Exhibit 10.8

                          BODDIE-NOELL PROPERTIES, INC.

            AMENDED AND RESTATED 1994 STOCK OPTION AND INCENTIVE PLAN


SECTION 1.        GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the Boddie-Noell Properties, Inc. 1994 Stock
Option and Incentive Plan (the "Plan"). The purpose of the Plan is to encourage
and enable the officers, employees and directors of Boddie-Noell Properties,
Inc. (the "Company") and its Subsidiaries, upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its business,
to acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will assure
a closer identification of their interests with those of the Company, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights and Restricted Stock Awards.

         "Board" means the Board of Directors of the Company.

         "Cause" means and shall be limited to a vote of the Board of Directors
resolving that the participant should be dismissed as a result of (i) any
material breach by the participant of any agreement to which the participant and
the Company are parties, (ii) any act (other than retirement) or omission to act
by the participant which may have a material and adverse effect on the business
of the Company or any Subsidiary or on the participant's ability to perform
services for the Company or any Subsidiary, including, without limitation, the
commission of any crime (other than ordinary traffic violations), or (iii) any
material misconduct or neglect of duties by the participant in connection with
the business or affairs of the Company or any Subsidiary.

         "Change of control" is defined in Section 13.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Committee" means the Board or any Committee of the Board referred to 
in Section 2.

         "Disability" means disability as set forth in Section 22(e)(3) of the 
Code.

         "Disinterested Person" means an Independent Director who qualifies as
such under Rule 16b-3(c)(2)(i) promulgated under the Act, or any successor
definition under the Act.

         "Effective Date" means the date on which the Plan is approved by
shareholders as set forth in Section 15.


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         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the related rules, regulations and interpretations.

         "Fair Market Value" on any given date means the last reported sale
price at which the Shares are traded on such date or, if no Shares are traded on
such date, the most recent date on which the Shares were traded, as reflected on
the New York Stock Exchange or, if applicable, any other national stock exchange
on which the Shares are traded.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Independent Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

         "Non-Qualified Stock Option" means any Stock Option that is not an 
Incentive Stock Option.

         "Option" or "Stock Option" means any option to purchase Shares granted
pursuant to Section 5.

         "Phantom Stock" means Awards granted pursuant to Section 8.

         "Restricted Stock Award" means Awards granted pursuant to Section 7.

         "Restricted Shares" means Shares subject to restrictions as provided in
Section 7 and subject of a Restricted Stock Award.

         "Share" means one or more, respectively, of the Company's shares of
common stock, par value $.01 per share, subject to adjustments pursuant to
Section 3.

         "Stock Appreciation Rights" ("SARs") means Awards granted pursuant to
Section 6.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company, if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

SECTION 2.        ADMINISTRATION OF PLAN: COMMITTEE AUTHORITY TO SELECT 
PARTICIPANTS AND DETERMINE AWARDS

          (a) Committee. The Plan shall be administered by all of the
Independent Director members of the Compensation Committee of the Board, or any
other committee of not less than two Independent Directors performing similar
functions, as appointed by the Board from time to time. Each member of the
Committee shall be a Disinterested Person.

         (b) Powers of Committee. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:


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                  (i) to select the officers and other employees of the Company
         and its Subsidiaries to whom Awards may be granted from time to time;

                  (ii) to determine the time or times of grant and the extent,
         if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
         Appreciation Rights, Phantom Stock, and Restricted Stock Awards, or any
         combination of the foregoing, granted to any one or more participants;

                  (iii) to determine the number of Shares to be covered by any
         Award;

                  (iv) to determine and modify the terms and conditions,
         including restrictions, not inconsistent with the terms of the Plan, of
         any Award, which terms and conditions may differ among individual
         Awards and participants, and to approve the form of written instruments
         evidencing the Awards;

                  (v) to accelerate the exercisability or vesting of all or any
         portion of any Award;

                  (vi) subject to the provisions of Section 5(a)(iv), to extend
         the period in which Stock Options may be exercised;

                  (vii) to determine whether, to what extent and under what
         circumstances Shares and other amounts payable with respect to an Award
         shall be deferred either automatically or at the election of the
         participant and whether and to what extent the Company shall pay or
         credit amounts constituting interest (at rates determined by the
         Committee) or dividends or deemed dividends on such deferrals; and

                  (viii) to adopt, alter and repeal such rules, guidelines and
         practices for administration of the Plan and for its own acts and
         proceedings as it shall deem advisable; to interpret the terms and
         provisions of the Plan and any Awards (including related written
         instruments); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

SECTION 3.        SHARES AVAILABLE UNDER THE PLAN; MERGERS; SUBSTITUTIONS

          (a) Shares Issuable. The maximum number of Shares reserved and
available for issuance under the Plan shall be 570,000 Shares of which not more
than 152,000 Shares may be Restricted Stock granted as provided in Section 7
hereof. For purposes of this limitation, the Shares underlying any Awards which
are forfeited, cancelled, reacquired by the Company, satisfied without the
issuance of Shares or otherwise terminated (other than by exercise) shall be
added back to the Shares available for issuance under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying Shares to which the Award related.
Subject to such overall limitation, Shares may be issued up to such maximum
number pursuant to any type or types of Award, including Incentive Stock
Options. Shares issued under the Plan may be authorized but unissued Shares or
Shares reacquired by the Company.


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         (b) Stock Dividends, Mergers, etc. In the event of a stock dividend,
stock split or similar change in capitalization affecting the Shares, the
Committee shall make appropriate adjustments in (i) the number and kind of stock
or securities on which Awards may thereafter be granted, (ii) the number and
kind of stock or securities remaining subject to outstanding Awards, and (iii)
the option or purchase price in respect of such stock or securities. In the
event of any merger, consolidation, dissolution or liquidation of the Company,
the Committee, in its sole discretion, may, as to any outstanding Awards, make
such substitution or adjustment in the aggregate number of Shares reserved for
issuance under the Plan and the number and purchase price (if any) of Shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration that
the Committee deems equitable in the circumstances).

         (c) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

SECTION 4.        ELIGIBILITY

         Participants in the Plan will be such full or part-time officers and
other employees of the Company and its Subsidiaries who are responsible for or
contribute to the management, growth, or profitability of the Company and its
Subsidiaries and who are selected from time to time by the Committee, in its
sole discretion.

SECTION 5.        STOCK OPTIONS

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. To the extent that any Option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

         No Incentive Stock Option shall be granted under the Plan after June
16, 2004.

         (a) Stock Options Granted to Employees. The Committee, in its
discretion, may grant Stock Options to employees of the Company or any
Subsidiary. Stock Options granted to employees pursuant to this Section 5(a)
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable:

                  (i) Exercise Price. The exercise price per share for the
         Shares covered by a Stock Option granted pursuant to this Section 5(a)
         shall be determined by the Committee at the time of grant but shall not
         be less than 100% of Fair Market Value on the date of grant.
         Notwithstanding the foregoing, with respect to Non-Qualified Stock
         Options that are granted in lieu of cash bonus, the exercise price per
         share shall not be less than 50% of the Fair Market Value on the date
         of grant. If an employee owns or is deemed to own 

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         (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 Subsidiary or parent corporation and an
         Incentive Stock Option is granted to such employee, the option price of
         such Incentive Stock Option shall not be less than 110% of Fair Market
         Value on the grant date.

                  (ii) Option Term. The term of each Stock Option shall be fixed
         by the Committee, but no Incentive Stock Option shall be exercisable
         more than ten years after the date the Option is granted. If an
         employee owns or is deemed to own (by reason of the attribution rules
         of Section 424(d) of the Code) more than 10% of the combined voting
         power of all classes of stock of the Company or any Subsidiary or
         parent corporation and an Incentive Stock Option is granted to such
         employee, the term of such option shall be no more than five years from
         the date of grant.

                  (iii) Exercisability; Rights of a Shareholder. Stock Options
         shall become vested and exercisable at such time or times, whether or
         not in installments, as shall be determined by the Committee at or
         after the grant date. The Committee may at any time accelerate the
         exercisability of all or any portion of any Stock Option. An optionee
         shall have the rights of a shareholder only as to Shares acquired upon
         the exercise of a Stock Option and not as to unexercised Stock Options.

                  (iv) Method of Exercise. Stock Options may be exercised, in
         whole or in part, by giving written notice of exercise to the Company
         specifying the number of Shares to be purchased. Payment of the
         purchase price may be made by one or more of the following methods or
         by such other method as the Compensation Committee may allow:

                           (A) In cash, by certified or bank check or other
                  instrument acceptable to the Committee;

                           (B) In the form of Shares that are not then subject
                  to restrictions under any Company plan and that have been held
                  by the optionee for at least six months, if permitted by the
                  Committee in its discretion. Such surrendered Shares shall be
                  valued at Fair Market Value on the exercise date; or

                           (C) By the optionee delivering to the Company a
                  properly executed exercise notice together with irrevocable
                  instructions to a broker to promptly deliver to the Company
                  cash or a check payable and acceptable to the Company to pay
                  the purchase price; provided that in the event the optionee
                  chooses to pay the purchase price as so provided, the optionee
                  and the broker shall comply with such procedures and enter
                  into such agreements of indemnity and other agreements as the
                  Committee shall prescribe as a condition of such payment
                  procedure. Payment instruments will be received subject to
                  collection.

The delivery of certificates representing the Shares to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the optionee
(or a purchaser acting in his stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such Shares and the
fulfillment of any other requirements of the Stock Option or applicable
provisions or laws.

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                  (v) Non-transferability of Options. No Stock Option shall be
         transferable by the optionee otherwise than by will or by the laws of
         descent and distribution and all Stock Options shall be exercisable,
         during the optionee's lifetime, only by the optionee.

                  (vi) Termination by Reason of Death. If any optionee's
         employment by the Company and its Subsidiaries terminates by reason of
         death, the Stock Option may thereafter be exercised, to the extent
         exercisable at the date of death, by the legal representative or
         legatee of the optionee, for a period of six months (or such longer
         periods as the Committee shall specify at any time) from the date of
         death or until the expiration of the stated term of the Option, if
         earlier.

                  (vii) Termination by Reason of Disability.

                           (A) Any Stock Option held by an optionee whose
                  employment by the Company and its Subsidiaries has terminated
                  by reason of Disability may thereafter be exercised, to the
                  extent it was exercisable at the time of such termination, for
                  a period of six months (or such longer period as the Committee
                  shall specify at any time) from the date of such termination
                  of employment or until the expiration of the stated term of
                  the Option, if earlier.

                           (B) The Committee shall have sole authority and
                  discretion to determine whether a participant's employment has
                  been terminated by reason of Disability.

                            (C) Except as otherwise provided by the Committee at
                  the time of grant, the death of an optionee during a period
                  provided in this Section 5(a)(vii) for the exercise of a
                  Non-Qualified Stock Option shall extend such period of six
                  months from the date of death, subject to termination on the
                  expiration of the stated term of the Option, if earlier.

                  (viii) Termination for Cause. If any optionee's employment by
         the Company and its Subsidiaries has been terminated for Cause, any
         Stock Option held by such optionee shall immediately terminate and be
         of no further force and effect; provided, however, that the Committee
         may, in its sole discretion, provide that such Stock Option can be
         exercised for a period of up to 30 days from the date of termination of
         employment or until the expiration of the stated term of the Option, if
         earlier.

                  (ix) Other Termination. Unless otherwise determined by the
         Committee, if an optionee's employment by the Company and its
         Subsidiaries terminates for any reason other than death, Disability, or
         for Cause, any Stock Option held by such optionee may thereafter be
         exercised, to the extent it was exercisable on the date of termination
         of employment, for three months (or such longer period as the Committee
         shall specify at any time) from the date of termination of employment
         or until the expiration of the stated term of the Option, if earlier.

                  (x) Annual Limit on Incentive Stock Options. To the extent
         required for "incentive stock option" treatment under Section 422 of
         the Code, the aggregate Fair Market Value (determined as of the time of
         grant) of the Shares with respect to which Incentive Stock Options
         granted under this Plan and any other plan of the Company or its
         Subsidiaries become exercisable for the first time by an optionee
         during any calendar year shall not exceed $100,000.



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                  (xi) Form of Settlement. Shares issued upon exercise of a
         Stock Option shall be free of all restrictions under the Plan, except
         as otherwise provided in this Plan.

         (b) Reload Options. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of Shares in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted
additional Options (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with the same expiration
date as the original Option being exercised, and with such other terms as the
Committee may provide) to purchase that number of Shares equal to the number
delivered to exercise the original Option.

SECTION 6.        STOCK APPRECIATION RIGHTS.

         The Committee may from time to time grant SARs unrelated to Options or
related to Options or portions of Options granted to participants under the
Plan. Each SAR shall be evidenced by a written instrument and shall be subject
to such terms and conditions as the Committee may determine. Subject to such
terms and conditions established by the Committee the participant may exercise
an SAR, or portion thereof, and thereupon shall be entitled to receive payment
of an amount equal to the aggregate appreciation in value of the Shares with
respect to which the SAR is awarded, as measured by the difference between the
purchase price of such Shares and their Fair Market Value at the date of
exercise. Such payments may be made in cash, in Shares valued at Fair Market
Value as of the date of exercise, or in any combination thereof as the Committee
in its discretion shall determine.

SECTION 7.        RESTRICTED STOCK AWARDS

         (a) Nature of Restricted Stock Award. The Committee may grant
Restricted Stock Awards to any employee of the Company or any Subsidiary. A
Restricted Stock Award is an Award entitling the recipient to acquire, at no
cost or for a purchase price determined by the Committee, Shares subject to such
restrictions and conditions as the Committee may determine at the time of grant.
Conditions may be based on continued employment and/or achievement of
pre-established performance goals and objectives.

         (b) Acceptance of Award. A participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within 60 days (or such shorter date
as the Committee may specify) following the award date by making payment to the
Company, if required, by certified or bank check, or other instrument or form of
payment acceptable to the Committee, in an amount equal to the specified
purchase price, if any, of the Shares covered by the Award and by executing and
delivering to the Company a written instrument that sets forth the terms and
conditions of the Restricted Shares in such form as the Committee shall
determine.

         (c) Rights as a Shareholder. Upon complying with Section 7(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Shares, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 7 and subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the Committee
shall otherwise determine, certificates evidencing the Restricted Shares shall
remain in the possession of the Company until such Shares are vested as provided
in Section 7(e) below.



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         (d) Restrictions. Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, retirement,
Disability or for Cause), the Company shall have the right, at the discretion of
the Committee, to repurchase at their original purchase price as established in
Section 7(a) above Restricted Shares with respect to which conditions have not
lapsed, or to require forfeiture of such Shares to the Company if acquired at no
cost, from the participant or the participant's legal representative. The
Company must exercise such right of repurchase or forfeiture not later than the
90th day following such termination of employment (unless otherwise specified in
the written instrument evidencing the Restricted Stock Award).

          (e) Vesting of Restricted Shares. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Shares and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the Shares on which all restrictions have lapsed shall no longer be
Restricted Shares and shall be deemed "vested."

         (f) Waiver, Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Shares.

SECTION 8.        PHANTOM STOCK

         The Committee may from time to time grant Phantom Stock Awards under
the Plan. Each Phantom Stock Award shall be evidenced by a written instrument
and shall be subject to such terms and conditions as the Committee may
determine. Subject to such terms and conditions as may be established by the
Committee, the participant may exercise a Phantom Stock Award, or portion
thereof, and thereupon shall be entitled to receive payment of an amount equal
to the Fair Market Value at the date of exercise of the Shares with respect to
which the Phantom Stock is awarded. Such payments may be made in cash, in Shares
valued at Fair Market Value as of the date of exercise, or in any combination
thereof, as the Committee in its discretion shall determine.

SECTION 9.        TAX WITHHOLDING

         (a) Payment by Participant. Each participant shall, no later than the
date as of which the value of an Award of any Shares or other amounts received
thereunder first becomes includable in the gross income of the participant for
federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

         (b) Payment in Shares. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from the Shares to be issued pursuant to any Award a number
of Shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring to
the Company Shares owned by the participant with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the withholding


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amount due. With respect to any participant who is subject to Section 17 of the
Act, the following additional restrictions shall apply:

                  (A) the election to satisfy tax withholding obligations
         relating to an Award in the manner permitted by this Section 9(b) shall
         be made either (1) during the period beginning on the third business
         day following the date of release of quarterly or annual summary
         statements of revenues of the Company and ending on the twelfth
         business day following such date, or (2) at least six months prior to
         the date as of which the receipt of such Award first becomes a taxable
         event for federal income tax purposes;

                  (B) such election shall be irrevocable;

                  (C) such election shall be subject to the consent or
         disapproval of the Committee, and

                  (D) the Shares withheld to satisfy tax withholding must
         pertain to an Award which has been outstanding for at least six months.

SECTION 10.       TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b) an approved leave of absence for military service or sickness, or
for any other purposes approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

SECTION 11.       AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue the Plan and the
Committee may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award as if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any outstanding Award without the holder's consent. To the extent
required by the Code to ensure that Options granted hereunder qualify as
Incentive Stock Options and to the extent required by the Act to ensure that
Awards and Options granted under the Plan are exempt under Rule 16B-3
promulgated under the Act, Plan amendments shall be subject to approval by the
Company's shareholders.

SECTION 12.       STATUS OF PLAN

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Shares or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's


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obligations to deliver Shares or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provisions of the foregoing sentence.

SECTION 13.       CHANGE OF CONTROL PROVISIONS

         Upon the occurrence of a Change of Control as defined in this Section
13:

         (a) Each outstanding Stock Option shall automatically become fully
exercisable notwithstanding any provision to the contrary herein.

         (b) Restrictions and conditions on Restricted Stock Awards shall
automatically be deemed waived, and the recipients of such Awards shall become
entitled to receipt of the Shares subject to such Awards unless the Committee
shall otherwise expressly provide at the time of grant.

         (c) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) any "person," as such term is used in Section 13(d) and
         14(d) of the Act (other than the Company, any of its Subsidiaries, any
         trustee, fiduciary or other person or entity holding securities under
         any employee benefit plan of the Company or any of its Subsidiaries),
         together with all "affiliates" and "associates" (as such terms are
         defined in Rule 12b-2 under the Act) of such person, shall become the
         "beneficial owner" (as such term is defined in Rule 13d-3 under the
         Act), directly or indirectly, of securities of the Company representing
         40% or more of either (a) the combined voting power of the Company's
         then outstanding securities having the right to vote in an election of
         the Company's Board of Directors ("Voting Securities") or (B) the then
         outstanding Shares of the Company (in either such case other than as a
         result of acquisition of securities directly from the Company); or

                  (ii) persons who, as of May 1, 1994, constitute the Company's
         Board of Directors (the "Incumbent Directors") cease for any reason,
         including, without limitation, as a result of a tender offer, proxy
         contest, merger or similar transaction, to constitute at least a
         majority of the Board, provided that any person becoming a director of
         the Company subsequent to May 1, 1994 whose election or nomination for
         election was approved by a vote of at least a majority of the Incumbent
         Directors shall, for purposes of this Plan, be considered an Incumbent
         Director; or

                  (iii) the shareholders of the Company shall approve (A) any
         consolidation or merger of the Company or any Subsidiary where the
         shareholders of the Company, immediately prior to the consolidation or
         merger, would not, immediately after the consolidation or merger,
         beneficially own (as such term is defined in Rule 13D-3 under the Act),
         directly or indirectly, shares representing in the aggregate 50% of the
         voting shares of the corporation issuing cash securities in the
         consolidation or merger (or of its ultimate parent corporation, if
         any), (B) any sale, lease, exchange or other transfer (in one
         transaction or a series of transactions contemplated or arranged by an
         party as a single plan) of all or substantially all of the assets of
         the Company or (C) any plan or proposal for the liquidation or
         dissolution of the Company.



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         Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of Shares or other Voting Securities outstanding, increases (x) the
proportionate number of Shares beneficially owned by any person to 40% or more
of the Shares then outstanding or (y) the proportionate voting power represented
by the Voting Securities beneficially owned by any person to 40% or more of the
combined voting power of all then outstanding Voting Securities; provided,
however, that if any person referred to in clause (x) or (y) of this sentence
shall thereafter become the beneficial owner of any additional Shares or other
Voting Securities (other than pursuant to a stock split, stock dividend, or
similar transaction), then a "Change of Control" shall be deemed to have
occurred for purposes of the foregoing clause (i).

SECTION 14.       GENERAL PROVISIONS

         (a) No Distribution: Compliance with Legal Requirements. The Committee
may require each person acquiring Shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the Shares
without a view to distribution thereof.

         No Shares shall be issued pursuant to an Award until all applicable
securities laws and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Shares and Awards as it deems
appropriate.

         (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) Other Compensation Arrangements: No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to shareholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan and
the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 15.       EFFECTIVE DATE OF PLAN

         The Plan shall become effective upon approval by the holders of a
majority of the Shares of the Company present or represented and entitled to
vote at a meeting of shareholders. Subject to such approval by the shareholders,
and to the requirement that no Shares may be issued hereunder prior to such
approval, Stock Options and other Awards may be granted hereunder on and after
adoption of the Plan by the Board.

SECTION 16.       GOVERNING LAW

         This Plan shall be governed by North Carolina law except to the extent
such law is preempted by federal law.

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