Exhibit 4.12

                             COX TECHNOLOGIES, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement"), dated as of
the 16th day of June, 2000, is by and between Cox Technologies, Inc., an Arizona
corporation (the "Company"), and the undersigned (the "Optionee"):

     WHEREAS,  the Board of  Directors  of the  Company  (the  "Board")  and the
Company's Compensation Committee (the "Compensation  Committee") have determined
that it is in the best interest of the Company to grant  Optionee  certain stock
options;

     NOW, THEREFORE, in consideration of the promises,  covenants and agreements
contained  herein,  the parties hereto hereby  mutually  covenant,  contract and
agree as follows:

     1. GRANT OF OPTION.  The Company hereby grants to the Optionee an option to
purchase a total of 50,000 shares of Common Stock of the Company (the  "Shares")
at an  exercise  price of $1.10  per share  (the  "Option").  The  Option is not
intended  to be an  incentive  stock  option  described  in  section  422 of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  and  this  Option
Agreement shall be construed to implement that intent.

     2. VESTING OF OPTION.

          (a) Subject to such  limitations  and  restrictions as are provided in
     this Option Agreement, the Option shall be exercisable on July 1, 2000 with
     respect to 15,000 of the Shares, shall become exercisable for an additional
     15,000 of the Shares on October 1, 2000, and shall become  exercisable  for
     the remaining 20,000 of the Shares on January 1, 2001.

          (b) Notwithstanding  Section 2(a), any Shares that have not yet become
     vested as of a Change of Control shall  immediately  vest as of the date on
     which such Change of Control occurs.

          (c) "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  Option  Agreement,  "Group"  means any  individual,
          entity or group within the meaning of Section  13(d)(3) or 14(d)(2) of
          the  Securities   Exchange  Act  of  1934,  as  amended  (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 date of this Option Agreement (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

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          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
          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.

          (d) The  Company  has no  obligation  to  provide  you with any notice
     concerning  when  this  Option  will  become   exercisable,   cease  to  be
     exercisable or expire.  It shall be your  responsibility to be aware of the
     provisions contained in this Section 2.

     3. EXPIRATION DATE. The Optionee's rights under this Option Agreement shall
expire on June 15, 2005 (the "Expiration Date").

     4. METHOD OF EXERCISE. The Option shall be exercised by the tender of cash,
or, at the  discretion  of the  Company,  by delivery of shares of Common  Stock
already  owned by  Optionee  or a  combination  of cash or such shares of Common
Stock,  or through such other means that the Company  determines are acceptable,
and  delivery  to the  Company at its  principal  place of business of a written
notice of exercise,  at least five (5) days prior to the date of  exercise.  The
written notice must:

          (a) State the  election  to exercise  the Option,  the number of whole
     Shares with respect to which the Option is being  exercised  (which may not
     be less  than  ten  thousand  (10,000)  Shares,  unless  the  number  being
     exercised  is the  balance  of the number of Shares  that may be  exercised
     under the Option), the method of exercise elected by the Optionee,  and the
     name,  address,  and social security number of the person in whose name the
     stock certificate for such Shares is to be registered;

          (b) be signed by the person  entitled to exercise  the Option,  and if
     the  Option is being  exercised  by any  person or  persons  other than the
     Optionee,  be accompanied  by proof,  satisfactory  to the Company,  of the
     right of such person or persons to exercise the Option; and

          (c) be delivered by hand or by registered or certified  mail,  postage
     pre-paid,  return receipt requested, to the Company's principal place of or
     to such other  location as may be  specified in writing by the Company from
     time to time.

Within  ten  (10)  days  after  the  Company  receives  such  notice  in a  form
satisfactory  to the Company and the  acceptance  of payment,  the Company shall
deliver  to  the  Optionee  a  certificate  representing  the  Shares  purchased
hereunder.  Notwithstanding the foregoing, the Company may delay delivery of the
certificate  for Shares  purchased  hereunder  until (i) the  admission  of such
shares to listing on any stock  exchange on which the shares may then be listed,
(ii)  receipt  of  any  required  representation  by you  or  completion  of any
registration  or other  qualification  of such shares under any state or federal
law or  regulation  that the Company's  counsel shall  determine as necessary or
advisable,  or (iii)  receipt  by the  Company  of  advice by  counsel  that all
applicable legal  requirements  have been complied with and that delivery of the
certificate  will not adversely affect the federal or state income tax treatment
of the Company.  As a condition of exercising the Option, you may be required to

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execute a customary written  indication of your investment intent and such other
agreements  as the Company  deems  necessary or  appropriate  to comply with any
applicable laws or regulations.

     5. OTHER RESTRICTIONS. The Optionee shall not be entitled to the privileges
of stock  ownership of any Shares  subject to the Option until payment  therefor
has been made in full as provided in the Option.  An Option may be exercised and
certificates  for Shares may be delivered  hereunder only in compliance with all
applicable federal and state laws and regulations.  Any Share certificate issued
to  evidence  Shares  for which the Option is  exercised  may bear  legends  and
statements  the Company deems  advisable to assure  compliance  with federal and
state laws and regulations and this Option Agreement.

     6. WITHHOLDING.  Optionee agrees to pay, or make arrangements  satisfactory
to the Company regarding payment of applicable withholding taxes on the exercise
of the Option.

     7.  TRANSFERABILITY OF OPTION. The Option is not transferable by you (other
than  by will or by the  laws  of  descent  and  distribution)  and,  except  as
otherwise stated in this Option Agreement, may be exercised during your lifetime
only by you.

     8. NOT AN EMPLOYMENT CONTRACT. Neither this Option Agreement nor the Option
confers  upon you any right to  continue as an employee of the Company or limits
in any respect the right of the Company or any of its  affiliates  to  terminate
your employment.  This Option does not guarantee you employment with the Company
during the period in which it is in effect.

     9. PURPOSE OF THE OPTION. This Option is granted solely in consideration of
your  performance  of future  services  for the  Company.  This Option is not an
employment agreement,  and shall not be construed as providing  compensation for
any services that you may have rendered to the Company prior to the date of this
Option Agreement.

     10.  BINDING  EFFECT.  This  Agreement  shall be  binding  upon the  heirs,
executors, administrators and successors of the parties hereto.

     11.  APPLICABLE LAW. This Option Agreement shall be construed under and the
relationship  between the parties  determined in accordance with the laws of the
State of North Carolina  applicable to contracts made and to be performed in the
State of North  Carolina,  without  reference  to the  laws of any  other  state
through any principles concerning choice or conflict of laws.

     12.  CONSTRUCTION.  The  unenforceability or invalidity of any provision of
this Option  Agreement  shall not affect the  enforceability  or validity of any
other  provision.  The parties may sign separate copies of this Option Agreement
which,  taken  together,  will be deemed to constitute a valid  agreement.  This
Option Agreement may be signed in counterparts,  each of which will be deemed an
original  and all of which  will  constitute  one and the same  agreement.  This
Option Agreement sets forth the entire understanding of the parties with respect
to the subject matter hereof.

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     IN WITNESS WHEREOF,  the parties hereto have executed this Option Agreement
effective as of the day and year first above written.


                                        COX TECHNOLOGIES, INC.

                                        /s/ James L. Cox
                                        ----------------------------------------
                                        James L. Cox
                                        Chairman, President and Chief Executive
                                        Officer


                                        OPTIONEE:

                                        /s/ Jack G. Mason
                                        ----------------------------------------
                                        Jack G. Mason

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