CALTON, INC.
                            FORM 10-K
             FOR FISCAL YEAR ENDED NOVEMBER 30, 1995

                          EXHIBIT 10.3
             AMENDED AND RESTATED 1993 NON-QUALIFIED
                        STOCK OPTION PLAN
                        DATED MAY 28, 1993
                            
                            May 28, 1993
                            CALTON, INC.

    AMENDED AND RESTATED 1993 NON-QUALIFIED STOCK OPTION PLAN



1.   Name; Statement of Purpose; Effective Date.       (a) The
name of this Plan is "Calton, Inc. Amended and Restated 1993
Non-Qualified Stock Option Plan" (the "Plan").

     (b) The purpose of this Plan is to benefit Calton, Inc.
("Calton" or the "Company") and its subsidiaries by offering
certain present and future key operations or senior management
level employees of the Company or its subsidiaries an opportunity
to acquire and become holders of common stock of the Company over
a period of years; thereby giving them a stake in the growth and
prosperity of the Company and encouraging the continuance of
their services with the Company or its subsidiaries.  All
references herein to the Company's common stock shall mean common
stock, $.01 par value, of Calton.  The term "subsidiary" shall
mean a corporation in which the Company owns, directly or
indirectly, a majority of the voting stock.

     (c) The Plan shall become effective on May 28, 1993 (the
"Effective Date").

2.   Administration.  (a) The Plan shall be administered by the
Compensation Committee of the Board of Directors (the
"Committee").  All questions of interpretation and construction
of the Plan, of any option agreement(s) executed in connection
with the Plan, of any options granted under the Plan and any
other matters related to the Plan shall be determined by the
Committee, and shall be final and conclusive upon all persons
having an interest in the Plan and any option granted pursuant to
the Plan.  The Committee may, from time-to-time, adopt such rules
and regulations for carrying out the Plan as it may deem
appropriate. 

      (b) The Committee shall determine and designate from time
to time those eligible employees of the Company and its
subsidiaries to whom options are to be granted (each a
"Participant" and collectively, the "Participants").  An eligible
employee is a key operations or senior management level employee
of the Company or its subsidiaries who, in the judgment of the
Committee, is in a position to contribute substantially to the
success of the Company (the "Eligible Employee").  The Committee
may grant options to Participants in such amounts as the
Committee shall from time to time determine, subject to the
following limitations.  The Chief Executive Officer of the
Company may be granted options for no more than fifty percent
(50%) of all shares of the Company's common stock reserved for
issuance under the Plan.  Each other officer of the Company may
be granted options for no more than thirty-five percent (35%) of
all shares of the Company's common stock reserved for issuance
under the Plan.  Each other Eligible Employee may be granted
options for no more than thirty-five percent (35%) of all shares
of the Company's common stock reserved for issuance under the
Plan.  Factors which may be included in the Committee's
determination of the granting of options to Participants include,
without limitation, the Participant's responsibilities,
performance and potential.  No member of the Committee shall be
eligible to receive an option under the Plan.  No member of the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan.

3.   Shares Subject to the Plan.  The aggregate number of shares
of the Company's common stock reserved for issuance under the
Plan shall be one million, four hundred and ninety-two thousand,
six hundred and five (1,492,605) (a "Share" or the "Shares"),
subject to any adjustment pursuant to Section 7 below.  The
shares to be issued under the Plan shall be made available either
from authorized but unissued shares of common stock of the
Company or from authorized and issued shares of the Company's
common stock that are held by the Company as treasury shares,
including shares acquired by the Company in open market and
private transactions.  Shares issued under the Plan shall be
subject to the terms and conditions specified in the Plan and to
such other terms and conditions as the Committee may provide.  If
any option granted under the Plan shall terminate or expire
unexercised, in whole or in part, prior to the termination of the
Plan, the Shares so released from the option may be made the
subject of additional options granted under the Plan; provided
that, in the event a Plan Participant exercises an option
pursuant to an "Appreciation Rights Election," as defined in
Section 6 below, the number of Shares equal to the difference
between (i) the number of Shares with respect to which the
option was exercised and the "Appreciation Rights Election" made
and (ii) the number of Shares received by the Participant, may
not be made the subject of additional options granted under the
Plan.

  4. Option Exercise Price.  The exercise price of an option
shall be determined by the Committee at the time of grant. 

  5.  Duration of Options and Vesting of Options.  Except as
otherwise provided in Section 7 and Section 8 hereof, each
option granted under the Plan shall be for such term as
determined by the Committee in its discretion at the date of
grant, but not more than ten (10) years from such date of grant. 
Except as otherwise provided in Section 7 and Section 8 hereof,
each option granted under the Plan shall become exercisable with
respect to one-third (1/3) of the total number of Shares subject
to the option twelve (12) months after the date of grant and with
respect to an additional one-third (1/3) of the total number of
Shares subject to the option at the end of each twelve (12) month
period thereafter during the succeeding two (2) years.  Subject
to the foregoing, all or any part of the Shares subject to an
option as to which the right to purchase has accrued may be
purchased at the time of such accrual or at any time or times
thereafter during the term of such option.

  6.   Exercise of Option and Payment of Option Price.  A Plan
Participant may exercise an option, or any part thereof, on or
after such option, or a part thereof, has completely vested by
giving written notice to the Company.  In exercising an option
granted under the Plan, or a part thereof, the Participant, in
his or her sole discretion, may select one (1) of the following
three (3) methods:  (i) the Participant may purchase the Shares
subject to the option by remitting to the Company,
contemporaneous with the issuance of the notice of exercise to
the Company, the sum of the aggregate exercise price, in cash,
cashier's check, certified check, shares of the Company's common
stock owned by the Participant prior to such exercise, provided
that the Participant has owned and held such shares for a period
not less than six (6) months, with a "Fair Market Value" (as
defined below) on the day preceding the date of exercise equal to
the aggregate exercise price, or any combination thereof, and the
"Tax Withholding Amount" (as defined in Subsection (b) below)
("Exercise Buy"); or (ii) the Participant may exercise an option
and sell, or have sold on his behalf, a number of the Shares
subject to the option in an open market transaction on the date
of exercise, without any cost of sale to the Participant, which
approximates the number of Shares that upon sale on the exercise
date would be required to yield cash proceeds equivalent to the
sum of the aggregate exercise price plus the "Tax Withholding
Amount," and the Participant shall be entitled to receive a
number of Shares equal to the difference between the number of
Shares with respect to which the option was exercised and the
number of Shares sold by or on behalf of the Participant in
accordance with the above terms as well as the proceeds of the
sale of Shares remaining after payment to the Company of the
aggregate option exercise price and applicable "Tax Withholding
Amount" ("Exercise Sell"); or (iii) with respect to an option
which has been held by the Participant for not less than six (6)
months, the Participant may exercise the option and sell, or have
sold on his or her behalf, in an open market transaction on the
date of exercise, a number of the Shares subject to the option
which approximates the number of Shares that upon sale on the
exercise date will be required to yield cash proceeds equivalent
to the sum of the aggregate exercise price plus fifty percent
(50%) of the "Appreciated Value," which is the difference between
the total fair market value of the Shares on the date of
exercise, based on the sales price of the Shares on the exercise
date, and the aggregate option exercise price, and the
Appreciation Value shall be paid to the Participant fifty percent
(50%) in cash, less the "Tax Withholding Amount," and fifty
percent (50%) in shares (the "Appreciation Rights Election");
provided that, the Committee shall have the sole discretion to
determine such other form in which payment will be made to a
Participant who selects the Appreciation Rights Election, such as
all cash, all Shares, or any other combination thereof; and
provided further that, if the number of Shares so determined is
not a whole number, such number shall be reduced to the next
lower whole number with the remainder representing the fractional
share paid to the Participant in cash.  As used herein, "Fair
Market Value" shall mean the arithmetic average of the highest
and lowest sales prices of the Company's common stock reported by
the American Stock Exchange on a particular date as published in
the Wall Street Journal.  

     At the time of the exercise of any option granted hereunder
or, if applicable, any election by the Participant under Section
83 of the Code or the regulations thereunder in connection with
his or her participation in the Plan (the "Election"), the
Company shall require, as a condition of the exercise of such
option or upon such an Election, the Participant to pay to the
Company an amount equal to the amount of the tax the Company or
its subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the
exercise of such option by the Participant or the Participant's
Election, or to comply with applicable law (the "Tax Withholding
Amount").

  7.   Corporate Transactions; Adjustment of Shares. (a) In the event
there is any change in the capital stock of the Company through a
stock split, share combination or stock dividend or through a
corporate transaction, including, without limitation, a merger,
reorganization, or recapitalization, in which the Company is the
surviving entity, except as otherwise provided in Section 7(b)
below, outstanding options granted under the Plan shall apply to
the securities to which a holder of the number of shares of
common stock of the Company subject to the options would have
been entitled by reason of any such corporate transaction and any
other changes in the number or character of the shares to which
the option relates or the exercise price of the option as may be
made by the Committee in order to protect options granted under
the Plan from dilution or any diminution in value or as may
otherwise be equitable under the circumstances.

 (b)    In the event of a corporate transaction in which the Company
is not the surviving entity including, without limitation, a
merger (other than a merger intended solely to change the
Company's jurisdiction of incorporation), consolidation,
reorganization, recapitalization, sale of substantially all of
the Company's assets to an entity other than a subsidiary or
other affiliated entity of the Company, or any merger,
consolidation, reorganization, recapitalization or sale of all or
substantially all of the Company's assets in which the previously
outstanding common stock shall be changed into or, pursuant to
the operation of law or the terms of the transaction to which the
Company is a party, exchanged for common stock or other
securities of another corporation or interest in a noncorporate
entity or other property (including cash) or any combination of
any of the foregoing, (each, a "Corporate Transaction"), or a
tender offer for fifty percent (50%) or more of the Company's
voting stock regardless of whether or not the Company continues
as a surviving corporation (the "Tender Offer"), or a change in
control of the Company, as defined below, ("Change in Control"),
the Plan Participant, in his or her sole discretion, may choose
to: (i) accelerate all unvested options /and exercise all such
unexercised options, or any part thereof, (utilizing any of the
methods set forth in Section 6 hereof or if either the Exercise
Sell Method or Appreciation Rights Election is not available,
because of the absence of a trading market for the Company's
common stock on the date of consummation or any other reason,
then the Participant shall be entitled to receive, without the
payment of consideration, that number of Shares equal to the
number of Shares issuable upon exercise of the option less the
number of Shares having an aggregate Fair Market Value on the
date of exercise equal to the aggregate exercise price of the
exercised option) within thirty (30) days of receipt of notice of
the Company's election to enter into any such Corporate
Transaction; provided that (a) the Participant's exercise of any
such options in the event of a Corporate Transaction shall be
conditioned upon the consummation of any such Corporate
Transaction (but such condition shall not preclude the
Participant from receiving, with respect to the shares issuable
upon the exercise of such options, the consideration issuable or
payable in respect of shares of the Company's common stock
pursuant to such Corporate Transaction), and (b) in the case of a
Tender Offer or Change in Control, all options held by a
Participant shall become automatically vested and the Participant
may, subject to the other terms and provisions of the Plan,
exercise any option held at any time prior to the expiration date
of such option; or (ii) within ten (10) days of receiving notice
of the Company's decision to enter into any such Corporate
Transaction, provide the Company with written notice that the
Board of the Company shall be obliged to specifically provide
that the surviving entity will grant substitute options to the
Participant to purchase securities of the surviving entity in
exchange for the Participant's options granted under the Plan,
and the underlying securities of such substitute options shall
have a fair market value equivalent to the highest aggregate Fair
Market Value of all Shares subject to the Participant's options,
whether exercisable or not, from the date of public announcement
through the effective date of the Corporate Transaction, and such
substitute options shall be issued with an aggregate exercise
price equal to the aggregate exercise price of the Shares subject
to the Participant's options and subject to terms and conditions
comparable to the terms and conditions of the Plan and any
related option grant agreement; provided, however, that if a
Participant elects to have the Board provide such substitute
options, the Board, at its option, may within ten (10) days of
receiving notice from the Participant elect to repurchase within
sixty (60) days of the effective date of any such Corporate
Transaction all of the Participant's options granted under the
Plan (which repurchase right may be exercised by the surviving
entity), whether vested or not, by paying a net purchase price
equal to the difference between the highest Fair Market Value of
the Shares subject to the Participant's options from the date of
public announcement through the effective date of the Corporate
Transaction and the aggregate exercise price of the Shares
subject to the Participant's options; provided further, however,
that if the Board determines not to arrange for substitute
options and notifies the Participant that it has elected to
exercise the Company's repurchase option, the Participant shall
be entitled to exercise all of the unexercised options, or any
part thereof, during the remainder of the thirty (30) day period
described in (i) above; or (iii) within ten (10) days of
receiving notice of the commencement of a Tender Offer, provide
the Company with written notice that the Company shall be obliged
to repurchase all of the Participant's options granted under the
Plan, whether vested or not, by paying a net purchase price equal
to the difference between the highest aggregate Fair Market Value
of the Shares subject to the Participant's options from the date
of public announcement through the effective date of the Tender
Offer and the aggregate exercise price of the Shares subject to
the Participant's options; provided, however, that the Company's
obligation to repurchase any of such options shall be subject to
any limitation or prohibition contained in any agreement to which
the Company is a party; or (iv) within ten (10) days of receipt
of notice from the Company of a Change in Control (which notice
shall be furnished promptly upon the Company receiving notice of
the Change in Control), provide the Company with written notice
that the Company shall be obliged to repurchase all of the Plan
Participant's options granted under the Plan, whether vested or
not, by paying a net purchase price equal to the difference
between the aggregate Fair Market Value of the Shares subject to
the Participant's options on the date of the Change in Control of
the Company and the aggregate exercise price of the Shares
subject to the Participant's options; provided, however, that the
Company's obligation to repurchase any of such options shall be
subject to any limitation or prohibition contained in any
agreement to which the Company is a party.  For purposes of this
Section 7(b), a Change in Control of the Company shall mean (a)
an event or series of events by which any "Person," as that term
is defined in Section 2(2) of the Securities Act of 1933, or any
affiliate of such Person (when applied to any Person, an
affiliate shall mean any other Person directly or indirectly
controlling, controlled by, or under common control with, that
Person) or Persons and affiliates of such Persons acting in
concert shall, whether in a single transaction or a series of
related transactions, acquire, directly or indirectly, an amount
of the Company's voting stock, representing thirty-five percent
(35%) or more of the total voting power of the outstanding voting
securities of the Company having the right under ordinary
circumstances to vote in an election of the Company's Board, or
(b) the consummation of a merger, reorganization or
recapitalization in which the Company is the surviving entity
that results in the Company's shareholders immediately prior to
such transaction not holding (by virtue of such shares or
securities issued pursuant to such transaction) securities
representing sixty-five percent (65%) or more of the total voting
power of the outstanding voting securities of the Company having
the right under ordinary circumstances to vote in an election of
the Company's Board.

 (c)   In the event of the dissolution or liquidation of the
Company (except a dissolution or liquidation relating to a sale
of assets or other reorganization of the Company referred to in
the preceding paragraph), outstanding options granted under the
Plan shall terminate as of a date fixed by the Committee;
provided, however, that not less than thirty (30) days written
notice of the date so fixed shall be given to each Participant
and each such Participant shall have the right during such period
to exercise his option as to all or any part of the Shares
covered thereby, including Shares as to which such option would
not otherwise be exercisable by reason of an insufficient lapse
of time.

 (d)   Notwithstanding the exercise provisions in Subsections (a),
(b) and (c) above, should the Company's legal counsel determine
that an extension of time for the exercise of any option is
necessary in order to allow the Participant to acquire the Shares
subject to any option in compliance with federal and state
securities laws, the Committee shall extend said time of exercise
for whatever additional period of time is necessary, in counsel's
judgment, to allow such compliance.

  8.   Termination of Employment; Vesting and Exercise of Options
Thereafter. (a)  In the event the employment relationship of a Plan
Participant with the Company or any of its subsidiaries is
terminated by reason of the Participant's death or permanent
disability, all unvested options shall be accelerated and become
fully vested on such date of termination, and the Participant, or
the Participant's designated beneficiary or estate, shall have
two (2) years from such date of termination to acquire the Shares
subject to all of the Participant's unexercised options, or any
part thereof.

 (b)    If a Plan Participant terminates the employment relationship
by reason of resignation from the Company for any reason, the
Participant shall have one (1) year from such date of termination
to exercise all unexercised options, or any part thereof, which
had fully vested on or before the date of the Participant's
resignation.

 (c)    In the event a Participant, who has been employed with the
Company for one (1) year or more, is terminated by the Company
for any reason other than for "Just Cause," as that term is
defined in Section 8(d) below, each option, or any part thereof,
scheduled to vest on the succeeding anniversary date of the date
of grant of the respective option following the date on which
such termination occurs shall be accelerated and become fully
vested on the date of termination, and the Participant shall have
two (2) years from the date of termination to acquire the Shares
subject to unexercised options, or any part thereof, which are or
are deemed to be exercisable on the date of termination.  For any
Participant who has been employed by the Company for less than
one (1) year, the Participant shall have thirty (30) days, or
seven (7) months if the Participant is an officer, director or
more than 10% beneficial owner of the Company (the "Corporate
Insider"), from the date of termination of employment by the
Company for any reason other than Just Cause in which to exercise
only those options, or part thereof, which had fully vested on or
before such date of termination.

 (d)    If the Participant is terminated by the Company for Just
Cause, the Participant shall have ninety (90) days, or seven (7)
months if such Participant is a Corporate Insider, from the date
of termination to exercise only those options, or any part
thereof, which had fully vested on or before the date of
termination.  For purposes of the Plan, the term "Just Cause"
shall mean:  (i) a Participant's conviction for a felony or for
fraud; (ii) a Participant engaging in any conduct, by way of act
or omission, which in the opinion of the Company's Board has the
potential to cause, or does cause, a material adverse effect on
the Company's business; (iii) a Participant failing to return
from authorized leave from the Company; (iv) a Participant being
found to be under the influence of, or to have distributed, any
illegal narcotic substance while on the Company's premises,
including any project site of the Company; (v) a Participant
acting dishonestly or committing theft of Company property; or
(vi) the work performance of a Participant failing to meet
Company standards. 

  9.   Non-Transferability of Option.  No option shall be
transferable (including pledged or encumbered) by a Participant
otherwise than by will or the laws of descent and distribution,
and each option shall be exercisable during a Participant's
lifetime only by the Participant or by the Participant's legal
representatives.

  10.   Amendments and Discontinuance.  The Board may amend,
suspend, discontinue, or terminate the Plan, subject to
shareholder approval if so required by any applicable federal or
state securities laws or corporate statute.  No action of the
Board, however, may without the consent of a Participant alter or
impair any option previously granted to the Participant under the
Plan.

  11.   Successors and Assigns.  The provisions of the Plan shall be
binding upon all successors and assigns of any Participant
acquiring shares under the Plan, including, without limitation,
the estate of any such Participant and the executors,
administrators or trustees of such estate, and any receiver,
trustee in bankruptcy or representative of the creditors of any
such Participant.

  12.   Termination Date of the Plan.  The Plan shall terminate on
May 28, 1998, the fifth anniversary of the Effective Date (the
"Termination Date"), and no options shall be granted under the
Plan subsequent to the Termination Date.  Options granted on or
before the Termination Date shall remain exercisable after the
termination of the Plan in accordance with their respective
terms.

  13.   Miscellaneous. (a)  Any and all funds held by the Company under
the Plan may be used for any corporate purpose.

  (b)   Nothing contained in the Plan, any option agreement executed
in connection with the Plan or any option granted under the Plan
shall confer upon any Plan Participant any right to be continued
in the employment of the Company or any subsidiary of the
Company, or interfere in any way with the right of the Company or
its subsidiaries to terminate the employment relationship at any
time.

  (c)   Options granted under the Plan are intended to be treated as
non-qualified stock options and not as incentive stock options as
defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

  (d)   No options may be granted nor may common stock be purchased
under this Plan until the Company has taken all actions then
required to comply with the Securities Act of 1933, as amended,
and any other applicable state securities laws and any exchange
on which the common stock may be listed.

  (e)   The Company shall take any reasonable and appropriate action
which is necessary, including, without limitation, the filing of
a Form S-8 Registration Statement with the Securities and
Exchange Commission, to effect the registration of the Company's
common stock reserved for issuance under this Plan under the
Securities Act of 1933, as amended.

  (f)   In the event that any term, condition, or provision of any
agreement, including, without limitation, an employment
agreement, between the Company and a Plan Participant varies
from, or is in any way dissimilar to or in conflict with, any of
the terms, conditions or provisions of the Plan, the terms,
conditions and provisions of any such agreement will control.

As Amended through April 18, 1995