECTIVE  DATE OF THE  PLAN.  This Plan was  adopted  by the Board
effective July 17, 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.

         5. GRANTS OF SHARES.  Commencing on the Effective  Date,  the amount of
compensation for service to directors or consultants  shall be payable in shares
of the Common Stock (the "STOCK  RETAINER")  pursuant to this Plan at the deemed
issuance  price of the Fair Market  Value of the Common



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Stock on the date of the issuance of such shares.  As used herein,  "FAIR MARKET
VALUE"  means the mean between the highest and lowest  reported  sales prices of
the Common Stock on the New York Stock Exchange Composite Tape or, if not listed
on such exchange,  on any other national securities exchange on which the Common
Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other
national securities exchange or The Nasdaq Stock Market, then the average of the
bid price of the  Common  Stock  during  the last five  trading  days on the OTC
Bulletin Board immediately preceding the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.  If the Common Stock
is not then  publicly  traded,  then the Fair Market  Value of the Common  Stock
shall be the book value of the Company per share as  determined  on the last day
of March, June, September,  or December in any year closest to the date when the
determination  is  to be  made.  For  the  purpose  of  determining  book  value
hereunder,  book value shall be determined by adding as of the  applicable  date
called for herein the capital,  surplus,  and undivided  profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items shall be divided by the number of shares of the Common  Stock  outstanding
as of said date, and the quotient thus obtained  shall  represent the book value
of each share of the Common Stock of the Company.

         6. 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 which 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.

         7. 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 Section 8 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.

         8. DELIVERY OF SHARES.

              8.1  DELIVERY.  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



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dividends  attributable  to such shares credited to such Deferred Stock Account)
shall be delivered  in  accordance  with this  Section 8 as soon as  practicable
after the applicable  Delivery Date.  Except with respect to a Deferral Election
pursuant to Section 6(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 Section 6(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
Section  6(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.

              8.2 TRUST. 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 Section 8. 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 Section 8.

         9. SHARE  CERTIFICATES;  VOTING AND OTHER RIGHTS.  The certificates for
shares delivered to a Participant pursuant to Section 8 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.

         10. GENERAL RESTRICTIONS.

              10.1  RESTRICTIONS.  Notwithstanding  any other  provision of this
Plan or agreements made pursuant  thereto,  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;

              (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  which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and



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

         10.2 OTHER  COMPENSATION.  Nothing contained in this Plan shall prevent
the Company from adopting other or additional compensation  arrangements for the
Participants.

         11. SHARES  AVAILABLE.  Subject to Section 12 below, the maximum number
of shares  of the  Common  Stock  which  may in the  aggregate  be paid as Stock
Retainers  pursuant  to this  Plan is  2,500,000.  Shares  of the  Common  Stock
issueable  under this Plan may be taken from  treasury  shares of the Company or
purchased on the open market.

         12. ADJUSTMENTS; CHANGE OF CONTROL.

              12.1 CHANGE IN  CAPITALIZATION;  CHANGE OF  CONTROL.  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 which 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  which 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.

              12.2  PROPERTY.  If the shares of the Common Stock credited to the
Deferred Stock Accounts are converted pursuant to Section 12.1 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.

              12.3  CHANGE OF  CONTROL  ALTERNATIVE.  In lieu of the  adjustment
contemplated by Section 12.1, 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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         12.4 CHANGE OF CONTROL  EVENTS.  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
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 Section 12.4 are satisfied; or

              (ii) Individuals who, as of the date hereof,  constitute the Board
of the Company (as of the date hereof,  "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,  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  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



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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,   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 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

              (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,  then outstanding shares of common stock
of such  corporation  and the combined voting power of 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 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
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  Outstanding  Company  Voting
Securities,  as the case may be) beneficially owns,  directly or indirectly,  20
percent or more of,  respectively,  then  outstanding  shares of common stock of
such  corporation  and the  combined  voting  power of 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.

         13. ADMINISTRATION; AMENDMENT AND TERMINATION.

              13.1  ADMINISTRATION.   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.

              13.2  AMENDMENT AND  TERMINATION.  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 Delaware 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



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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.

         14. MISCELLANEOUS.

              14.1 NO OBLIGATION. 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.

              14.2  WITHHOLDING  TAXES.  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.

              14.3  GOVERNING  LAW.  The Plan and all actions  taken  thereunder
shall be governed by and construed in  accordance  with the laws of the State of
Delaware.

              14.4  INFORMATION  TO  STOCKHOLDERS.  The Company shall furnish to
each of its stockholders financial statements of the Company at least annually.

         IN WITNESS  WHEREOF,  this Plan has been executed  effective as of July
17, 2003.

                                      EXCALIBUR INDUSTRIES, INC.



                                      By: /s/ William S.H. Stuart,
                                          ------------------------------------
                                          William S.H. Stuart,
                                          President and Chief Executive Officer


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