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                                                                     Exhibit 4.1

                           EXCALIBUR INDUSTRIES, INC.
                       2003 EMPLOYEE STOCK INCENTIVE PLAN

     1. GENERAL PROVISIONS.

         1.1  PURPOSE.  This Stock  Incentive  Plan (the  "PLAN") is intended to
allow designated officers and employees (all of whom are sometimes  collectively
referred to herein as the  "EMPLOYEES,"  or  individually  as the "EMPLOYEE") of
Excalibur  Industries,  Inc., a Delaware  corporation  (the  "COMPANY")  and its
Subsidiaries  (as that term is defined  below)  which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "COMPANY")
to receive certain options (the "STOCK OPTIONS") to purchase common stock of the
Company,  par value $0.001 per share (the "COMMON STOCK"), and to receive grants
of the Common Stock subject to certain  restrictions (the "AWARDS").  As used in
this  Plan,  the  term  "SUBSIDIARY"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "CODE").  The purpose of this
Plan is to provide the Employees with equity-based  compensation  incentives who
make  significant and  extraordinary  contributions  to the long-term growth and
performance of the Company, and to attract and retain the Employees.

     1.2 ADMINISTRATION.

         1.2.1 The Plan shall be administered by the Compensation Committee (the
"COMMITTEE")  of, or  appointed  by, the Board of  Directors of the Company (the
"BOARD").  The  Committee  shall select one of its members as Chairman and shall
act by vote of a  majority  of a quorum,  or by  unanimous  written  consent.  A
majority  of its members  shall  constitute  a quorum.  The  Committee  shall be
governed  by the  provisions  of  the  Company's  Bylaws  and  of  Delaware  law
applicable to the Board,  except as otherwise  provided  herein or determined by
the Board.

         1.2.2 The  Committee  shall have full and  complete  authority,  in its
discretion,  but subject to the express  provisions of this Plan, (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b) to  determine  the number of Awards or Stock  Options to be
granted to an Employee;  (c) to  determine  the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d) to  remove  or  adjust  any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time of grant,  provisions  relating to  exercisability  of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock Options;  and (f)
to adopt such rules and regulations and to make all other determinations  deemed
necessary or desirable for the administration of this Plan. All  interpretations
and  constructions  of  this  Plan  by the  Committee,  and  all of its  actions
hereunder, shall be binding and conclusive on all persons for all purposes.

         1.2.3 The Company  hereby  agrees to indemnify  and hold  harmless each
Committee  member and each Employee,  and the estate and heirs of such Committee
member or  Employee,  against  all  claims,  liabilities,  expenses,  penalties,
damages or other pecuniary  losses,  including legal fees,  which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as a  result  of his
responsibilities,  obligations  or duties in  connection  with this Plan, to the
extent that  insurance,  if any,  does not cover the  payment of such items.  No
member  of the  Committee  or the  Board



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shall be liable for any action or determination  made in good faith with respect
to this Plan or any Award or Stock Option granted pursuant to this Plan.

         1.3 ELIGIBILITY AND  PARTICIPATION.  The Employees  eligible under this
Plan shall be approved by the Committee from those Employees who, in the opinion
of the  management  of the Company,  are in positions  which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to whom Award or Stock  Options  may be
granted,  consideration  shall be given to factors such as employment  position,
duties and responsibilities,  ability, productivity,  length of service, morale,
interest in the Company and recommendations of supervisors.

         1.4 SHARES  SUBJECT TO THE PLAN.  The  maximum  number of shares of the
Common Stock that may be issued pursuant to this Plan shall be 7,500,000 subject
to adjustment pursuant to the provisions of Section 4.1. If shares of the Common
Stock  awarded or issued under this Plan are  reacquired by the Company due to a
forfeiture  or for  any  other  reason,  such  shares  shall  be  cancelled  and
thereafter shall again be available for purposes of this Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased  thereunder shall again be
available for purposes of this Plan.

     2. PROVISIONS RELATING TO STOCK OPTIONS.

         2.1 GRANTS OF STOCK  OPTIONS.  The Committee may grant Stock Options in
such amounts, at such times, and to the Employees nominated by the management of
the Company as the Committee,  in its discretion,  may determine.  Stock Options
granted under this Plan may  constitute  "incentive  stock  options"  within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant and if the  requirements of Section 422 of the Code have been met.
The Committee may also grant Stock  Options  which do not  constitute  incentive
stock  options,  and any such Stock Options  shall be  designated  non-statutory
stock options by the Committee on the date of grant.  The aggregate  Fair Market
Value  (determined  as of the time an incentive  stock option is granted) of the
Common Stock with respect to which  incentive  stock options are exercisable for
the first time by any Employee  during any one calendar year (under all plans of
the  Company and any parent or  subsidiary  of the  Company)  may not exceed the
maximum amount permitted under Section 422 of the Code (currently, $100,000.00).
Non-statutory stock options shall not be subject to the limitations  relating to
incentive stock options contained in the preceding  sentence.  Each Stock Option
shall be evidenced by a written  agreement  (the "OPTION  AGREEMENT")  in a form
approved by the Committee,  which shall be executed on behalf of the Company and
by the Employee to whom the Stock Option is granted,  and which shall be subject
to the terms and  conditions of this Plan. In the  discretion of the  Committee,
Stock Options may include provisions (which need not be uniform),  authorized by
the  Committee,  in its  discretion,  that  accelerate an  Employee's  rights to
exercise Stock Options  following a "Change in Control," upon termination of the
Employee's  employment  by the Company  without  "Cause" or by the  Employee for
"Good Reason," as such terms are defined in Section 3.1 hereof.  The holder of a
Stock Option shall not be entitled to the  privileges  of stock  ownership as to
any shares of the Common Stock not actually issued to such holder.

         The  exercise  price per share for the Stock  covered by a Stock Option
shall be  determined  by the  Committee  at the time of grant but in the case of
Incentive  Stock Options shall not be less than 100% of



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the Fair Market Value on the date of grant.  If an employee owns or is deemed to
own (by reason of the attribution  rules  applicable under Section 424(d) of the
Code) more than 10% of the combined  voting power of all classes of stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee,  the option price of such Incentive Stock Option shall
be not less than 110% of the Fair Market Value on the grant date.

         2.2 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  Committee  at the  time  of  grant  but,  in the  case of an
incentive  stock option,  shall not be less than 100% percent of the Fair Market
Value on the date of the grant of the option.  For an Employee holding or who is
deemed to be  holding  (by  reason of the  attribution  rules  applicable  under
Section  424(d) of the Code)  greater  than 10% of the total voting power of all
stock of the Company,  the Exercise Price of an incentive  stock option shall be
at least 110% of the Fair  Market  Value of the Common  Stock on the date of the
grant of the option. 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.

         2.3 OPTION PERIOD.  The Stock Option period (the "TERM") shall commence
on the date of grant of the Stock  Option and shall be 10 years or such  shorter
period as is determined by the  Committee.  Each Stock Option shall provide that
it is exercisable  over its term in such periodic  installments as the Committee
in its sole  discretion  may  determine.  Such  provisions  need not be uniform.
Section 16(b) of the Securities  Exchange Act of 1934, as amended (the "EXCHANGE
ACT") exempts persons normally subject to the reporting  requirements of Section
16(a) of the Exchange Act (the  "SECTION 16  REPORTING  PERSONS")  pursuant to a
qualified  employee stock option plan from the normal requirement of not selling
until at least six months and one day from the date the Stock Option is granted.

     2.4 EXERCISE OF OPTIONS.

         2.4.1 Each Stock  Option may be  exercised in whole or in part (but not
as to fractional  shares) by delivering it for surrender or  endorsement  to the
Company,  attention of the Corporate  Secretary,  at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form  prescribed by Section  2.4.2.  Payment may be
made (a) in cash,  (b) by  cashier's  or  certified  check,  (c) by surrender of
previously  owned shares



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of the Common Stock valued pursuant to Section 2.2 (if the Committee  authorizes
payment in stock in its  discretion),  (d) by withholding from the Option Shares
which would  otherwise  be issuable  upon the  exercise of the Stock Option that
number of Option Shares equal to the exercise price of the Stock Option, if such
withholding  is  authorized by the  Committee in its  discretion,  or (e) in the
discretion of the  Committee,  by the delivery to the Company of the  optionee's
promissory  note  secured  by the  Option  Shares,  bearing  interest  at a rate
sufficient to prevent the  imputation of interest  under Sections 483 or 1274 of
the Code, and having such other terms and conditions as may be  satisfactory  to
the Committee.

         2.4.2 Exercise of each Stock Option is  conditioned  upon the agreement
of the  Employee  to the terms  and  conditions  of this Plan and of such  Stock
Option as evidenced  by the  Employee's  execution  and delivery of a Notice and
Agreement  of  Exercise  in a form  to be  determined  by the  Committee  in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that (a) no Option Shares will be sold or otherwise  distributed
in violation of the Securities Act of 1933, as amended (the "SECURITIES ACT") or
any other  applicable  federal or state  securities  laws, (b) each Option Share
certificate may be imprinted with legends  reflecting any applicable federal and
state  securities law  restrictions  and conditions,  (c) the Company may comply
with said securities law restrictions and issue "stop transfer"  instructions to
its Transfer  Agent and Registrar  without  liability,  (d) if the Employee is a
Section 16 Reporting Person,  the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said  Employee  and will  timely file all reports
required  under federal  securities  laws,  and (e) the Employee will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.

         2.4.3 No Stock  Option  shall  be  exercisable  unless  and  until  any
applicable  registration  or  qualification  requirements  of federal  and state
securities  laws,  and all other legal  requirements,  have been fully  complied
with. The Company will use reasonable efforts to maintain the effectiveness of a
registration statement under the Securities Act (a "REGISTRATION STATEMENT") for
the issuance of Stock Options and shares acquired  thereunder,  but there may be
times when no such  Registration  Statement  will be  currently  effective.  The
exercise of Stock Options may be temporarily  suspended without liability to the
Company during times when no such Registration Statement is currently effective,
or  during  times  when,  in  the  reasonable  opinion  of the  Committee,  such
suspension is necessary to preclude  violation of any requirements of applicable
law or regulatory  bodies  having  jurisdiction  over the Company.  If any Stock
Option  would  expire for any reason  except the end of its term  during  such a
suspension,  then if exercise of such Stock Option is duly  tendered  before its
expiration,  such Stock Option shall be  exercisable  and exercised  (unless the
attempted  exercise  is  withdrawn)  as of the  first  day after the end of such
suspension.  The  Company  shall  have no  obligation  to file any  Registration
Statement covering resales of Option Shares.

         2.5 CONTINUOUS EMPLOYMENT.  Except as provided in Section 2.7 below, an
Employee may not  exercise a Stock  Option  unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes of this Section 2.5,  the period of  continuous  employment  of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company,  provided  that such leave of absence shall not
exceed three  months and that the Employee  returns to the employ of the Company
at the  expiration of such leave of absence.  If the Employee fails to return to
the  employ of the  Company at the  expiration  of such  leave of  absence,  the
Employee's employment with the Company shall be deemed terminated as of the date


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such leave of absence commenced.  The continuous  employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns to the employ of the Company  within 90 days (or such  longer  period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date the Employee  first becomes  entitled to a discharge from military
service,  the  Employee's  employment  with the Company  shall be deemed to have
terminated as of the date the Employee's military service ended.

         2.6 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.

     2.7 TERMINATION OF EMPLOYMENT.

         2.7.1 Upon an  Employee's  Retirement,  Disability  (both  terms  being
defined  below) or death,  (a) all Stock  Options to the extent  then  presently
exercisable shall remain in full force and effect and may be exercised  pursuant
to the  provisions  thereof,  including  expiration at the end of the fixed term
thereof,  and (b) unless otherwise provided by the Committee,  all Stock Options
to the extent not then presently  exercisable by the Employee shall terminate as
of the date of such  termination  of  employment  and shall  not be  exercisable
thereafter.

         2.7.2 Upon the  termination  of the  employment of an Employee with the
Company for any reason other than the reasons set forth in Section 2.7.1 hereof,
(a) all Stock Options to the extent then  presently  exercisable by the Employee
shall  remain  exercisable  only for a period of 90 days  after the date of such
termination of employment (except that the 90 day period shall be extended to 12
months  if the  Employee  shall  die  during  such  90 day  period),  and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the fixed term thereof, and (b) unless otherwise provided by the Committee,  all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as of the date of such  termination  of  employment  and shall not be
exercisable thereafter.

     2.7.3 For purposes of this Plan:

         (a) "RETIREMENT" shall mean an Employee's retirement from the employ of
the  Company on or after the date on which the  Employee  attains  the age of 65
years; and

         (b)  "DISABILITY"  shall  mean  total and  permanent  incapacity  of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability shall be determined (i) on medical  evidence by a licensed  physician
designated  by the  Committee,  or (ii) on evidence that the Employee has become
entitled to receive  primary  benefits as a disabled  employee  under the Social
Security Act in effect on the date of such disability.



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     3. PROVISIONS RELATING TO AWARDS.

         3.1 GRANT OF  AWARDS.  Subject  to the  provisions  of this  Plan,  the
Committee shall have full and complete authority, in its discretion, but subject
to the express  provisions  of this Plan,  to (1) grant Awards  pursuant to this
Plan,  (2)  determine  the number of shares of the Common Stock  subject to each
Award (the "AWARD SHARES"),  (3) determine the terms and conditions  (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the  Employee  for such the  Common  Stock,  which  may,  in the  Committee's
discretion,  consist of the delivery of the Employee's  promissory  note meeting
the requirements of Section 2.4.1, (4) establish and modify performance criteria
for Awards, and (5) make all of the  determinations  necessary or advisable with
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the restrictions  shall lapse),  which shall be a period  commencing on the date
the Award is granted and ending on such date as the  Committee  shall  determine
(the  "RESTRICTION  PERIOD").  The  Committee  may  provide  for  the  lapse  of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall  determine,  and for the early  expiration of
the  Restriction  Period upon an Employee's  death,  Disability or Retirement as
defined in Section 2.7.3, or, following a Change of Control, upon termination of
an Employee's  employment by the Company  without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein. For purposes of this Plan:

         "CHANGE  OF  CONTROL"  shall be  deemed  to  occur  (a) on the date the
Company  first has  actual  knowledge  that any  person (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner
(as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly,  of
securities of the Company representing 40 percent or more of the combined voting
power  of the  Company's  then  outstanding  securities,  or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

         "CAUSE," when used with  reference to  termination of the employment of
an Employee by the Company for "Cause," shall mean:

         (a) The Employee's continuing willful and material breach of his duties
to the  Company  after he  receives  a demand  from the Chief  Executive  of the
Company specifying the manner in which he has willfully and materially  breached
such  duties,  other than any such  failure  resulting  from  Disability  of the
Employee or his resignation for "Good Reason," as defined herein; or

         (b) The conviction of the Employee of a felony; or

         (c) The Employee's  commission of fraud in the course of his employment
with the  Company,  such as  embezzlement  or  other  material  and  intentional
violation of law against the Company; or

         (d)  The  Employee's  gross  misconduct  causing  material  harm to the
Company.



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     "GOOD  REASON"  shall  mean  any one or more  of the  following,  occurring
following or in connection  with a Change of Control and within 90 days prior to
the Employee's resignation,  unless the Employee shall have consented thereto in
writing:

         (a) The  assignment  to the  Employee of duties  inconsistent  with his
executive  status prior to the Change of Control or a substantive  change in the
officer or officers  to whom he reports  from the officer or officers to whom he
reported immediately prior to the Change of Control; or

         (b) The  elimination  or  reassignment  of a majority of the duties and
responsibilities  that were  assigned to the Employee  immediately  prior to the
Change of Control; or

         (c) A reduction by the Company in the Employee's  annual base salary as
in effect immediately prior to the Change of Control; or

         (d) The Company  requiring the Employee to be based anywhere  outside a
35-mile radius from his place of employment  immediately  prior to the Change of
Control,  except for  required  travel on the  Company's  business  to an extent
substantially   consistent  with  the  Employee's  business  travel  obligations
immediately prior to the Change of Control; or

         (e) The  failure  of the  Company to grant the  Employee a  performance
bonus  reasonably  equivalent  to the same  percentage  of salary  the  Employee
normally received prior to the Change of Control,  given comparable  performance
by the Company and the Employee; or

         (f) The  failure  of the  Company to obtain a  satisfactory  Assumption
Agreement  (as defined in Section  4.12 of this Plan) from a  successor,  or the
failure of such successor to perform such Assumption Agreement.

     3.2  INCENTIVE  AGREEMENTS.  Each  Award  granted  under this Plan shall be
evidenced by a written  agreement (an "INCENTIVE  AGREEMENT") in a form approved
by the  Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to the  terms  and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

     3.3 WAIVER OF  RESTRICTIONS.  The  Committee  may modify or amend any Award
under this Plan or waive any restrictions or conditions applicable to the Award;
provided,  however, that the Committee may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the benefits to
any  Employee,  or  adversely  affects  the rights of any  Employee  without his
consent.

     3.4 TERMS AND  CONDITIONS OF AWARDS.  Upon receipt of an Award of shares of
the Common  Stock  under this Plan,  even  during  the  Restriction  Period,  an
Employee  shall be the  holder of record of the  shares  and shall  have all the
rights of a  stockholder  with respect to such shares,  subject to the terms and
conditions of this Plan and the Award.



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         3.4.1  Except as  otherwise  provided in this Section 3.4, no shares of
the  Common  Stock  received  pursuant  to this Plan  shall be sold,  exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
the Common Stock in violation of this Section 3.4.2 shall be null and void.

         3.4.2 If an Employee's  employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of the Award with respect to the Employee's death, Disability or Retirement,  or
Change of Control,  all shares of the Common Stock subject to the Award shall be
immediately  forfeited by the Employee and  reacquired  by the Company,  and the
Employee  shall  have no  further  rights  with  respect  to the  Award.  In the
discretion of the Committee,  an Incentive  Agreement may provide that, upon the
forfeiture  by an  Employee  of Award  Shares,  the  Company  shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award.  In the  discretion  of the  Committee,  an Incentive
Agreement may also provide that such repayment  shall include an interest factor
on such  consideration  from the date of the  grant of the  Award to the date of
such repayment.

         3.4.3 The Committee  may require under such terms and  conditions as it
deems  appropriate or desirable that (a) the  certificates  for the Common Stock
delivered  under this Plan are to be held in custody by the  Company or a person
or institution  designated by the Company until the Restriction  Period expires,
(b) such  certificates  shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

     4. MISCELLANEOUS PROVISIONS.

         4.1 ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

         4.1.1 The number and class of shares subject to each outstanding  Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of Stock  Options  that may be granted  under this Plan,  the minimum  number of
shares as to which a Stock  Option  may be  exercised  at any one time,  and the
number  and  class  of  shares  subject  to each  outstanding  Award,  shall  be
proportionately  adjusted in the event of any increase or decrease in the number
of the issued  shares of the  Common  Stock  which  results  from a split-up  or
consolidation  of shares,  payment of a stock dividend or dividends  exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (a) upon  exercise of the Stock  Option,  the  Employee  shall  receive the
number and class of shares the  Employee  would have  received  had the Employee
been the holder of the number of shares of the Common  Stock for which the Stock
Option is being  exercised  upon the date of such change or increase or decrease
in the  number  of  issued  shares  of the  Company,  and (b) upon the  lapse of
restrictions  of the Award  Shares,  the Employee  shall  receive the number and
class of shares the  Employee  would have  received if the  restrictions  on the
Award  Shares had lapsed on the date of such  change or  increase or decrease in
the number of issued shares of the Company.



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     4.1.2 Upon a  reorganization,  merger or  consolidation of the Company with
one or more  corporations  as a result of which the Company is not the surviving
corporation  or in which the Company  survives as a  wholly-owned  subsidiary of
another corporation,  or upon a sale of all or substantially all of the property
of the  Company to another  corporation,  or any  dividend  or  distribution  to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or other  provisions  shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares and Award Shares  provided for herein,  the shares,  securities or assets
which would have been  issuable or payable in respect of or in exchange for such
Option Shares and Award Shares then  remaining,  as if the Employee had been the
owner of such shares as of the  applicable  date.  Any securities so substituted
shall be subject to similar successive adjustments.

     4.2  WITHHOLDING  TAXES.  The  Company  shall have the right at the time of
exercise  of  any  Stock  Option,  the  grant  of an  Award,  or  the  lapse  of
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign  taxes  which it  believes  are or may be required by law to be
withheld  with respect to such  exercise  (the "TAX  LIABILITY"),  to ensure the
payment of any such Tax  Liability.  The  Company may provide for the payment of
any Tax Liability by any of the following  means or a combination of such means,
as  determined  by the  Committee  in its sole and  absolute  discretion  in the
particular  case (1) by  requiring  the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the Option  Shares which would  otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that number of Option  Shares or Award Shares having an aggregate
Fair Market Value (determined in the manner prescribed by Section 2.2) as of the
date the  withholding  tax obligation  arises in an amount which is equal to the
Employee's  Tax Liability or (4) by any other method deemed  appropriate  by the
Committee.  Satisfaction  of the Tax Liability of a Section 16 Reporting  Person
may be made by the method of payment  specified  in clause (3) above only if the
following two conditions are satisfied:

         (a) The  withholding  of Option Shares or Award Shares and the exercise
of the related  Stock Option occur at least six months and one day following the
date of grant of such Stock Option or Award; and

         (b) The withholding of Option Shares or Award Shares is made either (i)
pursuant to an irrevocable  election (the  "WITHHOLDING  ELECTION")  made by the
Employee at least six months in advance of the  withholding of Options Shares or
Award Shares,  or (ii) on a day within a 10-day "window period" beginning on the
third  business day following the date of release of the Company's  quarterly or
annual summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.

     4.3 RELATIONSHIP TO OTHER EMPLOYEE BENEFIT PLANS.  Stock Options and Awards
granted hereunder shall not be deemed to be salary or other  compensation to any
Employee for purposes of any pension, thrift, profit-sharing,  stock purchase or
any other  employee  benefit plan now  maintained  or  hereafter  adopted by the
Company.

     4.4  AMENDMENT  AND  TERMINATION.  The Board of  Directors  may at any time
suspend,  amend or  terminate  this Plan.  No  amendment,  except as provided in
Section  2.8, or  modification  of this Plan may be adopted,  except  subject to
stockholder approval,  which would (1)



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<PAGE>

materially  increase the benefits accruing to the Employees under this Plan, (2)
materially increase the number of securities which may be issued under this Plan
(except  for  adjustments  pursuant to Section 4.1  hereof),  or (3)  materially
modify the requirements as to eligibility for participation in this Plan.

         4.5 SUCCESSORS IN INTEREST. The provisions of this Plan and the actions
of the Committee shall be binding upon all heirs,  successors and assigns of the
Company and of the Employees.

         4.6 OTHER DOCUMENTS.  All documents prepared,  executed or delivered in
connection with this Plan (including,  without limitation, Option Agreements and
Incentive  Agreements)  shall be, in  substance  and form,  as  established  and
modified by the Committee;  provided,  however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this Plan shall prevail.

         4.7 NO  OBLIGATION  TO  CONTINUE  EMPLOYMENT.  This Plan and the grants
which might be made hereunder  shall not impose any obligation on the Company to
continue to employ any  Employee.  Moreover,  no  provision  of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any way by any employment  contract  between an Employee (or other employee) and
the Company.

         4.8 MISCONDUCT OF AN EMPLOYEE.  Notwithstanding  any other provision of
this Plan,  if an Employee  commits  fraud or  dishonesty  toward the Company or
wrongfully  uses or  discloses  any  trade  secret,  confidential  data or other
information  proprietary to the Company, or intentionally takes any other action
materially  inimical to the best interests of the Company,  as determined by the
Committee,  in its sole and absolute discretion,  the Employee shall forfeit all
rights and benefits under this Plan.

         4.9 TERM OF PLAN. This Plan was adopted by the Board effective July 17,
2003.  No Stock  Options or Awards may be granted under this Plan after July 17,
2013.

         4.10  GOVERNING  LAW. This Plan shall be construed in accordance  with,
and governed by, the laws of the State of Delaware.

         4.11 APPROVAL, 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.

         4.12  ASSUMPTION  AGREEMENTS.  The Company will require each successor,
(direct or indirect, whether by purchase,  merger,  consolidation or otherwise),
to all or substantially  all of the business or assets of the Company,  prior to
the  consummation of each such  transaction,  to assume and agree to perform the
terms and  provisions  remaining  to be  performed  by the  Company  under  each
Incentive  Agreement  and Stock  Option  and to  preserve  the  benefits  to the
Employees  thereunder.  Such  assumption  and agreement  shall be set forth in a
written  agreement  in form and  substance  satisfactory  to the  Committee  (an
"ASSUMPTION  AGREEMENT"),  and shall  include such  adjustments,  if any, in the
application of the provisions of the Incentive  Agreements and Stock Options and
such additional



                                       10
<PAGE>

provisions,  if any, as the  Committee  shall  require and approve,  in order to
preserve such benefits to the Employees.  Without limiting the generality of the
foregoing,  the  Committee  may  require  an  Assumption  Agreement  to  include
satisfactory undertakings by a successor:

         (a) To provide liquidity to the Employees at the end of the Restriction
Period applicable to the Common Stock awarded to them under this Plan, or on the
exercise of Stock Options;

         (b) If the  succession  occurs  before  the  expiration  of any  period
specified in the Incentive  Agreements for satisfaction of performance  criteria
applicable to the Common Stock awarded  thereunder,  to refrain from interfering
with the Company's  ability to satisfy such performance  criteria or to agree to
modify  such  performance  criteria  and/or  waive any  criteria  that cannot be
satisfied as a result of the succession;

         (c) To  require  any  future  successor  to  enter  into an  Assumption
Agreement; and

         (d) To take or refrain from taking such other  actions as the Committee
may require and approve, in its discretion.

     The Committee  referred to in this Section 4.12 is the Committee  appointed
by  a  Board  of  Directors  in  office  prior  to  the  succession  then  under
consideration.

     4.13 COMPLIANCE WITH RULE 16B-3.  Transactions under this Plan are intended
to comply with all applicable  conditions of Rule 16b-3.  To the extent that any
provision of this Plan or action by the Committee  fails to so comply,  it shall
be deemed null and void, to the extent  permitted by law and deemed advisable by
the Committee.

     4.14 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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