Exhibit A

                        Southcoast Financial Corporation

                             1999 STOCK OPTION PLAN



   1. Purpose of the Plan. The Plan shall be known as the  Southcoast  Financial
Corporation  1999 Stock Option Plan (the "Plan").  The purpose of the Plan is to
attract and retain the best  available  personnel for  positions of  substantial
responsibility  and to provide additional  incentive to directors,  officers and
key  employees of  Southcoast  Financial  Corporation  (the  "Company"),  or any
present or future  parent or  subsidiary  of the  Company,  and to  promote  the
success  of the  business.  The Plan is  intended  to  provide  for the grant of
"Incentive  Stock  Options,"  within the meaning of Section 422 of the  Internal
Revenue Code of 1986, as amended (the "Code") and  Non-qualified  Stock Options,
options that do not so qualify. Each and every one of the provisions of the Plan
relating to  Incentive  Stock  Options  shall be  interpreted  to conform to the
requirements of Section 422 of the Code.

   2. Definitions. As used herein, the following definitions shall apply.

      (a) "Award"  means the grant by the Board or the Committee of an Incentive
   Stock Option or a Non-qualified Stock Option, or any combination  thereof, as
   provided in the Plan.

      (b)  "Company"  shall  mean  Southcoast  Financial  Corporation,   or  any
   successor corporation thereto.

      (c)  "Board"  shall mean the Board of  Directors  of the  Company,  or any
   successor or parent corporation thereto.

      (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (e)  "Committee"  shall mean the Stock Option  Committee  appointed by the
   Board in accordance with paragraph 5(a) of the Plan.

      (f) "Common Stock" shall mean common stock, no par value per share, of the
   Company, or any successor or parent corporation thereto.

      (g)  "Continuous  Employment" or "Continuous  Status as an Employee" shall
   mean the absence of any  interruption  or termination of employment  with the
   Company  or any  present  or future  Parent  or  Subsidiary  of the  Company.
   Employment  shall not be  considered  interrupted  in the case of sick leave,
   military  leave  or any  other  leave  of  absence  approved  by the  Company
   (provided, however, in the case of Incentive Stock Options, no such leave may
   extend beyond 90 days unless  reemployment  rights are guaranteed by law), or
   in the case of transfers  between payroll locations of the Company or between
   the Company and any of its Parent, its Subsidiaries or a successor.

      (h)  "Director"  shall mean a member of the Board of the  Company,  or any
   successor or parent corporation thereto.

      (i) "Effective Date" shall mean the date specified in Section 15 hereof.

      (j)  "Employee"  shall  mean any  person  employed  by the  Company or any
   present or future Parent or Subsidiary of the Company.



<PAGE>



      (k)  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
   Shares granted by the Committee pursuant to Section 8 hereof which is subject
   to the  limitations  and  restrictions of Section 8 hereof and is intended to
   qualify under Section 422 of the Code.

      (l)  "Non-qualified  Stock Option" shall mean an option to purchase Shares
   granted pursuant to Section 9 hereof, which option is not intended to qualify
   under Section 422 of the Code.

      (m) "Option" shall mean an Incentive or Non-qualified Stock Option granted
   pursuant to this Plan  providing  the holder of such Option with the right to
   purchase Common Stock.

      (n)  "Optioned  Stock"  shall  mean  stock  subject  to an Option  granted
   pursuant to the Plan.

      (o)  "Optionee"  shall  mean any person  who  receives  an Option or Award
   pursuant to the Plan.

      (p) "Parent" shall mean any present or future corporation which would be a
   "parent corporation" as defined in Subsections 424(e) and (g) of the Code.

      (q) "Participant"  means any officer or key employee of the Company or any
   Parent or Subsidiary  of the Company or any other person  providing a service
   to the Company who is  selected by the Board or the  Committee  to receive an
   Award, or who by the express terms of the Plan is granted an Award.

      (r) "Plan" shall mean Southcoast  Financial  Corporation 1999 Stock Option
   Plan.

      (s) "Share" shall mean one share of the Common Stock.

      (t) "Subsidiary"  shall mean any present or future corporation which would
   be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of the
   Code.

   3. Shares Subject to the Plan. Except as otherwise required by the provisions
of Section 13  hereof,  the  aggregate  number of Shares  with  respect to which
Awards may be made  pursuant to the Plan shall be 50,000.  Such Shares  shall be
authorized  but  unissued  shares of the Common  Stock.  Shares of Common  Stock
subject to Options  which for any reason are  terminated  unexercised  or expire
shall again be available for issuance under the Plan.

   4. Six Month Holding Period.

   A total of six months must elapse  between the date of the grant of an Option
and the date of the sale of Common  Stock  received  through the  exercise of an
Option.

   5. Administration of the Plan.

      (a)  Composition of the Committee.  The Plan shall be  administered by the
   Board  or a  Committee  appointed  by the  Board,  which  shall  serve at the
   pleasure of the Board.  Such Committee shall be constituted  solely of two or
   more Directors who are not currently  officers or employees of the Company or
   any  of  its  subsidiaries,  and  who  qualify  to  administer  the  Plan  as
   contemplated by Rule 16b-3 under the Securities  Exchange Act of 1934, or any
   successor rule.

      (b) Powers of the Committee. The Board or the Committee is authorized (but
   only to the extent not contrary to the express  provisions of the Plan or, in
   the case of the Committee, to

                                        2

<PAGE>



resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan.  The Committee also
shall have and may exercise  such other power and  authority as may be delegated
to it by the Board from time to time. A majority of the entire  Committee  shall
constitute  a quorum and the action of a majority of the members  present at any
meeting  at  which a quorum  is  present  shall  be  deemed  the  action  of the
Committee.  In no event may the Board or the Committee revoke outstanding Awards
without the consent of the Participant.

   The Chairman of the Board of Directors of the Company and such other officers
as shall be designated  by the Board or the  Committee are hereby  authorized to
execute instruments evidencing Awards on behalf of the Company and to cause them
to be delivered to the participants.

      (c)  Effect  of   Board's  or   Committee's   Decision.   All   decisions,
   determinations  and  interpretations  of the Board or the Committee  shall be
   final and conclusive on all persons affected thereby.


   6. Eligibility.  Awards may be granted to directors,  officers, key employees
and other persons.  The Board or the Committee shall from time to time determine
the  directors,  officers,  key employees and other persons who shall be granted
Awards under the Plan, the number to be granted to each such director,  officer,
key employee and other persons  under the Plan,  and whether  Awards  granted to
each such  Participant  under the Plan shall be Incentive  and/or  Non-qualified
Stock Options (provided, however, Incentive Stock Options may only be granted to
persons who are employees,  including  officers,  of the Company).  In selecting
participants  and in  determining  the  number of  Shares of Common  Stock to be
granted to each such Participant  pursuant to each Award granted under the Plan,
the Board or the Committee  may consider the nature of the services  rendered by
each  such   Participant,   each  such   Participant's   current  and  potential
contribution to the Company and such other factors as the Board or the Committee
may, in its sole discretion, deem relevant.  Directors,  officers, key employees
or other persons who have been granted an Award may, if otherwise  eligible,  be
granted additional Awards.

   7. Term of the Plan.  The Plan  shall  continue  in effect  for a term of ten
years from the Effective Date, unless sooner  terminated  pursuant to Section 18
hereof.  No Option  shall be  granted  under the Plan  after ten years  from the
Effective Date.

   8. Terms and Conditions of Incentive  Stock Options.  Incentive Stock Options
may be granted only to  Participants  who are Employees.  Each  Incentive  Stock
Option granted  pursuant to the Plan shall be evidenced by a written  agreement,
executed by the Company and the  Optionee,  which states the number of shares of
common  stock  subject  to  the  Options  granted  thereby  and  the  period  of
exercisability  of the Options,  and in such form as the Board or the  Committee
shall from time to time approve.  Each and every  Incentive Stock Option granted
pursuant to the Plan shall comply with,  and be subject to, the following  terms
and conditions:

      (a) Option Price.

            (i) The price per Share at which each Incentive Stock Option granted
         under  the  Plan  may be  exercised  shall  not,  as to any  particular
         Incentive  Stock  Option,  be less  than the fair  market  value of the
         Common Stock at the time such  Incentive  Stock Option is granted.  For
         such  purposes,  if the  Common  Stock is  traded  otherwise  than on a
         national  securities exchange at the time of the granting of an Option,
         then the price per Share of the  Optioned  Stock shall be not less than
         the mean  between  the bid and  asked  price on the date the  Incentive
         Stock  Option is granted or, if there is no bid and asked price on said
         date,  then on the next prior business day on which there was a bid and
         asked  price.  If no such bid and asked  price is  available,  then the
         price per Share shall be determined by the

                                        3

<PAGE>



         Board or the  Committee.  If the  Common  Stock is listed on a national
         securities  exchange at the time of the granting of an Incentive  Stock
         Option,  then the price per Share shall be not less than the average of
         the highest and lowest  selling price on such exchange on the date such
         Incentive  Stock  Option is granted  or, if there were no sales on said
         date,  then the price  shall be not less than the mean  between the bid
         and asked price on such date.

            (ii) In the case of an Employee who owns Common  Stock  representing
         more than ten percent (10%) of the outstanding Common Stock at the time
         the Incentive Stock Option is granted, the Incentive Stock Option price
         shall not be less than one hundred  and ten percent  (110%) of the fair
         market value of the Common Stock at the time the Incentive Stock Option
         is granted.

      (b) Payment.  Full payment for each Share of Common Stock  purchased  upon
   the exercise of any  Incentive  Stock Option  granted under the Plan shall be
   made at the time of exercise of each such Incentive Stock Option and shall be
   paid in cash.  No Shares of Common  Stock shall be issued  until full payment
   therefor has been received by the Company,  and no Optionee shall have any of
   the rights of a  stockholder  of the Company until Shares of Common Stock are
   issued to him.

      (c) Term of  Incentive  Stock  Option.  The term of each  Incentive  Stock
   option granted pursuant to the Plan shall be not more ten (10) years from the
   date each such Incentive  Stock Option is granted,  provided that in the case
   of an Employee who owns stock representing more than ten percent (10%) of the
   Common Stock  outstanding at the time the Incentive  Stock Option is granted,
   the term of the Incentive Stock Option shall not exceed five (5) years.

      (d) Exercise Generally. Except as otherwise provided in Section 10 hereof,
   no Incentive  Stock Option may be  exercised  unless the Optionee  shall have
   been in the  Continuous  Employment  of the  Company at all times  during the
   period  beginning with the date of grant of any such  Incentive  Stock Option
   and ending on the date three months prior to the date of exercise of any such
   Incentive  Stock Option.  The Board or the Committee may at the time of grant
   impose  additional  conditions  upon the right of an Optionee to exercise any
   Incentive Stock Option granted  hereunder which are not inconsistent with the
   terms of the Plan or the requirements for qualification as an Incentive Stock
   Option under Section 422 of the Code.

      (e) Limitation on Options to be Exercised. The aggregate fair market value
   (determined  as of the date the Option is granted) of the Shares with respect
   to which  Incentive  Stock Options are exercisable for the first time by each
   Employee during any calendar year (under all Incentive Stock Option plans, as
   defined in Section  422 of the Code,  of the Company or any present or future
   Parent  or   Subsidiary   of  the   Company)   shall  not  exceed   $100,000.
   Notwithstanding  the prior  provisions of this Section 8(e), the Board or the
   Committee may grant Options in excess of the foregoing limitations,  provided
   said  Options  shall be  clearly  and  specifically  designated  as not being
   Incentive Stock Options, as defined in Section 422 of the Code.

      (f)  Transferability.  Any Incentive Stock Option granted  pursuant to the
   Plan shall be exercised during an Optionee's lifetime only by the Optionee to
   whom it was granted and shall not be  assignable  or  transferable  otherwise
   than by will or by the laws of descent and distribution.

   9. Terms and Conditions of Non-qualified  Stock Options.  Each  Non-qualified
Stock  Option  granted  pursuant  to the Plan  shall be  evidenced  by a written
agreement,  executed by the Company and the Optionee, which states the number of
shares of common stock subject to the Options  granted thereby and the period of
exercisability  of the Options,  and in such form as the Board or the  Committee
shall  from time to time  approve.  Each and every  Non-qualified  Stock  Option
granted  pursuant to the Plan shall comply with and be subject to the  following
terms and conditions.


                                        4

<PAGE>



      (a) Option  Price.  The exercise  price per Share of Common Stock for each
   Nonqualified Stock Option granted pursuant to the Plan shall be at such price
   as the Board or the Committee may determine in its sole discretion.

      (b) Payment.  Full payment for each Share of Common Stock  purchased  upon
   the exercise of any  Non-qualified  Stock Option granted under the Plan shall
   be made at the time of exercise of each such  Non-qualified  Stock Option and
   shall be paid in cash.  No Shares of Common  Stock shall be issued until full
   payment  therefor has been received by the Company and no Optionee shall have
   any of the rights of a stockholder  of the Company until the Shares of Common
   Stock are issued to him.

      (c) Term. The term of each Non-qualified  Stock Option granted pursuant to
   the Plan  shall be not more  than ten  (10)  years  from the date  each  such
   Non-qualified Stock Option is granted.

      (d) Exercise  Generally.  The Board or the Committee may impose additional
   conditions  upon the right of any  Participant to exercise any  Non-qualified
   Stock Option granted  hereunder which are not inconsistent  with the terms of
   the Plan.

      (e)  Cashless  Exercise.  An Optionee who has held a  Non-qualified  Stock
   Option for at least six months may engage in the  "cashless  exercise" of the
   Option. In a cashless exercise,  an Optionee gives the Company written notice
   of the  exercise  of the  Option  together  with  an  order  to a  registered
   broker-dealer  or equivalent third party, to sell part or all of the Optioned
   Stock and to deliver  enough of the proceeds to the Company to pay the Option
   price and any applicable withholding taxes. If the Optionee does not sell the
   Optioned Stock through a registered  broker-dealer or equivalent third party,
   he can give the Company  written notice of the exercise of the Option and the
   third party  purchaser of the Optioned  Stock shall pay the Option price plus
   any applicable withholding taxes to the Company.

      (f)  Transferability.  Any Non-qualified  Stock Option granted pursuant to
   the  Plan  shall be  exercised  during  an  Optionee's  lifetime  only by the
   Optionee to whom it was granted and shall not be assignable  or  transferable
   otherwise than by will or by the laws of descent and distribution.

   10. Effect of  Termination  of  Employment,  Disability or Death on Incentive
Stock Options.

      (a) Termination of Employment. In the event that any Optionee's employment
   with the Company  shall  terminate for any reason,  other than  Permanent and
   Total  Disability (as such term is defined in Section 22 (e) (3) of the Code)
   or death, all of any such Optionee's  Incentive Stock Options, and all of any
   such Optionee's rights to purchase or receive Shares of Common Stock pursuant
   thereto,  shall automatically  terminate on the earlier of (i) the respective
   expiration  dates of any such Incentive  Stock Options or (ii) the expiration
   of not  more  than  three  months  after  the  date  of such  termination  of
   employment, but only if, and to the extent that, the Optionee was entitled to
   exercise any such Incentive Stock Options at the date of such  termination of
   employment.

      (b)  Disability.  In the event  that any  Optionee's  employment  with the
   Company shall  terminate as the result of the permanent and Total  Disability
   of such  Optionee,  such  Optionee may exercise any  Incentive  Stock Options
   granted to him  pursuant  to the Plan at any time prior to the earlier of (i)
   the respective  expiration  dates of any such Incentive Stock Options or (ii)
   the date which is one year after the date of such  termination of employment,
   but only if, and to the extent  that,  the  Optionee was entitled to exercise
   any  such  Incentive  Stock  Options  at the  date  of  such  termination  of
   employment.

      (c) Death.  In the event of the death of an Optionee,  any Incentive Stock
   Options granted to such Optionee may be exercised by the person or persons to
   whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
   will or by the laws of descent and  distribution  (including  the  Optionee's
   estate during the period of  administration) at any time prior to the earlier
   of (i) the respective

                                        5

<PAGE>



   expiration  dates of any such Incentive  Stock Options or (ii) the date which
   is one year after the date of death of such  Optionee but only if, and to the
   extent that, the Optionee was entitled to exercise any such  Incentive  Stock
   Options  at the date of  death.  For  purposes  of this  Section  10(c),  any
   Incentive Stock Option held by an Optionee shall be considered exercisable at
   the date of his  death if the only  unsatisfied  condition  precedent  to the
   exercisability  of such  Incentive  Stock  Option at the date of death is the
   passage of a specified  period of time. At the discretion of the Board or the
   Committee,  upon exercise of such Options the Optionee may receive  Shares or
   cash or combination  thereof.  If cash shall be paid in lieu of Shares,  such
   cash shall be equal to the  difference  between the fair market value of such
   Shares and the exercise price of such Options on the exercise date.

      (d) Incentive Stock Options Deemed  Exercisable.  For purposes of Sections
   10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any Optionee
   shall be considered  exercisable at the date of termination of his employment
   if any such Incentive  Stock Option would have been  exercisable at such date
   of termination of employment.

      (e)  Termination  of  Incentive  Stock  Options.  To the  extent  that any
   Incentive  Stock  Option  granted  under  the  Plan  to  any  Optionee  whose
   employment with the Company  terminates  shall not have been exercised within
   the applicable  period set forth in this Section 10, any such Incentive Stock
   Option, and all rights to purchase or receive Shares of Common Stock pursuant
   thereto,  as  the  case  may  be,  shall  terminate  on the  last  day of the
   applicable period.

   11. Effect of Termination of Employment, Disability or Death on Non-qualified
Stock Options.  The terms and conditions of Non-qualified Stock Options relating
to the effect of the termination of an Optionee's  employment,  disability of an
Optionee  or his death  shall be such terms and  conditions  as the Board or the
Committee shall, in its sole  discretion,  determine at the time of termination,
unless  specifically  provided for by the terms of the  Agreement at the time of
grant of the Award.

   12. Right of Repurchase and  Restrictions  on  Disposition.  The Board or the
Committee,  in its sole discretion,  may include at the time of award, as a term
of any Incentive  Stock Option or  Non-qualified  Stock  Option,  the right (the
"Repurchase  Right") but not the obligation,  to repurchase all or any amount of
the Shares acquired by an Optionee pursuant to the exercise of any such Options.
The intent of the Repurchase  Right is to encourage the continued  employment of
the Optionee.  The  Repurchase  Right shall provide for,  among other things,  a
specified  duration of the Repurchase  Right, a specified  price per Share to be
paid  upon  the  exercise  of the  Repurchase  Right  and a  restriction  on the
disposition  of the Shares by the Optionee  during the period of the  Repurchase
Right.  The  Repurchase  Right may permit the Company to transfer or assign such
right to another party.  The Company may exercise the  Repurchase  Right only to
the extent permitted by applicable law.

   13. Recapitalization,  Merger,  Consolidation,  Change in Control and Similar
Transactions.

      (a) Adjustment.  The aggregate  number of Shares of Common Stock for which
   Options  may be  granted  hereunder,  the  number of  Shares of Common  Stock
   covered  by each  outstanding  Option,  and the  exercise  price per Share of
   Common Stock of each such Option,  shall all be proportionately  adjusted for
   any  increase or decrease in the number of issued and  outstanding  Shares of
   Common Stock resulting from a subdivision or consolidation of Shares (whether
   by  reason  of  merger,  consolidation,  recapitalization,  reclassification,
   splitup,  spin-off,  stock split, combination of shares, or otherwise) or the
   payment  of a stock  dividend  (but  only on the  Common  Stock) or any other
   increase or decrease  in the number of such Shares of Common  Stock  effected
   without the receipt of  consideration  by the Company (other than Shares held
   by dissenting stockholders).

      (b) Change in Control.  All  outstanding  Awards shall become  immediately
   exercisable in the event of a change in control or imminent change in control
   of the Company. In the event of such

                                        6

<PAGE>



   a change in control or imminent change in control, the Optionee shall, at the
   discretion of the Board or the  Committee,  be entitled to receive cash in an
   amount  equal to the fair  market  value of the Common  Stock  subject to any
   Incentive or Non-qualified Stock Option over the Option Price of such Shares,
   in exchange  for the  surrender of such Options by the Optionee on that date.
   For  purposes of this  Section 13,  "change in control"  shall mean:  (i) the
   execution of an agreement for the sale of all, or a material portion,  of the
   assets of the Company;  (ii) the  execution  of an agreement  for a merger or
   recapitalization of the Company or any merger or recapitalization whereby the
   Company  is not the  surviving  entity;  (iii) a  change  of  control  of the
   Company,  as otherwise  defined or determined by the State Board of Financial
   Institutions  pursuant  to the  laws  of the  State  of  South  Carolina,  or
   regulations  promulgated  by  it;  or  (iv)  the  acquisition,   directly  or
   indirectly,  of the beneficial  ownership (within the meaning of that term as
   it is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the
   rules  and  regulations  promulgated  thereunder)  of  25%  or  more  of  the
   outstanding voting securities of the Company by any person,  trust, entity or
   group.  This  limitation  shall  not  apply  to the  purchase  of  shares  by
   underwriters  in connection  with a public  offering of Company stock, or the
   purchase of shares of up to 25% of any class of  securities of the Company by
   a  tax  qualified  employee  stock  benefit  plan  of  the  Company  or  to a
   transaction   which  forms  a  holding  company  for  the  Company,   if  the
   shareholders  of  the  Company  own  substantially  the  same   proportionate
   interests  of  the  stock  of  the  holding  company   immeiately  after  the
   transaction except for changes caused by the exercise of dissenter's  rights.
   The term  "person"  refers to an individual  or a  corporation,  partnership,
   trust,  association,  joint venture,  pool,  syndicate,  sole proprietorship,
   unincorporated  organization  or any other  form of entity  not  specifically
   listed herein.  For purposes of this Section 13, "imminent change in control"
   shall refer to any offer or announcement,  oral or written,  by any person or
   persons acting as a group, to acquire  control of the Company.  Whether there
   is an  imminent  change in control  shall be  determined  by the Board or the
   Committee.  The decision of the Board or the Committee as to whether a change
   in control or imminent change in control has occurred shall be conclusive and
   binding.

      (c)  Cancellation  and Payment  for Options in the Event of  Extraordinary
   Corporate  Action.  Subject to any required action by the stockholders of the
   Company,  in the event of any change in  control,  recapitalization,  merger,
   consolidation,  exchange of shares, spin-off,  reorganization,  tender offer,
   liquidation or other  extraordinary  corporate  action or event, the Board or
   the  Committee,  in its  sole  discretion,  shall  have the  power,  prior or
   subsequent to such action or event to:

         (i)  cancel  any or  all  previously  granted  Options,  provided  that
      consideration  is paid  to the  Optionee  in  connection  therewith  which
      consideration  is  sufficient  to  put  the  Optionee  in as  favorable  a
      financial  position  as he would  have  been if the  options  had not been
      cancelled; and/or

         (ii)  subject  to  Section  13(a)  and  (b)  above,   make  such  other
      adjustments in connection with the Plan as the Board or the Committee,  in
      its sole discretion, deems necessary, desirable, appropriate or advisable;
      provided,  however,  that no action shall be taken by the Committee  which
      would cause Incentive  Stock Options granted  pursuant to the Plan to fail
      to meet the requirements of Section 422 of the Code.

   Except as expressly  provided in Sections 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.

      (d)  Acceleration.  The Board or the Committee shall at all times have the
   power to accelerate the exercise date of Options previously granted under the
   Plan.

   14. Time of Granting  Options.  The date of grant of an Option under the Plan
shall,  for all purposes,  be the date on which the Board or the Committee makes
the determination to grant such Option. Notice of the determination of the grant
of an Option shall be given to each individual to whom an Option

                                        7

<PAGE>



is so granted  within a  reasonable  time after the date of such grant in a form
determined by the Board or the Committee.

   15.  Effective  Date.  The Plan shall become  effective  upon adoption by the
Board of Directors.  Options may be granted prior to ratification of the Plan by
the  stockholders  of the Company if the  exercise of such Options is subject to
such stockholder ratification.

   16. Approval by  Stockholders.  The Plan shall be approved by stockholders of
the  Company  within  twelve  months  before or after the date the Plan  becomes
effective.

   17. Modification of Options. At any time and from time to time, the Board may
or may  authorize  the  Committee  to  direct  the  execution  of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or  benefit  which  could  not be  conferred  on him by the grant of a new
Option at such time, or shall not materially  decrease the  Optionee's  benefits
under the Option  without  the  consent of the holder of the  Option,  except as
otherwise permitted under Section 18 hereof.  Notwithstanding anything herein to
the  contrary,  the Board or the  Committee  shall have the  authority to cancel
outstanding  Options with the consent of the Optionee and to reissue new Options
at a lower exercise price, (provided,  however, the exercise price for Incentive
Stock  Options  shall in no event be less  than the then fair  market  value per
share of Common  Stock),  in the event that the fair  market  value per share of
Common  Stock at any time prior to the date of exercise of  outstanding  Options
falls below the exercise price of such Options.

   18. Amendment and Termination of the Plan.

      (a) Action by the Board.  The Board may alter,  suspend or discontinue the
   Plan, except that no action of the Board may increase (other than as provided
   in Section 13 hereof) the maximum  number of Shares  permitted to be optioned
   under the Plan,  materially  increase the benefits  accruing to  Participants
   under the Plan or materially  modify the  requirements  for  eligibility  for
   participation in the Plan unless such action of the Board shall be subject to
   approval or ratification by the stockholders of the Company.

      (b)  Change  in  Applicable  Law.   Notwithstanding  any  other  provision
   contained in the Plan,  in the event of a change in any federal or state law,
   rule or  regulation  which  would  make  the  exercise  of all or part of any
   previously  granted Incentive and/or  Non-qualified  Stock Option unlawful or
   subject the Company to any  penalty,  the  Committee  may  restrict  any such
   exercise without the consent of the Optionee or other holder thereof in order
   to comply with any such law, rule or regulation or to avoid any such penalty.

   19.  Conditions  Upon  Issuance  of Shares.  Shares  shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

   The inability of the Company to obtain  approval from any regulatory  body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares  hereunder  shall relieve the Company of any liability in
respect of the non-issuance or sale of such Shares.

   As a  condition  to the  exercise  of an Option,  the Company may require the
person exercising the Option to make such  representations and warranties as may
be necessary to assure the  availability  of an exemption from the  registration
requirements of federal or state securities law.


                                        8

<PAGE>



   20.  Reservation  of Shares.  During the term of the Plan,  the Company  will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

   21.  Unsecured  Obligation.  No  Participant  under the Plan  shall  have any
interest  in any fund or special  asset of the  Company by reason of the Plan or
the grant of any  Incentive or  Non-qualified  Stock  Option under the Plan.  No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-qualified Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any Participant.

   22.  Withholding  Tax.  The  Company  shall have the right to deduct from all
amounts paid in cash with respect to the cashless  exercise of Options under the
Plan  any  taxes  required  by law to be  withheld  with  respect  to such  cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the exercise of an Option  pursuant to the Plan,  the Company  shall
have the  right to  require  the  Participant  or such  other  person to pay the
Company the amount of any taxes  which the Company is required to withhold  with
respect to such Shares, or, in lieu thereof,  to retain, or sell without notice,
a number of such Shares sufficient to cover the amount required to be withheld.

   23.  Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the State of South Carolina,  except to the extent that federal
law shall be deemed to apply.

   24.  Compliance With Rule 16b-3.  With respect to persons to whom options are
granted  hereunder who are subject to Section 16 of the Securities  Exchange Act
of 1934: (i) this Plan is intended to comply with all  applicable  conditions of
Rule   16b-3   or   its   successors,    (ii)   all    transactions    involving
insider-participants  are subject to such  conditions are expressly set forth in
the  Plan,  and  (iii)  any  provision  of the  Plan  or  action  by the  Plan's
administrators  that is contrary to a condition of Rule 16b-3 shall not apply to
insider-participants.


                                        9