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                             NATIONS EXPRESS, INC.
                             ---------------------
                      1998 INCENTIVE STOCK OPTION ("ISO")
                      -----------------------------------

1.   Purpose
     -------

     The purpose of the Nations Express, Inc. Incentive Stock Option and
     Nonqualified Stock Option Plan (the "Plan") is to promote the growth and
     general prosperity of Nations Express, Inc., a North Carolina corporation
     (the "Company") by permitting the Company to grant options to purchase
     shares of its common stock (the "Common Stock") to key employees and
     directors. The Plan is designed to help attract and retain superior
     personnel for positions of substantial responsibility with the Company and
     to provide key employees with an additional incentive to contribute to the
     success of the Company. The Company intends that options granted pursuant
     to the provisions of the Plan as Incentive Stock Options ("ISO") will
     qualify as "incentive stock options" within the meaning of Section 421
     through 424 of the Internal Revenue code of 1986, as amended (the "Code").

2.   Administration
     --------------

     2.1  Plan Administrators.  The Company's Board of Directors shall
          -------------------
          administer this Plan. The Board of Directors is hereafter referred to
          as the ''Plan Administrators." The Board may designate a committee to
          act as the Plan Administrators. Actions of the Plan Administrators
          shall be taken by majority vote or by unanimous written consent.

     2.2  Authority of Plan Administrators.  Subject to the provisions of the
          --------------------------------
          Plan, and with a view to effecting its purpose, the Plan
          Administrators shall have sole authority, in their absolute
          discretion:

          2.2.1  to construe and interpret the Plan,

          2.2.2  to define the terms used herein,

          2.2.3  to prescribe, amend and rescind rules and regulations relating
                 to the plan,

          2.2.4  to determine the individuals to whom options to purchase shares
                 of Common Stock shall be granted under the Plan,

          2.2.5  to determine the time or times at which options shall be
                 granted under the Plan,

          2.2.6  to determine the number of shares of Common Stock subject to
                 each option, the option price, and the duration of each option
                 granted under the Plan,

          2.2.7  to determine all of the other terms and conditions of options
                 granted under the Plan, and
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          2.2.8  to make all other determinations necessary or advisable for the
                 administration of the Plan and do everything necessary or
                 appropriate to administer the Plan,

     All decision, determinations and interpretations made by the Plan
Administrators shall be final and conclusive on all participants in the Plan and
on their legal representatives, heirs and beneficiaries. The Plan Administrators
shall endeavor to ensure that ISO option agreements entered into pursuant to the
Plan meet all the requirements for incentive stock options described in the
Code.

     2.3  Indemnification at Plan Administrators.  In addition to such other
          --------------------------------------
          rights of indemnification as they may have as directors or as officers
          of the Company, the Plan Administrators shall be indemnified by the
          Company against all reasonable expenses, including attorneys' fees
          actually and necessarily incurred in connection with the defense of
          any action, suit or proceeding, or in connection with any appeal
          therein, to which they or any of them may be a party by reason of any
          action taken or failure to act under or in connection with the Plan or
          any option thereunder, and again all amounts paid by them in
          settlement thereof (provided such settlement is approved by
          independent legal counsel selected by the Company) or paid by them in
          satisfaction of a judgment in any such action, suit or proceeding,
          except in relation to matters as to which it shall be adjudged in such
          action, suit or proceeding that such Plan Administrator is liable for
          negligence or misconduct in the performance of his duties; provided
          that within sixty (60) days after institution of any such action, suit
          or proceeding a Plan Administrator shall in writing offer the Company
          the opportunity, at its own expense, to handle and defend the same.

     2.4  Terms, Conditions and Method of Grant.  The terms and conditions of
          -------------------------------------
          options granted under the Plan may differ from one another as the Plan
          Administrators, in their absolute discretion, shall determine as long
          as all options granted under the Plan satisfy the requirements of the
          Plan.  No employee who receives an option (the "optionee") shall have
          any rights with respect to an option granted under the Plan unless the
          optionee shall have executed and delivered to the Plan Administrators
          an option agreement.  The option agreement shall be in the form and
          shall contain such provisions consistent with the Plan, as the Plan
          Administrators, acting with the benefit of legal counsel, shall deem
          advisable.  The date of the option agreement shall be the date of
          granting the option to the optionee for all purposes of the Plan.  No
          option under the Plan shall be granted the exercise of which shall be
          conditioned upon the exercise of any other option under the Plan or
          any other plan.

3.   Number of Shares Subject to Plan
     --------------------------------

     Subject to the provisions of Section 13, the maximum aggregate number of
     shares that may be optioned and sold under the Plan is 750,000 shares of
     authorized and unissued

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     Common Stock. If any of the options granted under the Plan expire or
     terminate for any reason before they have been exercised in full, the un-
     purchased stock subject to those expired or terminated options shall again
     be available for the purposes of the Plan. The Plan Administrators may
     designate any option granted under the Plan is ISO or NSO.

4.   Eligibility and Participation
     -----------------------------

     Only key management, full-time employees or directors of the Company or its
     subsidiaries shall be eligible for selection by the Plan Administrators to
     participate in the Plan.  As used herein, the term "full-time employee"
     shall mean any person employed by the Company or its subsidiaries, in
     return for salary, wages or other compensation, whose employment shall be
     regular as opposed to a part time or job basis.

5.  Plan Details
    ------------

     5.1  Effective Date.  The Plan shall become effective upon its adoption by
          --------------
          the Board of Directors of the Company, subject to approval of the Plan
          by the shareholders of the Company, as provided in Section 15.  The
          Plan shall continue in effect for a term often (10) years unless
          sooner terminated under Section 14.

     5.2  Duration of Options.  Each option and all rights thereunder granted
          -------------------
          pursuant to the terms of the Plan shall expire on the date determined
          by the Plan Administrators, but in no event shall any option granted
          under the Plan expire later than ten (10) years from the date on which
          the option is granted.  In addition, each option shall be subject to
          early termination as provided in the Plan.

     5.3  Exercise Price.  The purchase price for shares of Common Stock
          --------------
          acquired pursuant to the exercise (in whole or in part) of any option
          shall be not less than the fair market value of the stock at the time
          of the grant of the option.  Fair market value shall be determined by
          the Plan Administrators on the basis of those factors they deem
          appropriate; provided that the Plan Administrators shall make a good
          faith effort to determine such fair market value in selecting such
          factors.

6.   Exercise
     --------

     6.1  Exercise of Options.  Each option shall be exercisable in one or more
          -------------------
          installments during its term, and the right to exercise may be
          cumulative as determined by the Plan Administrators.  No option may be
          exercised for a fraction of a share of Common Stock or other than on a
          business day of the Company.  The full purchase price of any shares
          purchased shall be paid at the time of exercise of the option by a
          combination of cash, certified or cashier's check payable to the order
          of the Company, or shares of Common Stock.  If any portion of the
          purchase price is paid in shares of Common Stock, those shares shall
          be tendered at their then fair market value, as determined by the Plan
          Administrators in accordance with Section 5.3 of the Plan.  No option
          may be exercised on a date later than ten (10) years from the date it
          is granted.  For persons who own ten (10) percent of the

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          voting power or value of all classes of the Company, the maximum
          exercised period is five (5) years for ISO options.

     6.2  Written Notice Required.  Any option granted pursuant to the terms of
          -----------------------
          the Plan shall be considered exercised when written notice of that
          exercise, together with the investment representations described in
          Section 7, if any, have been given to the Company at its principal
          office by the person entitled to exercise the option and full payment
          for the shares with respect to which the option is exercised has been
          received by the Company. Upon receipt thereof, and in connection with
          the transfer of Common Stock, the Company shall provide optionee with
          a written statement containing the information required by Section
          6039(a) of the Code.

7.   Compliance with State and Federal Laws
     --------------------------------------

     Shares of Common Stock shall not be issued with respect to any option
     granted under the Plan unless the exercise of that option and the issuance
     and delivery of the Common Stock pursuant to that exercise shall comply
     with all relevant provisions of State and Federal laws, rules and
     regulations, and the requirements of any stock exchange upon which the
     Common Stock may then be listed, and shall be further subject to the
     approval of counsel for the Company with respect to that compliance.  If
     any law or any regulation of the Federal Home Loan Bank Board, the
     Securities Exchange Commission, or of any other Federal or State body
     having jurisdiction shall require the Company or the optionee to take any
     action in connection with the shares specified in the optionee's notice,
     then the date for the delivery of the shares shall be adjourned until the
     completion of the necessary action.  The Plan Administrators shall also
     require (to the extent required by applicable laws, rules and regulations)
     an optionee to furnish evidence satisfactory to the Company (including a
     written and signed representation letter and a consent to be bound by any
     transfer restrictions imposed by law, legend condition, or otherwise) that
     the Common Stock is being purchased only for investment and without any
     present intention to sell or distribute the Common Stock in violation of
     any law, rule or regulation.  Further, each optionee shall consent to the
     imposition of a legend on the shares of Common Stock subject to this option
     restricting their transferability as may be required by applicable laws,
     rules and regulations.

8.   Employment of Optionee
     ----------------------

     Each optionee, if requested by the Plan Administrators, must agree in
     writing as a condition of the granting of his option, that he will remain
     in the employ of the Company or one of its subsidiaries following the date
     of the granting of that option for a period specified by the Plan
     Administrators, which period shall in no event exceed three (3) years.
     Nothing in the Plan (including the foregoing sentence) or in any option
     agreement entered into under the Plan shall confer upon any optionee any
     right to continued employment by the Company or any subsidiary, or limit in
     any way the right of the Company at any time to terminate or alter the
     terms of that employment.

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9.   Option Rights Upon Termination of Employment
     --------------------------------------------

     If an optionee ceases to be employed by the Company, without regard to the
     anticipated duration of that unemployment, for any reason other than death
     or permanent and total disability, his option shall immediately terminate,
     unless an option agreement allows the option to be exercised (to the extent
     exercisable on the date of termination of employment or other relationship)
     at any time within three (3) months after the date of termination of
     employment.

10.  Option Rights Upon Death or Disability
     --------------------------------------

     Except as otherwise limited by the Plan Administrators at the time of the
     grant of an option, if an optionee dies or becomes permanently and totally
     disabled within the meaning of Section 22(e) (3) of the Code while employed
     by the Company or a subsidiary, or dies within three (3) months after
     ceasing to an employee thereof, his option shall expire six (6) months
     after the date of death or the date of permanent and total disability,
     unless either the option agreement or the Plan otherwise provides for
     earlier termination.  During that six (6) months (or shorter) period, the
     person or persons to whom the optionee's rights under the option shall pass
     by will or by the laws of descent and distribution, but only to the extent
     that the optionee is entitled to exercise the option at the date of death
     or the date of permanent and total disability, as the case may be.

11.  Privileges of Stock Ownership
     -----------------------------

     Notwithstanding the exercise of any option granted pursuant to the Plan, no
     optionee shall have any of the rights or privileges of a shareholder of the
     Company in respect of any shares of Common Stock issuable upon the exercise
     of his or her option until the optionee becomes a shareholder of record.

12.  Options Not Transferable
     ------------------------

     Options granted pursuant to the terms of the Plan may not be sold, pledged,
     assigned, or transferred in any manner other than by will or the laws of
     descent or distribution and may be exercised during the lifetime of an
     optionee only by that optionee.

13.  Adjustments
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     13.1  Adjustments for Changes in Capitalization or Organization; and
           --------------------------------------------------------------
           Acceleration of Right to Exercise Option.  All options granted
           ----------------------------------------
           pursuant to the Plan shall be adjusted in a manner prescribed by this
           section.

           13.1.1  If the outstanding shares of the Common Stock of the Company
                   are increased, decreased, changed into, or exchanged for a
                   different number or kind of shares or securities through
                   recaptialization, reclassification, stock dividend, stock
                   split, or reverse stock split, an appropriate and
                   proportionate adjustment shall be granted under the Plan. A

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                   corresponding adjustment changing the number or kind of
                   shares of Common Stock allocated to unexercised options or
                   portions thereof, which shall have been granted prior to any
                   such change, shall likewise be made. Any such adjustment in
                   outstanding options shall be made without change in the
                   aggregate purchase price applicable to the unexercised
                   portion of the option, but with a corresponding adjustment in
                   the price for each share of Common Stock or other unit of any
                   security covered by the option.

           13.1.2  Upon the effective date of the dissolution or liquidation of
                   the Company, or of a reorganization, merger, combination, or
                   consolidation of the Company with one or more other
                   corporations in which the Company is not the surviving
                   corporation, or of the transfer of substantially all of the
                   assets or stock of the Company to another corporation, the
                   Plan and any option theretofore granted hereunder shall
                   terminate unless provision is made in writing in connection
                   with that transaction for the continuance of the Plan and for
                   the assumption of options theretofore granted hereunder, or
                   the substitution for those options of new options covering
                   the stock of the successor corporation, or a parent or
                   subsidiary thereof, with appropriate adjustments, as
                   determined or approved by the Plan Administrators, as to the
                   number and kind of shares of Common Stock subject to the
                   substituted options and prices therefor, in which event the
                   Plan and the options theretofore granted, or the new options
                   substituted therefore, shall continue in the manner and under
                   the terms so provided. For the purposes of the preceding
                   sentence, the excess of the aggregate fair market value of
                   the shares subject to the option immediately after the
                   substitution or assumption over the aggregate option price of
                   those shares shall not be more than the excess of the
                   aggregate fair market value of the shares subject to the
                   option immediately before the substitution or assumption over
                   the aggregate option price of those shares, and the new
                   option or assumption of the old option shall not give the
                   optionee additional benefits which the optionee did not have
                   under the old option. In the event of such dissolution,
                   liquidation; reorganization, merger, combination,
                   consolidation, or sale or transfer of assets or stock in
                   which provision is not made in the transaction for the
                   continuance of the Plan and for the assumption of options
                   theretofore granted or the substitution for those options of
                   new options covering the securities or a successor
                   corporation or a parent or subsidiary thereof, or (ii) a
                   difference between the excess of the aggregate fair market
                   value of the shares subject to the option immediately after
                   the substitution or assumption over the aggregate option
                   price of those shares and the excess of the aggregate fair
                   market value of the shares subject to the option immediately
                   before the substitution or assumption over the aggregate
                   option price of those shares, each optionee (or that person's
                   estate or a person who acquired the right to exercise the
                   option from the optionee by bequest or inheritance) shall be
                   entitled, prior to the effective date of the consummation of
                   any such transaction, to purchase, in whole or in part, in
                   full number of shares of

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                   Common Stock under the option or options granted to him which
                   he would otherwise have been entitled to purchase during the
                   remaining term of the option and without regard to any
                   otherwise applicable exercise restrictions set forth in the
                   option agreement. To the extent that any such exercise
                   relates to stock that is not otherwise available for purchase
                   through the exercise of the option by the optionee at that
                   time, the exercise shall be contingent upon the consummation
                   of that dissolution, liquidation, reorganization, merger,
                   combination, consolidation, or sale or transfer of assets or
                   stock.

           13.1.3  Notwithstanding the foregoing, in the event of a complete
                   liquidation of a subsidiary corporation or in the event that
                   such corporation ceases to be a subsidiary corporation as
                   that term is defined herein, any unexercised options
                   theretofore granted to an employee of the subsidiary
                   corporation shall be deemed canceled three (3) months after
                   the occurrence of any such event unless the employee shall
                   become employed by the Company or by any other subsidiary
                   corporation on or before the occurrence of any such event.

14.  Termination
     -----------

     14.1  Termination and Amendment of Plan.  The Plan shall terminate ten (10)
           ---------------------------------
           years after the earlier of its adoption by the board of Directors or
           its approval by the shareholders of the Company, and no options shall
           be granted under the Plan after that date; provided, however, that
           termination of the Plan shall not terminate any option granted prior
           thereto, and options granted prior to termination of the Plan and
           existing at the time of the termination of the Plan shall continue to
           be subject to all the terms and conditions of the Plan as if the Plan
           had not terminated. Subject to the limitation contained in Section
           14.2, the Plan Administrators may at any time amend or revise the
           terms of the Plan (including the form and substance of the option
           agreements to be used hereunder), provided that no amendment or
           revision (unless a majority of the shareholders of the Company
           approve such amendment) shall (i) increase the maximum aggregate
           number of shares of Common Stock provided for in Section 3 that may
           be sold pursuant to options granted under the Plan, except with the
           approval of the shareholders of the Company, or except as required
           under the provisions of Section 13.1.1, (ii) permit the granting of
           an option to anyone other than as provided for in Section 4, (iii)
           increase the maximum term provided for in Section 5.2 and 5.4 of any
           option, or (iv) change the minimum purchase price for shares of
           Common Stock under Sections 5.3 and 5.4.

     14.2  Prior Rights and Obligations.  No amendment, suspension, or
           ----------------------------
           termination of the Plan shall, without the consent of the optionee,
           alter or impair any of that optionee's rights or obligations under
           any option granted under the Plan prior to that amendment,
           suspension, or termination.

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15.  Approval of Shareholders
     ------------------------

     Within twelve (12) months before or after its adoption by the Board of
     Directors of the Company, the Plan must be approved by the shareholders of
     the Company holding at least a majority of the voting stock of the Company
     voting in person or by proxy at the duly held shareholder's meeting.
     Options may be granted under the Plan prior to obtaining those approvals,
     subject to the limitations of Section 14 concerning the period during which
     options may be granted, but those options shall be contingent upon those
     approvals being obtained and may not be exercised prior to the receipt of
     those approvals.

16.  Reservation of Shares of Common Stock
     -------------------------------------

     The company, during the term of the Plan will at all times reserve and keep
     available a sufficient number of shares of Common Stock to satisfy the
     requirements of the Plan. In addition, the Company will from time to time,
     as is necessary to accomplish the purposes of the Plan, seek to obtain from
     any regulatory agency having jurisdiction any requisite authority in order
     to grant options under the Plan and to issue and sell shares of Common
     Stock hereunder. The inability of the Company to obtain from any regulatory
     agency having jurisdiction the authority deemed by the Company's counsel to
     be necessary to the lawful issuance and sale of Common Stock hereunder
     shall relieve the Company of any liability in respect of the non-issuance
     or sale of the stock as to which the requisite authority shall no have been
     obtained.

17.  Headings
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     The headings of the sections of the Plan are for convenience only and shall
     not be considered or referred to in resolving questions of interpretation.

18.  No Broker's Commissions
     -----------------------

     No commissions may be paid to brokers on the sale by the company to the
     optionee of shares of Common Stock that is optioned and sold under the
     Plan.

19.  Application of Funds
     --------------------

     The proceeds received by the Company from the sale of shares of Common
     Stock pursuant to options will be used for general corporate purposes.

20.  No Obligation to Exercise Option
     --------------------------------

     The granting of an option shall impose no obligation upon the optionee to
     exercise such option.

21.  Name
     ----

     The Plan is known as the "Nations Express, Inc. Incentive Stock Option
     Plan;

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1998".

22.  Adoption
     --------

     The Plan was adopted by a resolution duly adopted by the Board of Directors
     of the Company on May 5, 1998, and was approved by the shareholders of the
     Company at a duly held shareholder's meeting on June 1, 1998.

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                              Company:


                              By:_________________________________________
                                    Allen D. Watson, President

                                 CERTIFICATION
                                 -------------

     I hereby certify that the foregoing Plan was adopted by the Board of
Directors of the Company on May 5, 1998, and approved by the shareholders of the
Company on June 1, 1998.


                              ____________________________________________
                              John P. Manry, Secretary & Treasurer

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