STATE OF NORTH CAROLINA
COUNTY OF BEAUFORT


                                                    STOCK OPTION AGREEMENT

          THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of this
_____ day of February, 2001 (the "Date of Grant"), by and between FOUNTAIN
POWERBOAT  INDUSTRIES,  INC., a Nevada corporation  (the  "Company"),  and
DAVID L. WOODS, a resident of Counce, Tennessee  (the "Optionee").

          WHEREAS, the Company's Board of Directors has approved the grant
to  the  Optionee of an option to purchase shares of the Company's  common
stock  ("Common  Stock")  and  desires to enter  into  this  Stock  Option
Agreement to set forth the terms and conditions of that option.

           NOW,  THEREFORE,  in  consideration of  the  premises  and  the
agreements   of   the  parties  set  forth  herein,   and   for   valuable
consideration, the receipt of which hereby is acknowledged by the Company,
the Company and the Optionee hereby agree as follow:

      1.    Grant  of  Option.  Pursuant to and subject to the  terms  and
conditions contained in 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 TWENTY-FIVE THOUSAND (25,000) 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.

      2.    Date of Grant of Option.  For purposes of this Agreement,  the
Option is granted effective as of the date of this Agreement (the "Date of
Grant").

      3.    Exercise Price.  The price to be paid by the Optionee for  the
purchase of the Option Stock upon exercise of the Option shall be ONE  AND
344/1000s DOLLARS ($1.344) per share (the "Exercise Price").

       4.    Exercise  Schedule.   Subject  to  any  further  restrictions
contained  in  this Agreement, the Option will become exercisable  on  the
following dates as to the indicated number of shares of the Option Stock:


     Date                           Stock Option
                               Available For Exercise
________________                _____________________
December 31, 2001                   12,500 shares
December 31, 2002                   12,500 shares


     Notwithstanding anything contained herein to the contrary, the Option
may not be exercised at any time as to a fractional share.

     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 A 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  this
Agreement  and actually is received by the Company prior to its expiration
or earlier termination 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 Company's Board of Directors otherwise  approves
or unless the partial exercise is for all remaining shares of Option Stock
available under the Option.  As soon as practicable 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;  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  date one year following the date of  issuance of the  stock  upon
exercise of the Option.  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 and to  receive
dividends on 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 form of cash, or in such other manner as shall be acceptable to the
Company, 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 of Option.  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
this Agreement, it shall expire and terminate at 5:00 P.M. on December 12,
2007  (the "Expiration Date").  Upon the expiration 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 this Agreement.

      8.    Effect  of Agreement on Service as a Director.   Neither  this
Agreement  nor the grant of the Option is intended or shall be  deemed  or
interpreted  to confer upon the Optionee any right to  be renominated  for
election  as  a  director  of the Company or to continue  to  serve  as  a
director.

      9.    Rights as a Shareholder.  Neither the Optionee nor  any  other
person  shall have any rights as a stockholder with respect to any  shares
of  Option Stock until the Option has been validly exercised in the manner
described in 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  this Agreement, 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.  Adjustment of Options.

           (a)  Changes in Capitalization; Stock Splits and Dividends.  In
the  event of (i) any dividend payable by the Company in shares of  Common
Stock,   or   (ii)   any  recapitalization,  reclassification,   split-up,
consolidation or combination of, or other change in or offering of  rights
to  the  holders of, Common Stock, or (iii) an exchange of the outstanding
shares of Common Stock for a different number or class of shares of  stock
or   other  securities  of  the  Company  in  connection  with  a  merger,
consolidation  or  other  reorganization  of  or  involving  the   Company
(provided  the Company shall be the surviving or resulting corporation  in
any  such  merger or consolidation), then, to the extent that it,  in  its
discretion,  shall determine an adjustment to be appropriate in  order  to
reflect  such  event  or  transaction, and in  such  manner  as  it  shall
determine  to  be  appropriate, the Board of Directors  shall  adjust  the
number  and  class  or  kind  of shares which may  be  issued  under  this
Agreement  and  of  the securities which shall be subject  to  the  Option
and/or  the  Exercise Price applicable to the Option, all  computed  on  a
basis prior to such event.  However, in no event shall any such adjustment
change the aggregate Exercise Price for Option Stock to be purchased  upon
the exercise of the Option.

           Any  such adjustments made shall be consistent with changes  in
the  Company's  outstanding Common Stock resulting from the  above  events
and,  when  made, shall be final, conclusive and binding on  all  persons,
including,  without  limitation, the Company,  its  shareholders  and  the
Optionee  or  other person having any interest in the Option so  adjusted.
Any  fractional  shares  resulting  from  any  such  adjustment  shall  be
eliminated.

           (b)  Dissolution; Merger or Consolidation; Sale of Assets.   In
the  event  of a dissolution or liquidation of the Company,  the  sale  of
substantially all the Company's assets, a merger or consolidation  of  the
Company with or into any other corporation or entity, or a statutory share
exchange  in  which the Company's outstanding shares are acquired  by  any
other  corporation  in  exchange  for  its  shares  (or  any  other   such
reorganization  or similar transaction) in which the Company  is  not  the
surviving or resulting corporation, and if a provision is not made in such
transaction for the continuance of this Agreement or the assumption of the
Option  by  any successor to the Company or for the substitution  for  the
Option of a new option covering shares of any successor corporation  or  a
parent  or subsidiary thereof, then, in such event, and to the extent  the
Option  has  not  previously been exercised, all rights  of  the  Optionee
pursuant  to  this Agreement shall terminate and be of no  further  effect
immediately  prior to the effective time of such dissolution, liquidation,
sale, merger, consolidation, share exchange or other reorganization (or at
such other time and pursuant to such rules and regulations as the Board of
Directors  shall determine and promulgate to the Optionee).   However,  to
the  extent  the  Option  shall not previously have  been  exercised,  and
notwithstanding  any  provisions of this Agreement to  the  contrary,  the
Option shall become exercisable, and may be exercised, in full immediately
prior  to  the  effective time of any such event.  The Board of  Directors
shall give the Optionee at least thirty (30) days prior written notice  of
the  effective time of an event which gives rise to an immediate  purchase
right under this Paragraph 10.

          (c)  Miscellaneous.  The grant of the Option shall not affect in
any  way the right or power of the Company to (i) enter into or effect any
adjustment,  recapitalization,  reclassification,  reorganization  or  any
other  change  in  the  Company's capital or  business  structure  or  its
business, (ii) to merge or consolidate, or to dissolve, liquidate, sell or
transfer  all  or any part of its business or assets, or  (iii)  to  issue
bonds,  debentures,  preferred  or other  preference  stock  ahead  of  or
affecting Common Stock or the rights thereof.

      11.  Legal Restrictions on Exercise and Resale of Option Stock.  The
Optionee,  by  his  acceptance of the Option,  represents,  covenants  and
agrees  that: (i) the Option, and the Option Stock issuable upon  exercise
of  the  Option, are being acquired for investment purposes only  and  not
with  a view to the sale or distribution hereof;  (ii) he is knowledgeable
about the business and affairs of the Company and has been given, or given
access  to,  such  information  regarding  the  Company  as  he  considers
necessary  in order to make an informed decision regarding a  purchase  of
the  Option Stock upon exercise of the Option; (iii) that the Option Stock
has  not been registered under the Securities Act of 1933 (the "Act")  and
that,  absent  an effective registration statement under the Act  covering
the  Option  Stock  issued upon exercise of the Option,  or  an  available
exemption  from registration, that stock will be "restricted stock"  under
the  Act  and  may  not  be sold, transferred, assigned,  hypothecated  or
otherwise disposed of by the Optionee.

           At  the  Company's  discretion, 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 in  the  following
form or in such other form as the Company may specify:

     THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
     SECURITIES  AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
     OF  ANY  STATE  BECAUSE  THEY ARE BELIEVED  TO  BE  EXEMPT  FROM
     REGISTRATION UNDER SECTION 4(2) OF THE ACT.  THE SECURITIES  ARE
     "RESTRICTED"  AND  MAY  NOT BE RESOLD OR TRANSFERRED  EXCEPT  AS
     PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR AN AVAILABLE
     EXEMPTION FROM REGISTRATION.

           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  and  that the Optionee understands the restricted nature  of  the
shares  and will comply with the transfer restrictions applicable  to  the
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 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 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  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 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  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.

      12.   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 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  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.

      13.   Nontransferability.  The Option shall  not  be  assignable  or
transferable  except by will or by the laws of descent  and  distribution,
and, during the lifetime of the Optionee, 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  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.   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.

     16.  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.

      17.   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.

       18.    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.

      19.  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.

      20.  Entire Agreement.  This Agreement 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.

      21.  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/ David L. Woods         (SEAL)
                               David L. Woods
NBMAIN\452391.1




                                 EXHIBIT A





                           NOTICE OF EXERCISE OF
                               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 and that certain Stock Option Agreement between
the Company and the undersigned dated ________________, 2001.

     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













NBMAIN\505851 v1