Exhibit 10.4

                      SAFETY COMPONENTS INTERNATIONAL, INC.
                             2001 STOCK OPTION PLAN


     1. Purposes of Plan. The purposes of this Safety Components  International,
Inc. 2001 Stock Option Plan  (hereinafter  referred to as the "Plan") are (a) to
provide  incentives  for  key  employees,   directors,   consultants  and  other
individuals  providing  services to Safety Components  International,  Inc. (the
"Company")  and its  subsidiaries  and other related  entities (each of which is
referred to herein as a  "Subsidiary")  by  encouraging  their  ownership of the
Common Stock,  $.01 par value per share, of the Company (the "Stock") and (b) to
aid  the  Company  in  attracting  and  retaining  key   employees,   directors,
consultants and other  individuals upon whose efforts the Company's  success and
future growth depends.

     2. Administration.  The Plan shall be administered by a committee appointed
by the Board of Directors of the Company  (the "Board of  Directors")  and shall
consist of not fewer than two of its members (the  "Committee").  Each Committee
member  shall be a  "non-employee  director"  within  the  meaning of Rule 16b-3
promulgated  under the Securities  Exchange Act of 1934, as amended (the "Act").
If the Board so  determines,  each  Committee  member  also shall be an "outside
director"  within the meaning of Section 162(m) of the Internal  Revenue Code of
1986, as amended (the "Code") and the regulations  thereunder.  The Board or the
Committee  also may  delegate to a committee of two or more members of the Board
who are not "outside directors" the authority to grant stock options to eligible
persons who either (a) are not "covered employees" within the meaning of Section
162(m) of the Code and the  regulations  thereunder  and are not  expected to be
"covered  employees" at the time of  recognition  of income  resulting from such
stock  options or (b) are persons with respect to whom the Company does not wish
to comply with Section  162(m) of the Code. In the event that the Board does not
appoint a Committee,  then the powers to be exercised by the Committee hereunder
shall be exercised by the Board of Directors.

     In  addition  to any other  powers  set forth in the Plan,  the  Committee,
subject to the terms of the Plan, shall have plenary authority to establish such
rules and regulations,  to make such determinations and interpretations,  and to
take such other administrative  actions as it deems necessary or advisable.  All
determinations  and  interpretations  made  by the  Committee  shall  be  final,
conclusive and binding on all persons, including those granted options hereunder
("Optionees") and their legal representatives and beneficiaries.

     Notwithstanding  any other provisions of the Plan, the Committee may impose
such conditions on any options as may be required to satisfy the requirements of
Rule 16b-3 of the Act of 1934 or Sections 162(m) and 280G(b)(5) of the Code.

     The  Committee  shall hold its  meetings at such times and places as it may
determine.   A  majority  of  its  members  shall   constitute  a  quorum.   All
determinations of the Committee shall be


                                       1
<PAGE>

made by a majority of its  members.  Any  decision or  determination  reduced to
writing and signed by all members  shall be as  effective as if it had been made
by a majority vote at a meeting duly called and held.  The Committee may appoint
a  secretary  (who  need not be a member  of the  Committee).  No  member of the
Committee shall be liable for any act or omission with respect to service on the
Committee,  if  such  member  acts  in  good  faith  and in a  manner  he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company.

     3. Stock Available for Options.  There shall be available for options under
the Plan a total of 900,000 shares of Stock, subject to any adjustments that may
be made  pursuant to Section 5(f)  hereof.  Shares of Stock used for purposes of
the Plan may be either  authorized  and unissued  shares,  or previously  issued
shares held in the treasury of the Company,  or both. Shares of Stock covered by
options which have  terminated or expired prior to exercise,  or which have been
tendered as payment upon  exercise of other  options  pursuant to Section  5(c),
shall be available for further option grants hereunder.

     4. Eligibility.  Options under the Plan may be granted to key employees and
directors of the Company or any Subsidiary,  including  officers or directors of
the  Company  or  any  Subsidiary,  and to  consultants  and  other  individuals
providing  services to the Company or any Subsidiary.  Options may be granted to
eligible  persons  whether  or not they  hold or have  held  options  previously
granted under the Plan or otherwise granted or assumed by the Company; provided,
however,  that the  maximum  number  of shares of Stock  with  respect  to which
options may be granted  under the Plan to any person  during any  calendar  year
shall be 210,000  shares of Stock  (subject to  adjustment in the same manner as
provided in Section 5(f) with respect to shares of Stock subject to options then
outstanding).  In selecting  recipients for options, the Committee may take into
consideration  any factors it may deem  relevant,  including its estimate of the
individual's  present and potential  contributions to the success of the Company
and its Subsidiaries.  Service as a director, officer or consultant of or to the
Company or any  Subsidiary  shall be considered  employment  for purposes of the
Plan  (and  the  period  of such  service  shall be  considered  the  period  of
employment for purposes of Section 5(d) of the Plan);  provided,  however,  that
incentive  stock  options  only  may be  granted  to  the  extent  any  relevant
shareholder approval requirements imposed under the Code have been satisfied and
incentive  stock options may be granted under the Plan only to an individual who
is an  "employee"  (as  such  term is used in  Section  422 of the  Code) of the
Company or a Subsidiary which constitutes a "subsidiary  corporation" within the
meaning of Section 424(f) of the Code.

     5. Terms and  Conditions of Options.  Each option shall be in such form and
shall contain such terms and conditions as the Committee shall deem appropriate.
The  Committee  may  make the  grant  of an  option  subject  to the  Optionee's
execution of a binding  severance  agreement in such form as  prescribed  by the
Company.  The date of  grant of an  option  shall be the date  specified  by the
Committee.  The terms of separate options need not be identical, but all options
shall be subject to the following:

          (a)  Option  Price.  The  price at which  each  share of Stock  may be
     purchased  upon  exercise  of an option  granted  under  the Plan  shall be
     reasonably  determined by the



                                       2
<PAGE>

     Committee in its  discretion,  but in the case of any option intended to be
     an incentive  stock option and/or intended to comply with Section 162(m) of
     the Code and the  regulations  thereunder  shall  not be less than the fair
     market value per share of Stock on the date of grant of the option.  In the
     case of any option  intended to be an incentive  stock option granted to an
     individual owning (directly or by attribution as provided in Section 424(d)
     of the Code), on the date of grant,  stock  possessing more than 10% of the
     total  combined  voting power of all classes of stock of the Company or any
     Subsidiary  (which  individual  shall  hereinafter be referred to as a "10%
     Stockholder"), the price at which each share of Stock may be purchased upon
     exercise of the option shall not be less than 110% of the fair market value
     per share of Stock on the date of grant of the option.  Notwithstanding the
     foregoing,  an option may be granted with an exercise price lower than that
     set forth above if such  option is granted  pursuant  to an  assumption  or
     substitution  for another  option in a manner  satisfying the provisions of
     Section 424(a) of the Code.

          For purposes of this Section 5(a),  "fair market value" shall mean the
     last sale price  regular  way on the last  trading day prior to the date of
     option grant,  or, in case no sales take place on such date, the average of
     the closing  high bid and low asked  prices  regular way, in either case on
     the principal national  securities exchange on which the Stock is listed or
     admitted to  trading,  or if the Stock is not listed or admitted to trading
     on any national  securities  exchange,  the last sale price reported on the
     National  Market System of the National  Association of Securities  Dealers
     Automated  Quotation system  ("NASDAQ") on such date, or the average of the
     closing high bid and low asked prices of the Stock in the  over-the-counter
     market  reported on NASDAQ on such date,  as furnished to the  Committee by
     any New  York  Stock  Exchange  member  selected  from  time to time by the
     Committee for such purpose.  If there is no bid or asked price  reported on
     any such date,  the fair market value shall be  determined by the Committee
     in accordance  with the regulations  promulgated  under Section 2031 of the
     Code,  or by  any  other  reasonable  appropriate  method  selected  by the
     Committee.

          (b)  Option  Period.  The period for  exercise  of an option  shall be
     determined  by the  Committee in its  discretion  but in no event shall the
     exercise  period be more than ten years  from the date of grant,  or in the
     case of an option intended to be an incentive stock option granted to a 10%
     Stockholder,  more than five years from the date of grant.  Options may, in
     the discretion of the Committee, be made exercisable in installments during
     the option period.  Unless otherwise provided by the Committee in its grant
     of an option,  any shares not purchased on any applicable  installment date
     may be purchased thereafter at any time before the expiration of the option
     period, subject to Section 5(d) below.  Notwithstanding the foregoing,  all
     options  under the Plan  shall  expire and no longer be  exercisable  after
     October 31, 2010.

          (c) Exercise of Options.  In order to exercise an option, the Optionee
     shall deliver to the Company written notice specifying the number of shares
     of Stock to be purchased,  together with full payment of the purchase price
     therefor.  The  purchase  price



                                       3
<PAGE>

     may be paid in (i) cash (or a certified or bank cashier's  check payable to
     the order of the  Company);  (ii)  shares of Stock  owned by the  Optionee,
     (iii) a combination of the foregoing methods,  or (iv) in any other form of
     consideration  as may be  approved by the  Committee  from time to time and
     permitted  by  applicable  law. For the purpose of assisting an Optionee to
     exercise an option, the Company may make loans to the Optionee or guarantee
     loans made by third parties to the Optionee,  on such terms and  conditions
     as the  Board of  Directors  may  authorize.  Shares of Stock  tendered  in
     payment on the  exercise of an option  shall be valued at their fair market
     value determined as described in Section 5(a) above, provided that the date
     of determination shall be the date of exercise. In addition, at the request
     of the  Optionee,  and  subject to  applicable  laws and  regulations,  the
     Company  may (but  shall  not be  required  to)  cooperate  in a  "cashless
     exercise" of an option (i.e., the assignment to the Company of the proceeds
     from a sale of Stock  acquired  upon  exercise  of the  option  or from the
     proceeds of a loan from a brokerage  firm).  If the  Optionee so  requests,
     shares of Stock  purchased  upon exercise of an option may be issued in the
     name of the Optionee or another person.  An Optionee shall have none of the
     rights  of a  stockholder  until  the  shares  of Stock  are  issued to the
     Optionee.

          (d) Effect of Termination of Employment.

               (i) Termination Other than for Death, Disability,  or Involuntary
          Termination  Without  Cause:  Except  as  otherwise  specified  by the
          Committee  in its grant of the option,  an option may not be exercised
          after the  Optionee  has ceased to be in the employ of the  Company or
          any  Subsidiary  for any  reason  other  than  the  Optionee's  death,
          Disability or  Involuntary  Termination  Without Cause. A cessation of
          employment,  for purposes of incentive  stock options  only,  shall be
          deemed to occur on the  ninety-first  day of a leave of absence unless
          the  Optionee's  reemployment  rights  are  guaranteed  by  law  or by
          contract.  "Cause"  shall  mean any act,  action  or series of acts or
          actions  or any  omission,  omissions,  or series of  omissions  which
          result  in,  or  which  have  the  effect  of  resulting  in,  (1) the
          Optionee's  commission of fraud,  embezzlement  or theft in connection
          with the Optionee's duties for the Company or any Subsidiary;  (2) the
          Optionee's  commission of a misdemeanor  involving  moral turpitude or
          the  Optionee's  commission  of a felony;  (3) the  wrongful  material
          damage by the  Optionee  to  Company  or  Subsidiary  property  by the
          Employee;  (4) the wrongful  disclosure  by the Optionee of any secret
          process,  confidential information,  trade secret or other proprietary
          or confidential information of the Company or any Subsidiary;  (5) the
          violation of any  non-disclosure,  non-solicitation or non-competition
          covenants  to  which  the  Optionee  is  subject;  (6) the  Optionee's
          intentional  or  grossly  negligent  breach  of any  stated,  material
          employment  policy  of the  Company  or  any  Subsidiary;  or (7)  the
          Optionee's refusal to follow reasonable  directions or instructions of
          a more  senior  officer  or the  Board as to  which  the  Company  has
          notified the Optionee in writing and such refusal shall have continued
          for a period of three (3) business  days after actual  receipt of such
          notice.  "Disability"  shall



                                       4
<PAGE>

          mean the  inability or failure of a person to perform those duties for
          the Company or any Subsidiary  traditionally assigned to and performed
          by such  person  because of the  person's  then-existing  physical  or
          mental  condition,  impairment or  incapacity.  The fact of disability
          shall be  determined by the  Committee in its  reasonable  discretion,
          which may consider such evidence as it considers  desirable  under the
          circumstances,  and  which  determination  shall  be  based  upon  the
          definition  of  disability  as  found  in  the  Company's   long  term
          disability  program  applicable  to  the  Optionee.   The  Committee's
          determination  of which shall be final and binding  upon all  parties.
          "Involuntary  Termination  Without  Cause"  shall mean  either (1) the
          dismissal  of, or the request  for the  resignation  of, a person,  by
          court order, order of any court-appointed liquidator or trustee of the
          Company,  or the order or request of any  creditors'  committee of the
          Company  constituted under the federal bankruptcy laws,  provided that
          such order or request contains no specific reference to Cause; (2) the
          dismissal of, or the request for the  resignation  of, a person,  by a
          duly constituted  corporate officer of the Company, or by the Board of
          Directors,  for any reason other than for Cause; or (3) the Optionee's
          Constructive  Termination.  "Constructive  Termination" shall mean the
          Optionee's   voluntary   termination  of  employment  within  60  days
          following the occurrence of any of the following:  (1) a change in the
          Optionee's duties or  responsibilities,  or a change in the Optionee's
          reporting  relationships,  either of which  results  in or  reflects a
          material  diminution  of the  scope or  importance  of the  Optionee's
          responsibilities;  (2) a reduction in the Optionee's then current base
          salary  or  annual  target  bonus;  (3) a  reduction  in the  level of
          benefits  available  or awarded to the  Optionee  under  employee  and
          officer  benefit  plans and  programs  including,  but not limited to,
          annual and  long-term  incentive  and  stock-based  plans and programs
          (other than as part of  reductions  in such benefit  plans or programs
          affecting  similarly  situated  employees  of the  Company);  (4)  any
          failure of any  acquirer  following a Change of Control to agree to be
          bound by this Option Agreement,  or (5) a relocation of the Optionee's
          primary  employment  location  which is more  than 50  miles  from his
          current  primary  employment  location;  provided,  however,  that for
          Constructive  Termination  to have been deemed to have  occurred,  the
          Optionee must give the Company written notice,  at least 30 days prior
          to  the  date  the  Optionee  intends  to  terminate  his  employment,
          providing  a  description  of  the  events  constituting  Constructive
          Termination  hereunder and, in the event the Company corrects or cures
          such  events  prior  to the  conclusion  of such 30 day  period,  then
          Constructive Termination shall not exist hereunder.

               (ii) Involuntary Termination Without Cause: During the thirty day
          period (or other applicable  period designated by the Committee in its
          grant of the  option)  after  the date of the  Optionee's  Involuntary
          Termination  Without  Cause,  the  Optionee  shall  have the  right to
          exercise  his or her  options  granted  under  the Plan,  but,  unless
          otherwise  provided by the Committee in its grant of the option,  only
          to the extent the options were vested and  exercisable  on the date of
          the  cessation


                                       5
<PAGE>

          of  the  Optionee's  employment.  If so  provided  in the  grant  of a
          nonstatutory  option,  in the  event  that an  Optionee's  Involuntary
          Termination  Without  Cause  occurs,  the  Optionee  instead may elect
          during  the  thirty  (30) day  period  from and after the  Involuntary
          Termination  Without Cause to surrender all his options to the Company
          and  receive  (as defined  with  respect to the  options  surrendered)
          instead a Stock  Appreciation Right which, in the event that a "Change
          of Control" occurs within  twenty-four  (24) months of the Involuntary
          Termination of Employment  Without Cause,  provides a payment equal to
          the amount by which the  "change of  control"  price (as such price is
          determined by the Committee,  to be reflective of the comparable  fair
          market price for shares of Company  stock) per share of Stock  exceeds
          the option  price per share of Stock under the option  surrendered  to
          the  Company  multiplied  by the number of shares of Stock  subject to
          such option.

               (iii)  Disability.  During the  ninety  (90) day period (or other
          applicable  period  designated  by the  Committee  in its grant of the
          option)  after  the  Optionee's  employment  with the  Company  or any
          Subsidiary  ceases  as a  result  of the  Optionee's  Disability,  the
          Optionee  shall have the right to exercise his or her options  granted
          under the Plan, but, unless otherwise provided by the Committee in its
          grant of the option,  only to the extent the  options  were vested and
          exercisable on the date of the cessation of the Optionee's employment.

               (iv)  Death.  In the  event of the  death of the  Optionee  while
          employed or, in the event of the death of the Optionee after cessation
          of employment  described in  subparagraph  (ii) or (iii),  above,  but
          within  the sixty  (60) day or ninety  (90) day  period  described  in
          subparagraph  (ii) or (iii) above,  the options granted under the Plan
          shall be exercisable until the expiration of ninety (90) day (or other
          applicable  period  designated  by the  Committee  in its grant of the
          option) following the Optionee's death, but, unless otherwise provided
          by the  Committee  in its grant of the option,  only to the extent the
          options were vested and  exercisable  on the date of the  cessation of
          the Optionee's employment. During such extended period, the option may
          be exercised by the person or persons to whom the deceased  Optionee's
          rights  under the option  shall pass by will or by the laws of descent
          and distribution. The provisions of this subparagraph (iv) shall apply
          to any  outstanding  options which are incentive  stock options to the
          extent  permitted  by  Sections  421 and  422(d)  of the Code and such
          outstanding  options in excess  thereof  shall,  immediately  upon the
          death of the  Optionee,  be treated  for all  purposes  of the Plan as
          nonstatutory  stock  options  and  shall  be  exercisable  as  such as
          provided in this subparagraph (iv).

               In no event shall any option be exercisable beyond the applicable
          exercise  period  determined  pursuant  to  Section  5(b) of the Plan.
          Nothing in the Plan or in any option granted  pursuant to the Plan (in
          the absence of an express  provision to the contrary)  shall confer on
          any individual any right to continue in the employ of


                                       6
<PAGE>

          the Company or any  Subsidiary  or interfere in any way with the right
          of the Company or Subsidiary to terminate his employment at any time.

          (e)  Nontransferability  of  Options.  Except as  otherwise  set forth
     herein,  during the lifetime of an Optionee,  options (and any other rights
     or awards under this Plan)held by such Optionee  shall be exercisable  only
     by the Optionee,  and no option shall be transferable other than by will or
     the laws of descent and distribution.  Notwithstanding  the foregoing,  the
     Committee, in its absolute discretion, may grant nonstatutory stock options
     that may be transferred without consideration,  in whole or in part, by the
     Optionee  to (i)  the  Optionee's  child,  stepchild,  grandchild,  parent,
     stepparent,  grandparent,  spouse, former spouse,  sibling,  niece, nephew,
     mother-in-law,  father-in-law, son-in-law, daughter-in-law,  brother-in-law
     or sister-in-law,  including adoptive relationships,  or any person sharing
     the  Optionee's  household  (other  than a  tenant  or  employee)  ("Family
     Members");  (ii) a trust in which Family  Members have more than 50% of the
     beneficial  interest;  (iii) a foundation  in which Family  Members (or the
     Optionee)  control the  management  of assets;  or (iv) any other entity in
     which  Family  Members  (or the  Optionee)  own more than 50% of the voting
     interests.  In all cases,  the  Committee  must be  notified  in advance in
     writing of the terms of any  proposed  transfer to a permitted  transferee.
     The transferee and the transferred  options shall continue to be subject to
     the same terms and conditions as were applicable  immediately  prior to the
     transfer. The provisions of the Plan, including,  but not limited to, those
     set forth in Section 5(b) and (d),  shall continue to apply with respect to
     the Optionee and the option shall be exercisable by the transferee  only to
     the  extent and for the  periods  specified  herein  and in any  applicable
     option  agreement.  The Optionee shall remain subject to withholding  taxes
     upon exercise of any transferred option by the transferee.

          (f)  Adjustments  for Change in Stock Subject to Plan. In the event of
     any  change in the  Stock or  capital  structure  of the  Company  due to a
     reorganization,  recapitalization, stock split, stock dividend, combination
     of shares, merger, consolidation, rights offering or similar event (but not
     including any changes  caused by the exercise of warrants under the Warrant
     Agreement   approved  as  part  of  the   Company's   Chapter  11  Plan  of
     Reorganization  approved  by the  United  States  District  Court  for  the
     District of Delaware as of August 30, 2000),  unless the  Committee  should
     determine otherwise in its reasonable discretion, corresponding adjustments
     automatically  shall be made to the number and kind of shares available for
     issuance  under  this  Plan,  the  number  and kind of  shares  covered  by
     outstanding  options under this Plan,  and the exercise price per share for
     outstanding  options.  In  addition,  the  Committee  may make  such  other
     adjustments  as  it  determines  to  be  equitable.   Notwithstanding   the
     foregoing,  any fractional  share resulting from an adjustment  pursuant to
     this Section 9 shall be rounded down to the nearest whole number.

          (g)  Acceleration  of  Exercisability  and/or  Vesting of Options Upon
     Occurrence of Certain Events.  The Committee may provide in its grant of an
     option  that the  exercisability  and/or  vesting of such  option  shall be
     accelerated in connection with an event  constituting a "change of control"
     as  described  in the  grant of the  option;  provided,


                                       7
<PAGE>

     however,  that the foregoing shall apply to any  outstanding  options which
     are incentive  stock options to the extent  permitted by Section  422(d) of
     the Code and such outstanding options in excess thereof shall,  immediately
     upon the  occurrence of the change of control,  be treated for all purposes
     of the Plan as nonstatutory stock options.  Notwithstanding  the foregoing,
     in no event shall any option be  exercisable  after the date of termination
     of the exercise period of such option determined  pursuant to Sections 5(b)
     and 5(d).

          (h)  Registration,  Listing and Qualification of Shares of Stock. Each
     option shall be subject to the requirement  that if at any time the Company
     shall determine that the  registration,  listing or qualification of shares
     of Stock covered thereby upon any securities  exchange or under any federal
     or state law, or the consent or  approval  of any  governmental  regulatory
     body, is necessary or desirable as a condition  of, or in connection  with,
     the granting of such option or the purchase of shares of Stock  thereunder,
     no such  option  may be  exercised  unless  and  until  such  registration,
     listing,  qualification,  consent or approval  shall have been  effected or
     obtained free of any conditions not acceptable to the Company.  The Company
     may  require  that  any  person   exercising  an  option  shall  make  such
     representations  and  agreements  and furnish such  information as it deems
     appropriate to assure compliance with the foregoing or any other applicable
     legal requirement.

          (i) Other Terms and  Conditions.  The  Committee may impose such other
     terms and conditions,  not inconsistent with the terms hereof, on the grant
     or exercise of options (including,  without limitation, the imposition of a
     vesting schedule), as it deems advisable.

          (j)  Reload  Options.  The  Committee  in its grant of a  nonstatutory
     option may provide that if upon the exercise of an option granted under the
     Plan (the  "Original  Option") the Optionee pays the purchase price for the
     Original  Option  pursuant to Section 5(c) in whole or in part in shares of
     Stock  owned by the  Optionee  for at least six months,  the Company  shall
     grant to the  Optionee on the date of such  exercise an  additional  option
     under the Plan (the "Reload  Option") to purchase  that number of shares of
     Stock  equal to the  number  of  shares  of Stock so held for at least  six
     months  transferred  to the Company in payment of the purchase price in the
     exercise  of the  Original  Option.  The price at which each share of Stock
     covered by the  Reload  Option may be  purchased  shall be the fair  market
     value per  share of Stock (as  specified  in  Section  5(c)) on the date of
     exercise of the Original Option. The Reload Option shall not be exercisable
     until one year  after the date the  Reload  Option is  granted or after the
     expiration  date of the Original  Option.  Upon the payment of the purchase
     price for a Reload Option  granted  hereunder in whole or in part in shares
     of Stock  held for more than six  months  pursuant  to  Section  5(c),  the
     Optionee is entitled to receive a further Reload Option in accordance  with
     this Section  5(j).  Shares of Stock  covered by a Reload  Option shall not
     reduce the number of shares of Stock  available  under the Plan pursuant to
     Section 3. Shares of Stock  covered by a Reload  Option shall be considered
     for purposes of the maximum number of shares


                                       8
<PAGE>

     of Stock with respect to which options can be granted under the Plan to any
     person during any calendar year as specified in Section 4.

     6.  Additional  Provisions  Applicable  to  Incentive  Stock  Options.  The
Committee may, in its discretion,  grant options under the Plan which constitute
"incentive  stock  options"  within the  meaning  of Section  422 of the Code to
eligible employees of the Company and its "subsidiary  corporations"  within the
meaning of Section  424(f) of the Code,  provided,  however,  that the aggregate
fair market value of the Stock  (determined  as of the date the incentive  stock
option  is  granted)  with  respect  to which  the  incentive  stock  option  is
exercisable  for the first time by the Optionee  during any calendar  year shall
not exceed $100,000 or such other  limitation set forth in Section 422(d) of the
Code.

     7. Effectiveness of Plan. The Plan, as adopted and approved by the Board of
Directors,  became effective as of March 5, 2001, and, with respect to incentive
stock options only, is subject to approval  within twelve months of such date by
the  shareholders  of the  Company to the extent  required by Section 422 of the
Code.

     8. Amendment and Termination.  The Board of Directors may at any time amend
the Plan or the  terms of any  option  outstanding  under  the  Plan;  provided,
however,  that,  except as  contemplated in Section 5(f), the Board of Directors
shall not without  requisite  shareholder  approval,  (i)  increase  the maximum
number of shares of Stock for which  options may be granted  under the Plan,  or
(ii) amend the  requirements  as to the class of  employees  eligible to receive
options.  The Board of Directors may terminate the Plan at any time.  Unless the
Plan shall  theretofore have been terminated,  the Plan shall terminate,  and no
option  shall be  granted  hereunder  after ten years from the  earliest  of the
adoption of the Plan by the Board of Directors,  the effective date of the Plan,
approval of the Plan by  stockholders,  or October 31,  2010.  No  amendment  or
termination of the Plan or any option  outstanding  under the Plan may,  without
the consent of an Optionee,  adversely  affect the rights of such Optionee under
any option held by such Optionee.

     9. Withholding. It shall be a condition to the obligation of the Company to
issue  shares of Stock upon  exercise  of an option  that the  Optionee  (or any
beneficiary  or person  entitled to act under  Section 5(d) hereof) remit to the
Company, or make arrangements satisfactory to the Company to pay through payroll
withholding or otherwise, such amount as may be requested by the Company to meet
any federal,  state or local tax  withholding  obligations  with respect to such
exercise.  If the amount  requested is not paid, the Company may refuse to issue
such shares of Stock.

     10.  Other  Actions.  Nothing  contained  in the Plan shall be construed to
limit the authority of the Company to exercise its corporate  rights and powers,
including,  but not by way of  limitation,  the right of the Company to grant or
assume  options  for proper  corporate  purposes  other than under the Plan with
respect to any employee or other person, firm, corporation or association.


                                       9
<PAGE>

     11. Section 162(m). It is intended that the Plan comply fully with and meet
all the  requirements  of  Section  162(m) of the Code so that  certain  options
granted hereunder shall constitute  "performance-based"  compensation within the
meaning  of  Section  162(m) of the Code.  If any  provision  of the Plan  would
disqualify  the Plan or would  not  otherwise  permit  the Plan to  comply  with
Section  162(m) as so  intended,  such  provision  shall be  construed or deemed
amended to conform to the requirements or provisions of Section 162(m).

     12. Compliance with Code ss. 280(G)(b)(5). All provisions of this Agreement
which are  contingent  upon a change of  control  and  "parachute  payments"  as
defined by Code ss. 280G  ("parachute  payments")  shall in all cases be subject
and  contingent  upon the approval by a separate  vote of the persons who owned,
immediately  before the change in ownership or control  which would  trigger the
application of Code ss. 280G, more than seventy-five (75%) percent of the voting
power of all outstanding stock of the Company.  Such seventy-five  (75%) percent
vote shall be made following adequate  disclosures to such voting persons of all
material facts concerning all such material  parachute  payments,  and such vote
shall  determine the right of the individual to receive or return such parachute
payment.  The provisions of this  paragraph  shall not apply in the event that a
substantial portion of the assets of the Company consists directly or indirectly
of stock in a corporation  and any ownership  interest in such entity is readily
tradable on an  established  securities  market or otherwise.  The provisions of
this paragraph  shall in all events be interpreted so as to comply with Code ss.
280G(b)(5) and the regulations, proposed regulations and other official guidance
thereunder.

     13. Governing Law. This Plan shall be construed in accordance with the laws
of the State of South Carolina.



                                       10