Exhibit 10.39
                         JANUS HOTELS AND RESORTS, INC.

                          DIRECTORS' STOCK OPTION PLAN


1.       PURPOSE

                  The purpose of the Janus Hotels and Resorts, Inc. Directors'
Stock Option Plan (the "Plan") is to promote the success of Janus Hotels and
Resorts, Inc. (the "Company") by providing a method whereby members of the Board
of Directors of the Company who are not Employees of the Company or its
Subsidiaries may be encouraged to invest in the Common Stock of the Company in
order to promote long term shareholder value, and increase their personal
interest in the continued success and progress of the Company.


2.       DEFINITIONS

                  Except where the context otherwise requires, as used herein:

          2.1  "Board of  Directors"  shall mean the Board of  Directors  of the
Company.

          2.2  "Code" shall mean the Internal  Revenue Code of 1986, as amended,
and any Treasury regulations promulgated thereunder.

          2.3  "Common  Stock" shall mean the common  stock,  par value $.01 per
share, of the Company.

          2.4  "Director" shall mean a member of the Board of Directors.

          2.5  "Employee" shall mean an individual who is on the active salaried
payroll of the  Company or any of its  Subsidiaries  at the time a  Nonstatutory
Stock Option is granted under the Plan.

          2.6  "Fair Market  Value" of the Common Stock means,  for all purposes
of the Plan  unless  otherwise  provided  (i) the mean  between the high and low
sales prices of the Common Stock as reported on the  National  Market  System or
Small Cap  Market of the  National  Association  of  Securities  Dealers,  Inc.,
Automated Quotation System, or any similar system of automated  dissemination of
quotations of securities prices then in common use, if so quoted, or (ii) if not
quoted as  described  in clause (i), the mean between the high bid and low asked
quotations  for the Common  Stock as reported by the National  Quotation  Bureau
Incorporated or such other source as the Board of Directors shall determine,  or
(iii) if the Common  Stock is listed or  admitted  for  trading on any  national
securities  exchange,  the mean  between  the high and low sales  price,  or the
closing  bid price if no sale  occurred,  of the Common  Stock on the  principal
securities  exchange on which the Common Stock is listed.  In the event that the
method for  determining  the Fair Market Value of the Common Stock  provided for
above shall either be not applicable or not be practical,  in the opinion of the
Board of Directors, then the Fair Market Value shall be determined by such other
reasonable method as the Board of Directors shall, in its discretion, select and
apply.

          2.7  "Nonstatutory  Stock  Option"  shall  mean an option to  purchase
Common Stock  granted  under Section 5(b) of the Plan that by its terms does not
qualify as an "incentive stock option" under Section 422 of the Code.

          2.8  "Optionee"  shall  mean a  person  to whom a  Nonstatutory  Stock
Option has been granted under the Plan.

          2.9  "Outside  Director" shall mean a member of the Board of Directors
who is not an Employee.


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          2.10 "Subsidiary" shall mean any subsidiary  corporation as defined in
Section 424(f) of the Code.

3.       ADMINISTRATION

                  (a) The Board of Directors of the Company shall administer the
Plan. The Board of Directors shall have full power and authority to grant
Nonstatutory Stock Options pursuant to the provisions of the Plan, to interpret
the provisions of the Plan and any agreements reflecting Nonstatutory Stock
Options issued under the Plan, and to supervise the administration of the Plan,
including the adoption of the rules and regulations for the administration of
the Plan. The Board of Directors may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or the Secretary or any other officer of the Company to execute and
deliver documents on behalf of the Board of Directors.

                  (b) All decisions of the Board of Directors pursuant to the
provisions of the Plan shall be final, conclusive and binding on all persons,
including the Company, shareholders, employees and Optionees.

                  (c) No member of the Board of Directors shall be liable for
anything done or omitted to be done by him or any other member of the Board of
Directors in connection with the Plan, except for his own willful misconduct or
as expressly provided by statute.


4.       SHARES SUBJECT TO THE PLAN

                  (a) The shares of Common Stock to be delivered upon exercise
of Nonstatutory Stock Options granted under the Plan may be made available from
the authorized but unissued shares of the Company or treasury shares or from
shares reacquired by the Company, including shares purchased in the open market.

                  (b) Subject to adjustments made pursuant to the provisions of
Section 4(c), the aggregate number of shares to be delivered upon the exercise
of all Nonstatutory Stock Options which may be granted under the Plan shall not
exceed 300,000 shares of Common Stock.

                  (c) In the event of any change in the outstanding Common Stock
of the Company by reason of any stock split, stock dividend, split-up,
split-off, spin-off, recapitalization, merger, consolidation, rights offering,
reorganization, combination or exchange of shares, a sale by the Company of all
or part of its assets, any distribution to shareholders other than a normal cash
dividend, or other extraordinary or unusual event, the number or kind of shares
that may be issued under the Plan pursuant to Section 4(b) above, the number or
kind of shares subject to, and the Nonstatutory Stock Option price per share
under, all outstanding Nonstatutory Stock Options shall be automatically
adjusted so that the proportionate interest of the Optionee shall be maintained
as before the occurrence of such event; such adjustment in outstanding
Nonstatutory Stock Options shall be made without change in the total
Nonstatutory Stock Option exercise price applicable to the unexercised portion
of such Nonstatutory Stock Options and with a corresponding adjustment in the
Nonstatutory Stock Option exercise price per share, and such adjustment shall be
conclusive and binding for all purposes of the Plan.

                  (d) If a Nonstatutory Stock Option granted under the Plan
shall expire or terminate for any reason, the shares subject to, but not
delivered under, such Nonstatutory Stock Option shall be available for other
Nonstatutory Stock Options to the same member or other members of the Board of
Directors.


5.       ELIGIBILITY AND EXTENT OF PARTICIPATION

                  (a)   Only Outside  Directors  shall be eligible to receive
Nonstatutory  Stock Options under the Plan.

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                  (b) Each Outside Director who is eligible to receive a
Nonstatutory Stock Option under the Plan on the date of its adoption by the
Board of Directors shall automatically receive an option for 15,000 shares of
Common Stock on the first business day of the month following the month of
adoption by the Board of Directors. A new Outside Director shall automatically
receive an option for 15,000 shares of Common Stock on the date such person
becomes a director. If the Board of Directors determines to make additional
grants of Nonstatutory Stock Options, such grants shall be made effective at
least thirty (30) days after the date of determination. In no event shall there
be more than one grant during any calendar year to Outside Directors (excluding
automatic grants to new directors) and in no event shall the number of shares
subject to the grant exceed 15,000. Except in the case of the automatic grant
which becomes effective after adoption of this Plan by the Board of Directors, a
Nonstatutory Stock Option shall vest as to number of shares subject thereto,
one-third (1/3) per year on the first, second and third December 31 following
the date of grant, provided that the Optionee is a member of the Board of
Directors on each such date. In the case of the automatic grant to existing
Outside Directors which becomes effective on the first business day of the month
following the month of adoption by the Board of Directors, the Nonstatutory
Stock Option shall vest as follows: 5,000 shares immediately upon approval of
the Plan by the shareholders of the Company, regardless of whether the Optionee
is a member of the Board of Directors on such date, and 5,000 shares on each of
the first and second December 31 thereafter, provided that the Optionee is a
member of the Board of Directors on each such date. Notwithstanding the
foregoing vesting schedules, a Nonstatutory Stock Option shall fully vest as to
the number of shares subject thereto, upon the death of the Optionee or upon the
occurrence of any of the following:

                           (1) any person or group of persons, other than Louis
                  S. Beck and Harry Yeaggy, shall acquire, directly or
                  indirectly, stock of the Company having at least 25% of the
                  combined voting power of the Company's outstanding securities;

                           (2) any merger or combination involving the Company
                  in which the Company is not the surviving party or in which
                  the stockholders of the Company immediately prior to the
                  transaction cease to own at least 75% of the combined voting
                  power of the Company's outstanding securities; or

                           (3)  a sale of substantially all of the assets of the
                  Company.

                  (c) A Nonstatutory Stock Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution, or
pursuant to a "qualified domestic relations order" as defined by the Code and
shall be exercisable during his lifetime only by him.

                  (d)      A Nonstatutory Stock Option shall not be exercisable:

                           (i)     after the  expiration  of ten years from the
date it is granted;

                           (ii)    unless payment in full is made in United
States dollars by cash or check;

                           (iii)   in the case of a person  who ceases to be an
Outside  Director for any reason while holding a Nonstatutory  Stock Option that
has not expired and has not been fully exercised, after the third anniversary of
the  date he  ceased  to be an  Outside  Director  (but in no  event  after  the
Nonstatutory  Stock Option has expired under the  provisions of Section  5(d)(i)
above); and

                           (iv)   in the case of the executors,  administrators,
heirs or  distributees,  as the case may be,  of a  person  who dies  holding  a
Nonstatutory Stock Option that has not expired and has not been fully exercised,
after the earlier of (A) the first  anniversary  of the date of death or (B) the
expiration  date that would be  applicable  under Section  5(d)(iii)  (but in no
event after the  Nonstatutory  Stock Option has expired under the  provisions of
Section 5(d)(i) above).

                  (e) It shall be a condition to the obligation of the Company
to issue shares of Common Stock upon exercise of a Nonstatutory Stock Option,

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that the holder (or any beneficiary or person entitled to exercise such
Nonstatutory Stock Option pursuant to the Plan) pay to the Company, upon its
demand, such amount as may be requested by the Company for the purpose of
satisfying any liability to withhold federal, state, or local income or other
taxes. If the amount requested is not paid, the Company may refuse to issue
shares of Common Stock.


6.       OPTION AGREEMENTS

                  Each Nonstatutory Stock Option under the Plan shall be
evidenced by an option agreement which shall be executed by the Optionee and, on
behalf of the Company, by an officer of the Company and shall contain such
provisions consistent with the Plan as may be approved by the Board of Directors
and may be supplemented and amended from time to time as approved by the Board
of Directors.


7.       OPTION PRICE

                  The price at which shares of Common Stock may be purchased
upon exercise of a particular Nonstatutory Stock Option shall be 100 percent of
the Fair Market Value of such shares at the end of the trading day on the date
such Nonstatutory Stock Option is granted, but in no event less than the par
value thereof (if any).


8.       TRANSFERABILITY OF NONSTATUTORY STOCK OPTIONS

                  A Nonstatutory Stock Option granted under the Plan may not be
transferred except by will or the laws of descent and distribution. During the
lifetime of an Optionee, a Nonstatutory Stock Option may be exercised only by
the Optionee, or by a duly appointed legal guardian in the event of the legal
disability of the Optionee. Except as specifically provided in the Plan, no
person shall have any right to assign, transfer, alienate, pledge, encumber or
subject to lien the benefits to which such person is entitled thereunder, and
benefits under the Plan shall not be subject to adverse legal process of any
kind. No prohibited assignment, transfer, alienation, pledge or encumbrance of
benefits or subjection of benefits to lien or adverse legal process of any kind
will be recognized by the Board of Directors and in such case the Board of
Directors may terminate the right of such person to such benefits and direct
that they be held or applied for the benefit of such person, his spouse,
children or other dependents in such manner and in such proportion as the Board
of Directors deems advisable. If a person to whom benefits are due shall be or
become incompetent, either physically or mentally, in the judgment of the Board
of Directors, the Board of Directors shall have the right to determine to whom
such benefits shall be paid for the benefit of such person.

9.       DELIVERY OF SHARES

                  No shares shall be delivered pursuant to any exercise of a
Nonstatutory Stock Option until the requirements of such laws and regulations as
may be deemed by the Board of Directors to be applicable thereto are satisfied.








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10.      AMENDMENTS, SUSPENSION OR DISCONTINUANCE

                  The Board of Directors may amend, suspend, or discontinue the
Plan, but except as permitted by Section 4(c), may not, without the prior
approval of the shareholders of the Company, make any amendment which operates
(a) to make any material change in the persons eligible to receive Nonstatutory
Stock Options under the Plan, (b) to increase the total number of shares which
may be delivered under the Plan except as provided in Section 4(c), (c) to
extend the maximum option period or the period during which Nonstatutory Stock
Options may be granted under the Plan, (d) to decrease the option price, or (e)
increase the number of shares subject to an option granted to a director each
year hereunder. Except with the consent of an Optionee, no amendment, suspension
or termination of the Plan shall impair the right of any recipient of any
Nonstatutory Stock Options granted under the Plan.


11.      TERM OF THE PLAN

                  (a) This Plan shall be effective as of the date of its
approval by both the Board of Directors and shareholders of the Company. Any
Nonstatutory Stock Options granted under this Plan prior to approval by the
shareholders of the Company shall be subject to such approval.

                  (b) No Nonstatutory Stock Option shall be granted under the
Plan after December 31, 2010. Unless otherwise expressly provided in the Plan or
in an applicable option agreement, any Nonstatutory Stock Option granted
hereunder may, and the authority of the Board of Directors to amend, alter,
adjust, suspend, discontinue or terminate any such Nonstatutory Stock Option
shall, continue after December 31, 2010.

12.      SHAREHOLDER APPROVAL AND ADOPTION

                  The Plan shall be submitted to the shareholders of the Company
for their approval and adoption at the next annual meeting of shareholders.
While options may be granted prior to such approval and adoption, no
Nonstatutory Stock Option granted hereunder shall be effective, unless and until
the Plan has been so approved and adopted. The shareholders shall be deemed to
have approved and adopted the Plan only if it is approved and adopted at a
meeting of the shareholders duly held by vote taken in the manner required by
applicable law.

13.      MISCELLANEOUS

               (a)  All expenses and costs in  connection  with the operation of
the Plan shall be borne by the Company.

               (b)  Proceeds  from the sale of shares  pursuant to  Nonstatutory
Stock  Options  granted  under this Plan shall  constitute  general funds of the
Company.

               (c)  Upon any  distribution of shares of Common Stock pursuant to
any  provision  of the Plan,  the  distributee  may be required to  represent in
writing that he is acquiring  such shares for his own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof.  The  certificates  for shares delivered under the Plan may include any
legend which the Board of Directors or counsel for the Company deems appropriate
to reflect any restrictions on transfers.

               (d)  Except as expressly  provided for in the Plan,  no member of
the  Board of  Directors  or other  person  shall  have any claim or right to be
granted a  Nonstatutory  Stock Option  under the Plan.  Neither the Plan nor any
action taken  hereunder  shall be construed as giving any member of the Board of
Directors any right to be retained in the service of the Company.










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