STATE OF NORTH CAROLINA
COUNTY OF BEAUFORT



                                           EMPLOYEE STOCK OPTION AGREEMENT
                                                  (Incentive Stock Option)

           THIS EMPLOYEE STOCK OPTION AGREEMENT (the "Agreement") is  made
as  of this    19th    day of December, 2001 (the "Date of Grant"), by and
between  FOUNTAIN  POWERBOAT INDUSTRIES, INC., a Nevada  corporation  (the
"Company"),  and ANTHONY J. ROMERSA, a resident of Beaufort County,  North
Carolina (the "Optionee").

           WHEREAS,  on January 12, 1999, the Company's Board of Directors
adopted the 1999 EMPLOYEE STOCK OPTION PLAN (the "Plan"), subject  to  the
approval  of  the Company's shareholders; and, the Company's  shareholders
approved the Plan on March 2, 1999; and,

           WHEREAS, the Plan provides that the Stock Option Committee (the
"Committee")  of  the Company's Board of Directors (the "Board"),  or  the
Board itself, from time to time may grant to officers and employees of the
Company and its subsidiaries the right or option to purchase shares of the
Company's  $.01 par value common stock ("Common Stock") on the  terms  and
conditions set forth in the Plan; and

           WHEREAS,  the Optionee currently is an employee of the  Company
and  its subsidiary, Fountain Powerboats, Inc., and the Board has selected
the  Optionee as an employee to whom it will grant an option  to  purchase
Common Stock under the Plan;

           NOW,  THEREFORE,  in  consideration of  the  premises  and  the
agreements  of the parties set forth herein, the Company and the  Optionee
hereby agree as follow:

           1.   Grant of Option.  Pursuant to and subject to the terms and
conditions  contained in the Plan and this Agreement, the  Company  hereby
grants  to  the Optionee the right and option (the "Option")  to  purchase
from  the  Company  all or any number of an aggregate of FIFTEEN  THOUSAND
(15,000)   shares  of  Common  Stock (the "Option  Stock")  which  may  be
authorized  but unissued shares or shares acquired by the Company  on  the
open  market or in private transactions.  The Option is intended to be  an
Incentive Stock Option (an "ISO") as that term is defined in the Plan.

                The  Option is granted under and pursuant to the  Plan,  a
copy of which is attached as Exhibit A hereto and the terms and conditions
of  which are incorporated herein by reference.  Capitalized terms used in
this  Agreement which are defined in the Plan shall have the same meanings
herein as are assigned to them in the Plan.  In the event any provision of
this  Agreement conflicts or is inconsistent with a term or  condition  of
the Plan, then the Plan provision shall be controlling and shall supersede
the provision of this Agreement.

          2.   Date of Grant of Option.  For purposes of the Plan and this
Agreement,  the  Date of Grant of the Option shall be  the  date  of  this
Agreement.

           3.    Exercise  Price.  The Exercise Price to be  paid  by  the
Optionee for the purchase of the Option Stock upon exercise of the  Option
shall be ONE AND 45/100s DOLLARS ($1.45) per share.

           4.    Exercise  Schedule.  Subject to any further  restrictions
contained  in  the  Plan  or  this  Agreement,  the  Option  will   become
exercisable on the following dates as to the indicated number of shares of
the Option Stock:
                                        Option Stock Available
                Date                         For Exercise
         December 19, 2001                  15,000 shares


           5.   Method of Exercise.  To exercise the Option in whole or in
part, the Optionee must deliver written notice of such exercise (a "Notice
of  Exercise") to the President or Secretary of the Company.  Such written
notice shall be substantially in the form attached hereto as Exhibit B and
shall  specify  the number of shares of Option Stock to be  purchased.   A
Notice  of Exercise shall not be effective (and the Company shall have  no
obligation  to  sell  any Option Stock to the Optionee  pursuant  to  such
Notice) unless it satisfies the terms and conditions contained in the Plan
and  this Agreement and actually is received by the Company prior  to  the
expiration or any earlier termination of the Option as specified herein.

                Notwithstanding anything contained herein to the contrary,
the Optionee may not exercise the Option to purchase less than one hundred
(100)  shares,  unless  the Committee otherwise  approves  or  unless  the
partial  exercise  is for all remaining shares of Option  Stock  available
under the Option; and, in no event may the Option be exercised at any time
as  to a fractional share.  Following receipt from the Optionee of a valid
and  effective  Notice of Exercise and full payment of the Exercise  Price
relating  to  a  number of the shares of Option Stock being  purchased,  a
stock  certificate representing that number of shares shall be issued  and
delivered by the Company to the Optionee as soon as practicable;  provided
however that, the Company shall have the right and discretion to hold  any
shares purchased upon exercise of the Option in escrow for a period ending
on  the  later of (i) two years from the Date of Grant of the  Option,  or
(ii) one year after issuance of the stock upon exercise of the Option, for
the  sole  purpose of informing the Company of a disqualifying disposition
within  the meaning of Section 422 of the Internal Revenue Code  of  1986.
During  any  such escrow period, the Optionee shall have all rights  of  a
shareholder with respect to the Option Stock purchased, including but  not
limited to the right to vote, receive dividends on and to sell such stock.

           6.    Payment.   The  Exercise  Price  of  Option  Stock  being
purchased  upon an exercise of the Option (in part or in whole)  shall  be
paid  by  the Optionee in full at the time of such exercise.  Such payment
shall be made in the manner described in the Plan and shall accompany  the
Notice  of  Exercise.   The Option shall not be considered  to  have  been
properly  exercised as to any Option Stock, and no Option Stock  shall  be
issued or delivered, until full payment of the Exercise Price therefor has
been made.

          7.   Expiration or Termination.

                (a)   Expiration Date.  Notwithstanding anything contained
herein to the contrary, to the extent the Option shall not previously have
been  exercised  in  the  manner required by, or otherwise  terminated  as
provided in, the Plan or this Agreement, it shall expire and terminate  at
5:00  P.M. on the "Expiration Date" which, for purposes of this Agreement,
shall be December 18, 2006.

                 (b)   Other  Termination.   The  Option  otherwise  shall
terminate  prior  to  the  Expiration Date in  the  events  and  upon  the
occurrences described in the Plan.

                (c)   Effect of Termination or Expiration of Option.  Upon
the  expiration  or termination of all or any portion of  the  Option,  it
shall,  without any further act by the Company or the Optionee, no  longer
be  exercisable or of any force or effect and shall no longer  confer  any
rights to any person to purchase shares of Common Stock under the Plan  or
this Agreement.

           8.    Effect  of  Agreement on Employment Status  of  Optionee.
Neither  the Plan, this Agreement nor the grant of the Option is  intended
or shall be deemed or interpreted to constitute an employment agreement or
to  confer  upon  the Optionee any right of employment with  the  Company,
Fountain  or  any  of  their  respective subsidiaries,  including  without
limitation  any  right to continue in their employ or to  interfere  with,
restrict  or  otherwise  limit  in any way their  right  to  discharge  or
terminate  the  employment of the Optionee at  any  time  for  any  reason
whatsoever, with or without Cause.

           9.    Rights  as a Shareholder.  Neither the Optionee  nor  any
other  person  shall have any rights as a stockholder of the Company  with
respect  to  any shares of Option Stock until the Option has been  validly
exercised  in  the manner described in the Plan and this  Agreement,  full
payment  of the Exercise Price has been made for such shares, and a  stock
certificate representing the Option Stock purchased upon such exercise has
been  registered  on  the  Company's stock records  in  the  name  of  and
delivered to the Optionee or other person entitled thereto.  Except to the
extent  of  adjustments made as described in the Plan,  no  adjustment  on
behalf  of  the  Optionee  shall  be  made  for  dividends  (ordinary   or
extraordinary,   whether   in  cash,  securities   or   other   property),
distributions  or other rights for which the record date  for  determining
the  shareholders entitled to receive the same is prior  to  the  date  of
registration  and  delivery of the stock certificate(s)  representing  the
Option Stock.

           10.   Listing and Registration of Option Shares.   If,  in  the
opinion  of  legal counsel for the Company, the issuance or  sale  of  any
shares of Option Stock upon the exercise of the Option would not be lawful
without registration under the Securities Act of 1933 (the "1933 Act")  or
without  some other action being taken or for any other reason,  or  would
require the Company to obtain approval from any governmental authority  or
regulatory body having jurisdiction deemed by such counsel to be necessary
to  such issuance or sale, then, notwithstanding anything contained herein
to  the contrary, the Company shall not be obligated to issue or sell  any
Option  Stock  to  the Optionee or any other authorized  person  unless  a
registration statement that complies with the provisions of the  1933  Act
in  respect of such shares is in effect at the time thereof, or all  other
required  or appropriate action has been taken under and pursuant  to  the
terms  and  provisions  of the 1933 Act or other applicable  law,  or  the
Company  receives evidence satisfactory to such counsel that the  issuance
and  sale  of  such  shares, in the absence of an  effective  registration
statement  or other action, would not constitute a violation of  the  1933
Act  or  other applicable law, or unless any such required approval  shall
have been obtained.  The Company is in no event obligated to register  any
such  shares,  to comply with any exemption from registration requirements
or  to take any other action which may be required in order to permit,  or
to remedy or remove any prohibition or limitation on, the issuance or sale
of such shares to the Optionee or other authorized person.

                THE  COMPANY HAS NOT FILED A REGISTRATION STATEMENT  UNDER
THE  1933 ACT WITH RESPECT TO THE OPTION STOCK COVERED BY THE OPTION.   IN
THE  ABSENCE  OF SUCH A REGISTRATION STATEMENT, OPTION STOCK PURCHASED  BY
OPTIONEE  UPON THE EXERCISE OF THE OPTION WILL BE "RESTRICTED  SECURITIES"
AND  MAY  NOT BE RESOLD OR TRANSFERRED BY THE OPTIONEE EXCEPT AS PERMITTED
UNDER THE 1933 ACT PURSUANT TO REGISTRATION OR AN AVAILABLE EXEMPTION FROM
REGISTRATION.   Certificates evidencing Option Stock  issued  to  Optionee
upon  the  exercise of the Option may bear a legend with  respect  to  the
restricted nature of those shares, and, as a condition of the exercise  of
the  Option, the Company may require that the Optionee execute one or more
undertakings  in such form as it shall prescribe to the effect  that  such
shares are being acquired for investment purposes only and not with a view
to the distribution or resale thereof.

           11.   Payment of Taxes.  The Optionee shall be responsible  for
all federal, state, local or other taxes of any nature as shall be imposed
pursuant to any law or governmental regulation or ruling on the Option  or
the  exercise  thereof or on any income which the Optionee  is  deemed  to
recognize  in connection with the Option.  If the Company shall  determine
to  its  reasonable satisfaction that the Company is required  to  pay  or
withhold  the  whole  or any part of any estate, inheritance,  income,  or
other tax with respect to or in connection with the Option or the exercise
thereof,  or on the Optionee's resale of any shares of Option Stock,  then
the  Company  and  Fountain shall have the full  power  and  authority  to
withhold  and  pay  such  tax  out of any shares  of  Option  Stock  being
purchased by the Optionee or from the Optionee's salary or any other funds
otherwise  payable  to the Optionee, or, prior to and as  a  condition  of
exercising such Option, the Company may require that the Optionee  pay  to
it  in  cash  the  amount of any such tax which it, in good  faith,  deems
itself required to withhold.

          12.  Limit on Grant of ISOs.  Notwithstanding anything contained
in  this  Agreement  to the contrary (including the number  of  shares  of
Option  Stock  provided  for  herein), the  aggregate  Fair  Market  Value
(determined  as of the Date of Grant) of the Option Stock  for  which  the
Option may be exercised for the first time in any calendar year (including
ISOs  granted  under  all option plans of the Company)  shall  not  exceed
$100,000; and, if this Agreement covers a number of shares of Option Stock
that  would  result  in  the Option exceeding that  limitation,  then  the
Committee  shall  have the right and discretion to reduce  the  number  of
Option Shares, and/or to modify the Exercise Schedule, provided above such
that the Option qualifies as an ISO.

           13.   Nontransferability.   The Option  is  not  assignable  or
transferable  except by will or by the laws of descent  and  distribution,
and, during the lifetime of the Optionee, the Option may be exercised only
by  him or her.  More particularly, but without limiting the generality of
the  foregoing, the Option may not be sold, assigned, transferred  (except
as  noted  herein), pledged or hypothecated in any way and  shall  not  be
subject to execution, attachment or similar process.

           14.   Notices.  Except as otherwise provided herein, any notice
which the Company or the Optionee may be required or permitted to give  to
the  other under the Plan or this Agreement shall be in writing and  shall
be  deemed duly given when delivered personally or deposited in the United
States mail, first class postage prepaid, and properly addressed.  Notice,
if  to  the Company, shall be sent to its President at the address of  the
Company's then current corporate  office.  Any notice sent by mail by  the
Company to the Optionee shall be sent to the most current address  of  the
Optionee as reflected on the records of the Company or its Subsidiaries as
of  the time said notice is required.  If the Optionee has died, any  such
notice  shall be given to the Optionee's personal representative  if  such
representative has delivered to the Company evidence satisfactory  to  the
Company  of  such  representative's status as such and  has  informed  the
Company  of the address of such representative by notice pursuant to  this
Paragraph 14.

                Notwithstanding anything contained herein to the contrary,
a  Notice of Exercise shall be effective only upon actual receipt  thereof
by the Company as provided in Paragraph 5 above.

           15.   References  to  Committee.  Optionee  acknowledges  that,
pursuant to its terms, the Plan may be administered from time to  time  by
the  Board or by the Committee and that, during such time as the  Plan  is
administered  by the Board, then all references in this Agreement  to  the
Committee shall be deemed to refer to the Board.

           16.   Severability.  Whenever possible, each provision of  this
Agreement  shall  be  interpreted in such a manner  as  to  be  valid  and
enforceable  under  applicable law, but, in the event that  any  provision
hereof  shall  be  held  to  be  invalid or unenforceable,  the  remaining
provisions  shall  continue  to  be in full  force  and  effect  and  this
Agreement  shall continue to be binding on the parties hereto as  if  such
invalid  or  unenforceable provision or part hereof had not been  included
herein.

           17.   Modification of Agreement; Waiver.  Except  as  otherwise
provided  herein, this Agreement may be modified, amended,  suspended,  or
terminated, and any terms or conditions may be waived, but only by written
instrument  signed  by each of the parties hereto.   No  waiver  hereunder
shall  constitute  a waiver with respect to any subsequent  occurrence  or
other transaction hereunder or of any other provision hereof.

           18.   Captions and Headings; Gender and Number.   Captions  and
paragraph headings used herein are for convenience only, do not modify  or
affect  the  meaning of any provision herein, are not a part  hereof,  and
shall  not serve as a basis for interpretation or in construction of  this
Agreement.   As  used  herein,  the masculine  gender  shall  include  the
feminine  and  neuter,  the singular number the plural,  and  vice  versa,
whenever such meanings are appropriate.

           19.   Governing  Law;  Venue and Jurisdiction.   The  validity,
interpretation and administration of this Agreement, and the rights of any
and  all persons having or claiming to have any interest hereunder,  shall
be  determined  exclusively in accordance with the laws of  the  State  of
Nevada.   Without  limiting the generality of the  foregoing,  the  period
within  which  any  action  in  connection with  this  Agreement  must  be
commenced  shall  be governed by the laws of the State of Nevada,  without
regard  to  the place where the act or omission complained of took  place,
the  residence of any party to such action, or the place where the  action
may  be brought or maintained.  The parties hereto agree that any suit  or
action  relating to this Agreement shall be instituted and  prosecuted  in
the  courts of Beaufort County, North Carolina, and each party hereby does
waive any right or defense relating to such jurisdiction and venue.

           20.  Binding Effect.  This Agreement shall be binding upon  and
shall inure to the benefit of the Company, its successors and assigns, and
shall be binding upon and inure to the benefit of the Optionee, his heirs,
legatees, personal representatives, executors, and administrators.

           21.  Entire Agreement.  This Agreement (which incorporates  the
terms  and  conditions of the Plan) constitutes and  embodies  the  entire
understanding  and  agreement of the parties hereto with  respect  to  the
Option.   Except  as  otherwise provided hereunder,  there  are  no  other
agreements  or  understandings, written or oral,  in  effect  between  the
parties hereto relating to the matters addressed herein.

          22.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed
an  original, but all of which taken together shall constitute one and the
same instrument.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed  in  its  corporate name by its President, or  one  of  its  Vice
Presidents,  and  attested  by  its Secretary  or  one  of  its  Assistant
Secretaries, and its corporate seal to be hereto affixed, all by authority
of  its Board of Directors first duly given, and the Optionee has hereunto
set  his  or her hand and adopted as his or her seal the typewritten  word
"SEAL"  appearing beside his or her name, all done this the day  and  year
first above written.

                         FOUNTAIN POWERBOAT INDUSTRIES, INC.

[CORPORATE SEAL]
                              By:/s/ R. M. Fountain, Jr.
                              President and Chief Executive Officer

ATTEST:

   /s/ Carol J. Price
   Secretary

                         OPTIONEE:


                            /s/  Anthony J. Romersa         (SEAL)
                                Anthony J. Romersa




98-0253(A)
NBMAIN\473473.1
                                 Exhibit B






                             NOTICE OF EXERCISE OF
                             EMPLOYEE STOCK OPTION




To:  The Board of Directors of Fountain Powerboat Industries, Inc.


      The undersigned hereby elects to purchase shares of Common Stock  of
Fountain Powerboat Industries, Inc. (the "Company") pursuant to the Option
granted  to the undersigned pursuant to the Company's 1999 Employee  Stock
Option  Plan (the "Plan") and that certain Stock Option Agreement  between
the  Company and the undersigned  dated _____________________.

     The undersigned elects to purchase ____________  whole shares of
Common Stock having an aggregate Exercise Price of $ ______________
which is tendered herewith:

          [   ]   in cash in the amount of $ _______________ ;

          [   ]   by bank check or money order in the amount of $ ________ ;

          [   ]   _______________________________________ .

             This the ____ day of ______________ , ______.






       _________________________________________ Optionee











98-0253(A)
NBMAIN\505849 v1