EXHIBIT 4.1
                             COX TECHNOLOGIES, INC.

                            2000 STOCK INCENTIVE PLAN


     1. PURPOSE. The purpose of the 2000 Stock Incentive Plan (the "Plan") is to
further the long term stability and financial success of Cox Technologies,  Inc.
and its  Subsidiaries  (collectively  the "Company") by attracting and retaining
employees and  consultants  through the use of  stock-based  incentives,  and to
provide non-employee members of the Board of Directors of Cox Technologies, Inc.
with an  additional  incentive  to promote  the  success of the  Company.  It is
believed that  ownership of Company  Common Stock will  stimulate the efforts of
those employees,  consultants and non-employee directors upon whose judgment and
interests  the  Company  are and will be largely  dependent  for the  successful
conduct of its business.  It is also believed that  Incentive  Awards granted to
employees under this Plan will  strengthen  their desire to remain employed with
the Company and will further the  identification  of employees'  interests  with
those of the  Company.  The Plan is intended to operate in  compliance  with the
provisions of Securities and Exchange Commission Rule 16b-3.

     2. DEFINITIONS.  As used in the Plan, the following terms have the meanings
indicated:

          (a) "ACT" means the Securities Exchange Act of 1934, as amended.

          (b)  "APPLICABLE  WITHHOLDING  TAXES"  means the  aggregate  amount of
     federal,  state and local  income and  payroll  taxes  that the  Company is
     required by  applicable  law to withhold  in  connection  with any lapse of
     restrictions  on Restricted  Stock or any exercise of a Nonstatutory  Stock
     Option or Stock Appreciation Right.

          (c) "BOARD" means the Board of Directors of the Cox Technologies, Inc.

          (d) "Change OF CONTROL"  means the  occurrence of any of the following
     events:

               (i) The acquisition by a Group of Beneficial  Ownership of 50% or
          more of the  Common  Stock or the  Voting  Power of the  Company,  but
          excluding for this purpose:  (A) any  acquisition by the Company or an
          employee  benefit plan of the Company;  or (B) any acquisition of then
          outstanding Common Stock by management  employees of the Company.  For
          purposes of this  Section,  "Group"  means any  individual,  entity or
          group  within the meaning of Section  13(d)(3) or 14(d)(2) of the Act,
          "Beneficial Ownership" has the meaning in Rule 13d-3 promulgated under
          the Act, and "Voting  Power"  means the  combined  voting power of the
          outstanding  voting  securities  entitled  to  vote  generally  in the
          election of directors.

               (ii) Individuals who constitute the Board on the date immediately
          after the  effective  date set  forth in  Section  12 (the  "Incumbent
          Board") cease to constitute at least a majority of the Board, provided
          that any director  whose  nomination was approved by a majority of the
          Incumbent  Board shall be considered a member of the  Incumbent  Board
          unless such individual's initial assumption of office is in connection
          with an actual or threatened  election contest (as such terms are used
          in Rule 14a-11 of Regulation 14A promulgated under the Act).

               (iii)  Approval  by  the   shareholders   of  the  Company  of  a
          reorganization,  merger or  consolidation,  in each case, in which the
          owners of more  than 50% of the  Common  Stock or Voting  Power of the
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          Company   do   not,   following   such   reorganization,   merger   or
          consolidation, beneficially own, directly or indirectly, more than 50%
          of the Common Stock or Voting Power of the corporation  resulting from
          such reorganization, merger or consolidation.

               (iv) A complete  liquidation  or dissolution of the Company or of
          its  sale or  other  disposition  of all or  substantially  all of the
          Company's assets.

          (e) "CODE" means the Internal Revenue Code of 1986, as amended.

          (f)  "COMMITTEE"  means  the  Compensation  Committee  of  the  Board,
     provided  that,  if any member of the  Compensation  Committee  does not or
     would not qualify as both an outside  director for purposes of Code section
     162(m) and a  non-employee  director for purposes of Rule 16b-3,  the Board
     shall designate the remaining  members of the  Compensation  Committee (but
     not less than two members) as a subcommittee of the Compensation  Committee
     to act as the Compensation Committee for purposes of the Plan.

          (g) "COMMON STOCK" means common stock of Cox Technologies, Inc. In the
     event of a change in the capital  structure of Cox  Technologies,  Inc. (as
     provided in Section 14), the shares  resulting  from such a change shall be
     deemed to be Common Stock within the meaning of the Plan.

          (h)  "COMPANY"  means Cox  Technologies,  Inc,  and, if the context so
     requires, any of its Subsidiaries.

          (i) "DATE OF GRANT"  means the date on which the  Committee  grants an
     Incentive Award.

          (j) "DISABILITY" or "DISABLED" means, as to an Incentive Stock Option,
     a disability within the meaning of Code section  22(e)(3).  As to all other
     Incentive Awards, the Committee shall determine whether a Disability exists
     and such determination shall be conclusive.

          (k)  "ELIGIBLE  DIRECTOR"  means a member  of the  Board who is not an
     employee of the Company.

          (l) "FAIR MARKET VALUE" means, as of any date, the value of a share of
     Common Stock, determined as follows:

               (i) if such Common  Stock is then  quoted on the Nasdaq  National
          Market, its closing price on the Nasdaq National Market on the date of
          determination, as reported in The Wall Street Journal;

               (ii) if such Common Stock is then listed on a national securities
          exchange,  its  closing  price  on the  date of  determination  on the
          principal  national  securities  exchange on which the Common Stock is
          listed or admitted to trading, as reported in The Wall Street Journal;

               (iii) if such Common  Stock is not quoted on the Nasdaq  National
          Market nor  listed or  admitted  to  trading on a national  securities
          exchange,  the average of the closing bid and asked prices on the date
          of  determination,  as reported in The Wall Street  Journal or by such
          other source as the Committee may determine to be reliable;

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               (iv) if none of the foregoing is applicable,  by the Committee in
          good faith.

         (m)  "INCENTIVE  AWARD"  means,  collectively,  an award of  Restricted
     Stock, an Option, or a Stock Appreciation Right granted under the Plan.

         (n)  "INCENTIVE  STOCK  OPTION"  means an Option  intended  to meet the
     requirements  of, and qualify for  favorable  federal  income tax treatment
     under, Code section 422.

         (o) "MATURE  SHARES"  means shares of Common Stock for which the holder
     thereof has good title,  free and clear of all liens and  encumbrances  and
     which such holder either (i) has held for at least six months,  or (ii) has
     purchased on the open market.

        (p)  "NONSTATUTORY  STOCK OPTION" means an Option that does not meet the
    requirements  of Code section 422, or, even if meeting the  requirements  of
    Code section 422, is not intended to be an Incentive  Stock Option and is so
    designated.

         (q) "OPTION"  means a right to purchase  Common Stock granted under the
     Plan, at a price determined in accordance with the Plan.

         (r)  "Participant"  means any  employee of the Company who  receives an
     Incentive Award under the Plan, or any Eligible  Director or consultant who
     receives a Nonstatutory Stock Option under the Plan.

         (s)  "RESTRICTED  STOCK" means Common Stock  awarded upon the terms and
     subject to the restrictions set forth in Section 11.

         (t) "RULE  16B-3"  means  Rule  16b-3 of the  Securities  and  Exchange
     Commission promulgated under the Act. A reference in the Plan to Rule 16b-3
     shall   include  a  reference   to  any   corresponding   rule  (or  number
     redesignation)  of any amendments to Rule 16b-3 enacted after the effective
     date of the Plan's adoption.

         (u) "Stock  APPRECIATION  RIGHT" means a right to receive  amounts from
     the Employer granted under Section 8.

         (v)  "SUBSIDIARY"  means any  corporation  of which the Company owns at
     least 50 percent of the  combined  voting  power of all classes of stock or
     which  is in a chain  of  corporations  with the  Company  in  which  stock
     possessing  at least 50% of the  combined  voting  power of all  classes of
     stock is owned by one or more corporations in the chain.

         (w)  "TAXABLE  YEAR"  means the fiscal  period  used by the Company for
     reporting taxes on income under the Code.

     3. GENERAL.  The following  types of Incentive  Awards may be granted under
the Plan:  Options,  Stock  Appreciation  Rights or  Restricted  Stock.  Options
granted to  employees  may be  Incentive  Stock  Options or  Nonstatutory  Stock
Options.  Options granted to Eligible  Directors may only be Nonstatutory  Stock
Options.

     4. STOCK.  Subject to Section 14 of the Plan,  there shall be reserved  for
issuance under the Plan an aggregate of 8,000,000 shares of Common Stock,  which
shall be authorized,  but unissued shares.  Shares allocable to Incentive Awards
or portions  thereof  granted  under the Plan that  expire,  are  forfeited,  or

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otherwise  terminate  unexercised  may again be subjected to an Incentive  Award
under the Plan.  The  Committee  is expressly  authorized  to grant an Incentive
Award to a  Participant  conditioned  upon the  surrender  for  cancellation  of
Incentive Awards previously  granted to such  Participant.  No more than 800,000
shares of Common  Stock may be  allocated  to the Options or Stock  Appreciation
Rights that are granted to any individual  Participant who is an employee during
any single Taxable Year.  For purposes of determining  the number of shares that
are available for Incentive Awards under the Plan, such number shall include the
number of shares  under an  Incentive  Award  surrendered  by a  Participant  or
retained by the Company in payment of Applicable Withholding Taxes.

     5. ELIGIBILITY.

          (a) All present and future  employees and  consultants  of the Company
     whom the Committee determines to have contributed or who can be expected to
     contribute  significantly  to the  Company  shall be  eligible  to  receive
     Incentive  Awards under the Plan.  The  Committee  shall have the power and
     complete  discretion,  as  provided  in  Section  15,  to  select  eligible
     employees and consultants to receive Incentive Awards, and to determine for
     each employee or  consultant  the terms and  conditions,  the nature of the
     award,  and the  number of  shares  to be  allocated  to each  employee  or
     consultant as part of each Incentive Award. In addition, Eligible Directors
     shall be eligible to receive automatic awards of Nonstatutory Stock Options
     pursuant to Section 7.

          (b) The grant of an Incentive  Award shall not obligate the Company to
     pay an employee or consultant any  particular  amount of  remuneration,  to
     continue  the  employment  of the  employee or the contract of a consultant
     after the grant or to make further grants to the employee or the consultant
     at any time thereafter.

     6. OPTIONS.

          (a) The  Committee  may make grants of Options to eligible  employees,
     and may make grants of Nonstatutory Stock Options to consultants.  Whenever
     the Committee  deems it appropriate to grant Options,  written notice shall
     be given to the Participant  stating the number of shares for which Options
     are granted,  the Option price per share, whether the Options are Incentive
     Stock  Options or  Nonstatutory  Stock  Options,  the extent to which Stock
     Appreciation  Rights  are  granted  (as  provided  in  Section  8), and the
     conditions to which the grant and exercise of the Options are subject. This
     notice,  when duly accepted in writing by the  Participant,  shall become a
     stock  option  agreement.  The  Committee  may  delegate  to the  Executive
     Committee  of the  Company's  officers  the  authority  to select  eligible
     employees  to  receive  Options,  to  determine  the time or times at which
     Options will be awarded to eligible  employees  and to determine  the terms
     and conditions of such Options, except to the extent that such a delegation
     would prevent  compliance with Rule 16b-3, Code section 162(m) or any other
     section of the Code, or other  applicable law or regulation.  Actions taken
     by the  Executive  Committee of the Company's  officers  pursuant to such a
     delegation of authority  shall be subject to ratification by the Committee.
     In the event that the Executive  Committee  ceases to exist, the delegation
     described above may be made to the President of the Company.

          (b) The exercise  price of shares of Common Stock covered by an Option
     shall be not less than 85% of the Fair  Market  Value of such shares on the
     Date of Grant, provided,  however, that the exercise price of any Incentive
     Stock Option granted under the Plan shall not be less than 100% of the Fair
     Market  Value of such  Common  Stock on the Date of Grant  (or 110% of Fair
     Market Value in the case of a grant to a 10%  shareholder  (as that term is
     defined in Code section 422)).

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          (c) Options may be  exercised in whole or in part at such times as may
     be specified by the Committee in the Participant's  stock option agreement;
     provided that, the exercise provisions for Incentive Stock Options shall in
     all events not be more liberal than the following provisions:

               (i) No Incentive Stock Option may be exercised after the first to
          occur of (x) ten  years  from  the Date of  Grant,  (y)  three  months
          following the date of the  Participant's  retirement or termination of
          employment  with all Employers  for reasons  other than  Disability or
          death,  or (z)  one  year  following  the  date  of the  Participant's
          termination of employment on account of Disability or death.

               (ii) An Incentive Stock Option by its terms, shall be exercisable
          in any calendar year only to the extent that the aggregate Fair Market
          Value  (determined  at the Date of Grant)  of the  Common  Stock  with
          respect to which Incentive Stock Options are exercisable for the first
          time  during  the  calendar   year  does  not  exceed   $100,000  (the
          "Limitation  Amount").  Incentive Stock Options granted under the Plan
          and all other plans of the Company shall be aggregated for purposes of
          determining  whether  the  Limitation  Amount has been  exceeded.  The
          Committee  may impose such  conditions as it deems  appropriate  on an
          Incentive  Stock Option to ensure that the  foregoing  requirement  is
          met. If Incentive  Stock  Options that first become  exercisable  in a
          calendar year exceed the Limitation Amount, the excess Options will be
          treated as Nonstatutory Stock Options to the extent permitted by law.

          (d) The  Committee  may  impose  such  vesting  conditions  and  other
     requirements  as the  Committee  deems  appropriate,  and the Committee may
     include such provisions  regarding Change of Control as the Committee deems
     appropriate.

     7. NONSTATUTORY STOCK OPTIONS FOR ELIGIBLE DIRECTORS.

          (a) Nonstatutory  Stock Options shall  automatically be granted to all
     Eligible Directors as follows:

               (i) As of November 3, 2000 each Eligible Director as of that date
          shall receive a Nonstatutory  Stock Option to purchase 7,500 shares of
          Common Stock.

               (ii) As of each  annual  meeting  of the Board  thereafter,  each
          Eligible  Director as of that date shall receive a Nonstatutory  Stock
          Option to purchase 7,500 shares of Common Stock.

               (iii)  Each  Eligible  Director  who first  becomes  an  Eligible
          Director  after  November 3, 2000 shall receive a  Nonstatutory  Stock
          Option to purchase a number of shares of Common Stock to be determined
          by the Board in its  discretion  as of the date on which the  Eligible
          Director  first  becomes an  Eligible  Director  and shall be eligible
          thereafter to receive the grants described in subsection (ii) above.

               (iv) If at any time  there are not  sufficient  shares  available
          under the Plan to  permit  the  automatic  Nonstatutory  Stock  Option
          grants described above, the Nonstatutory  Stock Option grants shall be
          reduced  pro rata (to zero,  if  necessary)  so as not to  exceed  the
          number of shares available under the Plan.

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          (b) The  exercise  price  of  shares  of  Common  Stock  covered  by a
     Nonstatutory  Stock  Option shall be equal to 100% of the Fair Market Value
     of such shares on the Date of Grant.

          (c) Each Nonstatutory  Stock Option shall be exercisable in accordance
     with the  provisions  of  Section  9 and may not be  exercised  before  the
     shareholders of the Company approve the Plan.

          (d) A  Nonstatutory  Stock  Option  may only be  exercised  while  the
     Eligible Director is a member of the Board, except that:

               (i) If an  Eligible  Director  ceases to be a member of the Board
          after he attains age 70 or on account of his Disability or death,  the
          Eligible  Director  (or his legatees or  distributees  or the personal
          representative   of  his  estate)   may   exercise   any   outstanding
          Nonstatutory  Stock Options until the first occur of (x) the date that
          is one year after the Eligible  Director  ceases to be a member of the
          Board or (y) the date that is ten years after the Date of Grant.

               (ii) If an Eligible  Director  ceases to be a member of the Board
          for any reason other than one described in subsection  (i) above,  the
          Eligible  Director  may exercise his  outstanding  Nonstatutory  Stock
          Options until the first to occur of (x) the date that is 90 days after
          the  Eligible  Director  ceases to be a member of the Board or (y) the
          date that is ten years after the Date of Grant.

               (iii) If an Eligible Director dies after he ceases to be a member
          of the Board,  but within the time period during which his outstanding
          Nonstatutory Stock Options may be exercised,  the Eligible  Director's
          outstanding  Nonstatutory  Stock  Options  may  be  exercised  by  his
          legatees or distributees or the personal  representative of his estate
          within the applicable time period described above.

          (e) Each  Nonstatutory  Stock  Option  shall be evidenced by a written
     agreement  in such form as the Board shall from time to time approve and as
     shall be consistent with the terms of the Plan.

     8. STOCK APPRECIATION RIGHTS.

          (a) Whenever the Committee  deems it appropriate,  Stock  Appreciation
     Rights may be granted to an eligible employee.  Stock  Appreciation  Rights
     may be  granted  in  connection  with all or any part of an  Option or in a
     separate Incentive Award.

          (b) The following  provisions apply to all Stock  Appreciation  Rights
     that are granted in connection with Options:

               (i) Stock Appreciation Rights shall entitle the Participant, upon
          exercise  of all or any  part of the  Stock  Appreciation  Rights,  to
          surrender to the Company  unexercised  that portion of the  underlying
          Option  relating  to the same  number of shares of Common  Stock as is
          covered by the Stock Appreciation  Rights (or the portion of the Stock
          Appreciation  Rights so exercised) and to receive in exchange from the
          Company an amount  equal to the excess of (x) the Fair Market Value on
          the date of exercise of the Common  Stock  covered by the  surrendered
          portion of the  underlying  Option over (y) the exercise  price of the
          Common  Stock  covered by the  surrendered  portion of the  underlying
          Option.  The Committee may limit the amount that the Participant  will
          be entitled to receive upon exercise of Stock Appreciation Rights.

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               (ii)  Upon  the  exercise  of  a  Stock  Appreciation  Right  and
          surrender of the related portion of the underlying Option, the Option,
          to the extent surrendered, shall not thereafter be exercisable.

               (iii) Subject to any further  conditions upon exercise imposed by
          the Committee, a Stock Appreciation Right shall be exercisable only to
          the  extent  that  the  related  Option  is  exercisable  and a  Stock
          Appreciation  Right  shall  expire no later than the date on which the
          related Option expires.

               (iv) A Stock  Appreciation  Right may only be exercised at a time
          when the Fair Market  Value of the Common  Stock  covered by the Stock
          Appreciation  Right  exceeds the  exercise  price of the Common  Stock
          covered by the underlying Option.

          (c) The following  provisions apply to all Stock  Appreciation  Rights
     that are not granted in connection with Options:

               (i) Stock Appreciation Rights shall entitle the Participant, upon
          exercise  of all or any  part of the  Stock  Appreciation  Rights,  to
          receive in exchange  from the Company an amount equal to the excess of
          (x) the Fair Market  Value on the date of exercise of the Common Stock
          covered by the surrendered Stock Appreciation Right over (y) the price
          of the  Common  Stock on the Date of Grant of the  Stock  Appreciation
          Right. The Committee may limit the amount that the Participant will be
          entitled to receive upon exercise of Stock Appreciation Rights.

               (ii) A Stock  Appreciation  Right may only be exercised at a time
          when the Fair Market  Value of the Common  Stock  covered by the Stock
          Appreciation  Right  exceeds the Fair Market Value of the Common Stock
          on the Date of Grant of the Stock Appreciation Right.

          (d) The  manner in which the  Company's  obligation  arising  upon the
     exercise of a Stock Appreciation Right shall be paid shall be determined by
     the Committee and shall be set forth in the Incentive  Award. The Incentive
     Award  may  provide  for  payment  in  Common  Stock  or  cash,  or a fixed
     combination of Common Stock or cash, or the Committee may reserve the right
     to determine the manner of payment at the time the Stock Appreciation Right
     is  exercised.  Shares of Common  Stock issued upon the exercise of a Stock
     Appreciation  Right shall be valued at their Fair Market  Value on the date
     of exercise.

          (e)  Stock  Appreciation  Rights  shall  be  evidenced  by  a  written
     agreement in such form as the Committee shall from time to time approve and
     as shall be consistent with the terms of the Plan.

     9. METHOD OF EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS.

          (a)  Options and Stock  Appreciation  Rights may be  exercised  by the
     Participant  giving written notice of the exercise to the Company,  stating
     the number of shares the  Participant  has  elected to  purchase  under the
     Option or the  number of Stock  Appreciation  Rights  the  Participant  has
     elected to exercise. In the case of the purchase of shares under an Option,
     such notice shall be effective only if accompanied by the exercise price in
     full in cash; provided,  however, that if the terms of an Option so permit,

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     the  Participant may (i) deliver Mature Shares (valued at their Fair Market
     Value) in  satisfaction  of all or any part of the exercise  price, or (ii)
     deliver a properly  executed  exercise  notice  together  with  irrevocable
     instructions to a broker to deliver promptly to the Company,  from the sale
     or loan proceeds with respect to the sale of Common Stock or a loan secured
     by Common  Stock,  the amount  necessary to pay the exercise  price and, if
     required by the terms of the Option, Applicable Withholding Taxes.

          (b) The Company may place on any certificate representing Common Stock
     issued  upon the  exercise of an Option or a Stock  Appreciation  Right any
     legend deemed desirable by the Company's  counsel to comply with federal or
     state  securities  laws,  and the Company  may require a customary  written
     indication of the Participant's  investment  intent.  Until the Participant
     has made any required payment,  including any Applicable Withholding Taxes,
     and has had issued a certificate  for the shares of Common Stock  acquired,
     he or she shall possess no shareholder rights with respect to the shares.

          (c) Each Participant  shall agree as a condition of the exercise of an
     Option  or a  Stock  Appreciation  Right  to pay to the  Company,  or  make
     arrangements  satisfactory  to the  Company  regarding  the  payment to the
     Company of, Applicable  Withholding  Taxes. Until such amount has been paid
     or  arrangements  satisfactory  to the  Company  have been  made,  no stock
     certificate  shall be issued  upon the  exercise  of an Option or cash paid
     upon the exercise of a Stock Appreciation Right.

          (d) As an  alternative  to making a cash  payment  to the  Company  to
     satisfy Applicable Withholding Taxes, if the Participant's Option agreement
     so provides, the Participant may elect to (i) deliver Mature Shares (valued
     at their Fair Market Value) or (ii) to have the Company  retain that number
     of shares of Common  Stock  (valued at their Fair Market  Value) that would
     satisfy all or a specified portion of the Applicable Withholding Taxes.

     10. TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS.  Nonstatutory
Stock Options and Stock Appreciation Rights may be transferable by a Participant
and exercisable by a person other than the  Participant,  but only to the extent
specifically provided in the Incentive Award agreement. Incentive Stock Options,
by their  terms,  shall  not be  transferable  except  by will or by the laws of
descent and  distribution  and shall be  exercisable,  during the  Participant's
lifetime, only by the Participant.

     11. RESTRICTED STOCK AWARDS.

          (a) The  Committee  may make  grants of  Restricted  Stock to eligible
     employees.  Whenever the Committee deems it appropriate to grant Restricted
     Stock,  written notice shall be given to the Participant stating the number
     of shares of Restricted Stock granted and the terms and conditions to which
     the Restricted Stock is subject.  This notice,  when accepted in writing by
     the Participant  shall become a grant agreement between the Company and the
     Participant.  Restricted  Stock  may be  awarded  by the  Committee  in its
     discretion without cash consideration.

          (b) No shares of Restricted Stock may be sold, assigned,  transferred,
     pledged,  hypothecated,  or otherwise  encumbered  or disposed of until the
     restrictions  on  such  shares  as set  forth  in the  Participant's  grant
     agreement  have lapsed or been  removed  pursuant to  paragraph  (d) or (e)
     below.

          (c) Upon the  acceptance  by a  Participant  of an award of Restricted
     Stock,  such  Participant  shall,  subject to the restrictions set forth in
     paragraph (b) above,  have all the rights of a shareholder  with respect to
     such shares of Restricted Stock,  including,  but not limited to, the right

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     to vote such  shares of  Restricted  Stock  and the  right to  receive  all
     dividends and other distributions paid thereon.  Certificates  representing
     Restricted Stock shall be issued to the Participant but shall bear a legend
     referring to the restrictions  set forth in the Plan and the  Participant's
     award agreement.

          (d) The Committee shall establish as to each award of Restricted Stock
     the terms and conditions upon which the restrictions set forth in paragraph
     (b) above  shall  lapse.  The terms and  conditions  may  include,  without
     limitation, the lapsing of such restrictions as a result of the Disability,
     death or retirement  of the  Participant  or the  occurrence of a Change of
     Control.

          (e)  Notwithstanding  the  provisions  of  paragraph  (b)  above,  the
     Committee may at any time, in its sole  discretion,  accelerate the time at
     which  any or all  restrictions  will  lapse  or  remove  any and all  such
     restrictions.

          (f) Each  Participant  shall agree at the time the Restricted Stock is
     granted,  and as a  condition  thereof,  to pay to  the  Company,  or  make
     arrangements  satisfactory  to the  Company  regarding  the  payment to the
     Company of, Applicable  Withholding  Taxes. Until such amount has been paid
     or  arrangements  satisfactory  to the  Employer  have been made,  no stock
     certificate  free of a legend  reflecting  the  restrictions  set  forth in
     paragraph (b) above shall be issued to such Participant.  As an alternative
     to making a cash payment to the Company to satisfy  Applicable  Withholding
     Taxes,  if the  grant so  provides,  the  Participant  may  elect to (i) to
     deliver  Mature Shares  (valued at their Fair Market Value) or (ii) to have
     the Company  retain that number of shares of Common Stock  (valued at their
     Fair  Market  Value) that would  satisfy all or a specified  portion of the
     Applicable Withholding Taxes.

     12.  EFFECTIVE DATE OF THE PLAN. The effective date of the Plan is November
1, 2000.  The Plan shall be  submitted  to the  shareholders  of the Company for
approval.  Until (i) the Plan has been approved by Company's  shareholders,  and
(ii) the  requirements of any applicable  Federal or State  securities laws have
been met, no Option or Stock  Appreciation Right granted under the Plan shall be
exercisable.

     13. TERMINATION, MODIFICATION, CHANGE

          (a) If not sooner  terminated by the Board,  this Plan shall terminate
     at the close of business on November 1, 2010.  No Options  shall be granted
     under the Plan after its termination.  The Board may amend or terminate the
     Plan in such respects as it shall deem advisable;  provided that, if and to
     the extent required by the Code, no change shall be made that increases the
     total  number of shares of Common Stock  reserved for issuance  pursuant to
     Incentive  Awards  granted under the Plan (except  pursuant to Section 14),
     materially modifies the requirements as to eligibility for participation in
     the Plan, or materially  increases  the benefits  accruing to  Participants
     under the Plan, unless such change is authorized by the shareholders of the
     Company.  Notwithstanding  the foregoing,  the Board may amend the Plan and
     unilaterally  amend  Incentive  Awards  as it deems  appropriate  to ensure
     compliance with applicable  federal or state securities laws or regulations
     thereunder,  or  any  applicable  Nasdaq  or  securities  exchange  listing
     requirement,  and to cause Incentive Stock Options to meet the requirements
     of the Code and regulations thereunder. Except as provided in the preceding
     sentence,  a  termination  or amendment of the Plan shall not,  without the
     consent of the  Participant,  detrimentally  affect a Participant's  rights
     under an Incentive Award previously granted to the Participant.

          (b)  Notwithstanding  the  provisions  of subsection  (a) above,  this
     subsection  (b) will  apply if the  Company  is  involved  in any merger or
     similar  transaction  that the  Company  intends to treat as a "pooling  of

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     interest" for financial reporting  purposes.  In such a case, the Committee
     may  amend the terms of any  Incentive  Award or of the Plan to the  extent
     that the Company's independent  accountants determine that such terms would
     preclude the use of "pooling of interest" accounting.  The authority of the
     Committee  to  amend  the  terms  of any  Incentive  Award  or of the  Plan
     includes, without limitation, the right (i) to rescind or suspend any terms
     that are  contingent on a Change in Control,  such as the  acceleration  of
     vesting or provisions for special  payments to an optionee or  participant;
     (ii) to modify  Incentive  Awards to comply  with  prior  practices  of the
     Company as to terms of  Incentive  Awards;  (iii) to provide for payment to
     the  Participant  of  Common  Stock  or  stock  of the  other  party to the
     transaction  equal to the fair value of the  Incentive  Award;  and (iv) to
     suspend any  provisions  for  payment of an  Incentive  Award in cash.  The
     authority  of the  Committee  under this  section may be  exercised  in the
     Committee's sole and complete discretion.

     14. CHANGE IN CAPITAL STRUCTURE.

          (a) In the event of a stock  dividend,  stock split or  combination of
     shares,  recapitalization  or merger in which the Company is the  surviving
     corporation or other change in the Company's capital stock (including,  but
     not limited to, the  creation or  issuance  to  shareholders  generally  of
     rights,  options or warrants  for the purchase of common stock or preferred
     stock of the Company), the number and kind of shares of stock or securities
     of the  Company  to be  subject to the Plan and to  Incentive  Awards  then
     outstanding  or to be granted  thereunder,  the maximum number of shares or
     securities  which may be delivered  under the Plan,  the maximum  number of
     shares or securities that can be granted to an individual Participant under
     Section 4, the  exercise  price,  the terms of  Incentive  Awards and other
     relevant provisions shall be appropriately adjusted by the Committee, whose
     determination  shall be binding on all  persons.  If the  adjustment  would
     produce  fractional  shares with  respect to any  unexercised  Option,  the
     Committee  may adjust  appropriately  the  number of shares  covered by the
     Option so as to eliminate the fractional shares.

          (b) If the Company is a party to a consolidation  or a merger in which
     the Company is not the surviving corporation, a transaction that results in
     the acquisition of substantially all of the Company's  outstanding stock by
     a single person or entity,  or a sale or transfer of  substantially  all of
     the Company's  assets,  the Committee may take such actions with respect to
     outstanding Incentive Awards as the Committee deems appropriate.

          (c)  Notwithstanding  anything  in  the  Plan  to  the  contrary,  the
     Committee  may  take the  foregoing  actions  without  the  consent  of any
     Participant,  and the  Committee's  determination  shall be conclusive  and
     binding on all persons for all purposes.

     15. ADMINISTRATION OF THE PLAN.

          (a)  Subject to the  provisions  of Section  16(b) of the Act and Rule
     16b-3, the Plan shall be administered by the Committee. The Committee shall
     have  general  authority  to impose any  limitation  or  condition  upon an
     Incentive  Award  that the  Committee  deems  appropriate  to  achieve  the
     objectives of the Incentive Award and the Plan and, without  limitation and
     in addition to powers set forth elsewhere in the Plan, shall have the power
     and complete  discretion to  determine:  (i) which  eligible  employees and
     consultants shall receive Incentive Awards and the nature of each Incentive
     Award,  (ii)  whether  all or any  part  of an  Incentive  Award  shall  be
     accelerated upon a Change of Control,  (iii) the number of shares of Common
     Stock to be covered by each Incentive Award,  (iv) whether Options shall be
     Incentive Stock Options or Nonstatutory  Stock Options,  (v) when,  whether
     and to what extent Stock  Appreciation  Rights  shall be granted,  (vi) the
     time or times when an Incentive  Award shall be granted,  (vii)  whether an

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<PAGE>
     Incentive Award shall become vested over a period of time and when it shall
     be fully vested,  (viii) when Options and Stock Appreciation  Rights may be
     exercised,  (ix) whether a Disability exists and whether a Participant that
     cannot be located shall be treated as having died,  (x) the manner in which
     payment  will be made upon the  exercise  of Options or Stock  Appreciation
     Rights,  (xi) conditions  relating to the length of time before disposition
     of Common Stock received upon the exercise of Options or Stock Appreciation
     Rights is  permitted,  (xii)  whether to  authorize  a  Participant  (A) to
     deliver  Mature Shares to satisfy  Applicable  Withholding  Taxes or (B) to
     have the Company withhold from the shares to be issued upon the exercise of
     a  Nonstatutory  Stock  Option or Stock  Appreciation  Right the  number of
     shares necessary to satisfy Applicable  Withholding Taxes, (xiii) the terms
     and conditions  applicable to Restricted Stock awards,  (xiv) the terms and
     conditions on which  restrictions  upon Restricted Stock shall lapse,  (xv)
     whether  to  accelerate  the time at  which  any or all  restrictions  with
     respect  to  Restricted  Stock  will  lapse  or be  removed,  (xvi)  notice
     provisions  relating to the sale of Common Stock  acquired  under the Plan,
     (xvii) the extent to which  information  shall be provided to  Participants
     about  available  tax  elections,  (xviii)  when  Incentive  Awards  may be
     forfeited  or expire,  and (xix) any  additional  requirements  relating to
     Incentive Awards that the Committee deems appropriate.  Notwithstanding the
     foregoing,  no "tandem stock  options"  (where two stock options are issued
     together and the  exercise of one option  affects the right to exercise the
     other option) may be issued in connection with Incentive Stock Options. The
     Committee  shall  have the power to amend the terms of  previously  granted
     Incentive  Awards that were granted by that  Committee so long as the terms
     as amended are consistent  with the terms of the Plan and provided that the
     consent of the  Participant  is obtained with respect to any amendment that
     would be  detrimental  to him or her,  except that such consent will not be
     required if such  amendment is for the purpose of complying with Rule 16b-3
     or any requirement of the Code applicable to the Incentive Award.

         (b) The Committee may adopt rules and  regulations for carrying out the
     Plan with respect to Participants.  The  interpretation and construction of
     any provision of the Plan by the Committee shall be final and conclusive as
     to any  Participant.  The Committee  may consult with  counsel,  who may be
     counsel to the Company,  and shall not incur any  liability  for any action
     taken in good faith in reliance upon the advice of counsel.

         (c) A majority  of the  members of the  Committee  shall  constitute  a
     quorum,  and all actions of the  Committee  shall be taken by a majority of
     the members present. Any action may be taken by a written instrument signed
     by all of the members,  and any action so taken shall be fully effective as
     if it had been taken at a meeting.

         (d) The  Board  from  time  to  time  may  appoint  members  previously
     appointed and may fill  vacancies,  however caused,  in the Committee.  The
     Committee  shall have, in connection with the  administration  of the Plan,
     the powers  possessed  by the Board,  including  the power to delegate to a
     subcommittee any of the  administrative  powers the Committee is authorized
     to exercise,  subject, however, to such resolutions,  not inconsistent with
     the  provisions  of the Plan,  as may be  adopted  from time to time by the
     Board.

     16. NOTICE. All notices and other  communications  required or permitted to
be given  under this Plan  shall be in writing  and shall be deemed to have been
duly given if delivered  personally or mailed first class,  postage prepaid,  as
follows (a) if to the Company - at the principal business address of the Company
to the attention of the Chief  Financial  Officer of the Company;  and (b) if to
any Participant - at the last address of the Participant  known to the sender at
the time the notice or other communication is sent.

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<PAGE>
     17. SHAREHOLDER RIGHTS. No Participant shall be deemed to be the holder of,
or to have any of the rights of a holder  with  respect to, any shares of Common
Stock  subject to an  Incentive  Award unless and until such  Participation  has
satisfied all requirements under the terms of the Incentive Award.

     18. NO  EMPLOYMENT  OR OTHER  SERVICE  RIGHTS..  Nothing in the Plan or any
instrument  executed or Incentive Award granted under the Plan shall confer upon
any  Participant  any right to continue to serve the Company in the  capacity in
effect at the time the Incentive  Award was granted or shall affect the right of
the Company to  terminate  (i) the  employment  of an  employee  with or without
notice and with or without cause,  (ii) the service of a consultant  pursuant to
the terms of an agreement with the Company,  or (iii) the service of an Eligible
Director pursuant to the bylaws of the Company and any applicable  provisions of
the corporate law of the state in which the Company is incorporated, as the case
may be.

     19. INTERPRETATION. The terms of this Plan shall be governed by the laws of
the State of North Carolina, without regard to the conflict of law provisions of
any  jurisdiction.  The terms of this Plan are subject to all present and future
regulations  and  rulings  of the  Secretary  of the  Treasury  or his  delegate
relating to the  qualification of Incentive Stock Options under the Code. If any
provision of the Plan  conflicts with any such  regulation or ruling,  then that
provision of the Plan shall be void and of no effect.

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