<PAGE>

                                                                   EXHIBIT 10.13

                                 BRAELAN CORP.

                    AMENDED AND RESTATED STOCK OPTION PLAN

                        AMENDED AS OF DECEMBER 30, 1994


SECTION 1.  Purposes; Definitions.

     The purpose of the Braelan Corp. Amended and Restated Stock Option Plan
(the "Plan") is to enable Braelan Corp. (the "Company") (i) to attract and
reward key management employees and directors of the Company and its
Subsidiaries and (ii) to strengthen the mutuality of interests between such key
management employees and directors and the Company's stockholders.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     a.   "Board" means the Board of Directors of the Company.
           -----

     b.   "Cause" means an optionee's insubordination, misconduct, dishonesty or
           -----
          gross negligence in the performance of his duties which has a material
          adverse impact on the business or reputation of the Company or its
          Subsidiaries.

     c.   "Code" means the Internal Revenue Code of 1986, as amended from time
           ----
          to time, and any successor thereto.

     d.   "Committee" means the Committee referred to in Section 2 of the Plan.
           ---------
          If at any time no Committee shall be in office, then the functions of
          the Committee specified in the Plan shall be exercised by the Board.

     e.   "Company" means Braelan Corp., a corporation organized under the laws
           -------
          of the State of Delaware, or any successor corporation.

     f.   "Disability" means disability as determined under procedures
           ----------
          established under the Dan River Inc. Group Long Term Disability
          Insurance Plan, or any successor disability plan.

     g.   "Early Retirement" means retirement from active employment with the
           ----------------
          Company and any Subsidiary after attaining age 62 and before attaining
          age 65; but only if approved by the Committee for purposes of this
          Plan.

     h.   "Executive Holder" means Joseph L. Lanier, Jr.
           ----------------
<PAGE>

     i.   "Normal Retirement" means retirement from active employment with the
           -----------------
          Company and any Subsidiary on or after attainment of age 65.

     j.   "Outstanding Common Stock" means the Class A Voting Common Stock, $.01
           ------------------------
          par value per share, and the Class B Nonvoting Common Stock, $.01 par
          value per share.

     k.   "Plan" means this Braelan Corp. Amended and Restated Stock Option
           ----
          Plan, as hereafter amended from time to  time

     l.   "Retirement" means Normal or Early Retirement.
           ----------

     m.   "Stockholder Agreement" means the Restricted Transfer Agreement, dated
           ---------------------
          September 3, 1991, among the Company and its then existing
          stockholders.

     n.   "Stock" means the Class A Voting Common Stock, $.01 par value per
           -----
          share, of the Company.

     o.   "Stock Option" or "Option" means any option to purchase shares of
           ------------      ------
          Stock granted pursuant to Section 5 below.

     p.   "Subsidiary" means any corporation (other than the Company) in an
           ----------
          unbroken chain of corporations beginning with the Company if each of
          the corporations (other than the last corporation in the unbroken
          chain) owns stock possessing 50% or more of the total combined voting
          power of all classes of stock in one of the other corporations in the
          chain.

     q.   "Voting Agreement" means that certain agreement of the same name
           ----------------
          entered into between the Company and certain of its stockholders as of
          September 3, 1991, as the same may be amended from time to time

     SECTION 2.  Administration.

     (a)  The Plan shall be administered by the Compensation Committee of the
Board.

     (b)  The Committee shall have full authority to grant Stock Options
pursuant to the terms of the Plan to directors, officers and other key
management employees eligible under Section 4. In particular, the Committee
shall have the authority:

     (i)  to select the individuals  to whom Stock Options may from time to time
          be granted hereunder;

                                       2
<PAGE>

     (ii)   to determine the number of shares to be covered by each such Stock
            Option granted hereunder and a vesting schedule, if considered
            appropriate by the Committee, with respect to each such Option; and

    (iii)   to determine whether and under what circumstances a Stock Option may
            be settled in cash instead of Stock.

     (c)    The Committee shall have the authority to adopt, alter and repeal
such rules, guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and provisions of the Plan and
any Stock Option issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.

     (d)    All decisions made by the Committee pursuant to the provisions of
the Plan shall be made in the Committee's sole discretion and shall, absent
manifest error or abuse of discretion, be final and binding on all persons,
including the Company and Plan participants.

     SECTION 3.  Stock Subject to Plan.

     (a)    With respect to Stock Options granted prior to December 30, 1994,
the total number of shares of Stock available for distribution under the Plan
shall be 3,000 shares. The Executive Holder shall contribute the Stock (the
"Executive Holder Stock") issued upon exercise of the Option, and the exercise
of the Option shall constitute the exercise of a right to acquire shares of
Stock from the Executive Holder and not the Company.

     (b)    With respect to Stock Options granted on or after December 30, 1994
(except as provided in Section 3.(c) below), the Company shall contribute the
Stock issued upon exercise of the Option from the authorized but unissued Stock
of the Company (the "Reserved Stock").

     (c)    If any Options granted hereunder shall expire or terminate without
having been exercised or otherwise settled, the shares of Stock subject to such
Options shall again be available for distribution in connection with future
Options granted under the Plan. Options replacing Options granted pursuant to
Section 3.(a) above shall, upon exercise, be settled with Executive Holder
Stock, and Options replacing Options granted pursuant to Section 3.(b) above
shall be settled with Reserved Stock.

     (d)    In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the aggregate number of shares reserved for issuance under the Plan and in the
number and option price of shares subject to outstanding Options granted under
the Plan as may be determined to be appropriate by the Committee, in its sole
discretion.

                                       3
<PAGE>

     SECTION 4.  Eligibility.

     Directors, officers and other key management employees of the Company and
its Subsidiaries who, in the judgment of the Committee in its absolute
discretion, are responsible for or contribute to the management, growth and/or
profitability of the business of the Company and its Subsidiaries are eligible
to be granted Options under the Plan.

     SECTION 5.  Stock Options.

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

     (a)  Option Prices. The option price per share of Stock purchasable under a
          -------------
Stock Option shall be as established in the discretion of the Committee.

     (b)  Option Term.  The term of each Stock Option shall be fixed by the
          -----------
Committee at the time of grant, but no Stock Option shall be exercisable after
the later of  (i) ten years and one day after the date the Option is granted, or
(ii) December 31, 2001.

     (c)  Exercisability.  Stock Options shall be exercisable at such time or
          --------------
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant If the Committee provides, in its sole discretion,
that any Stock Option is exercisable only in installments, the Committee may
waive such installment exercise provisions at any time at or after grant in
whole or in part, based on such factors as the Committee shall determine in its
sole discretion.

     (d)  Method of Exercise.  Stock Options may be exercised in accordance with
          ------------------
Section 5(c) above by giving written notice of exercise to the Company
specifying the number of shares to be purchased.

     Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept in
its sole discretion.

     No shares of Stock shall be issued until full payment therefor has been
made. No optionee shall have any rights as a stockholder with respect to shares
subject to the Option until such shares have been issued and delivered by the
Company.

     (e)  Non-Transferability of Options.  Unless approved by the Committee in
          ------------------------------
its sole discretion, no Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and during
the optionee's lifetime, all Stock Options shall be exercisable only by the

                                       4
<PAGE>

optionee.

     (f)  Termination by Death.  Subject to Section 5(c), if an optionee's
          --------------------
employment by the Company and any Subsidiary terminates by reason of death, any
Stock Option held by such optionee may be exercised, to the extent such Option
was vested at the time of death, until the later of (i) 6 months after the
optionee's death, or (ii) the earliest permissible exercise date set forth in
the Option , but in any event no later than the expiration of the stated term of
the Option, by the legal representative of the estate or by the legatee of the
optionee.

     (g)  Termination by Reason of DisabilitY.  Subject to Section 5(c), if an
          -----------------------------------
optionee's employment by the Company and any Subsidiary terminates by reason of
Disability, any Stock Option held by such optionee may be exercised by the
optionee, to the extent it was vested at the time of termination, until the
later of (i) 6 months from the date of such termination of employment or (ii)
the earliest permissible exercise date set forth in the Option , but in any
event, no later than the expiration of the stated term of such Stock Option;
provided, however, that, if the optionee dies within such period, any vested but
unexercised Stock Option held by such optionee at the time of death may be
exercised by the legal representative of the estate or by the legatee of the
optionee within the time period set forth in this subparagraph (g).

     (h)  Termination by Reason of Retirement.  Subject to Section 5(c), if an
          -----------------------------------
optionee's employment by the Company and any Subsidiary terminates by reason of
Normal or Early Retirement, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent it was vested at the time
of such termination, until the later of (i) 6 months from the date of such
termination of employment or (ii) the earliest permissible exercise date set
forth in the Option , but in any event no later than the expiration of the
stated term of such Stock Option; provided, however, that, if the optionee dies
within such period, any vested but unexercised Stock Option held by such
optionee at the time of death may be exercised by the legal representative of
the estate or by the legatee of the optionee within the time period set forth in
this subparagraph (h).

     (i)  Other Termination.
          -----------------

     (A)  If an optionee voluntarily terminates his employment with the Company
or any Subsidiary, or if the Company or any Subsidiary terminates the employment
of the optionee for Cause, all unexercised options shall be deemed to be revoked
in their entirety (whether or not vested) as of the date of such termination and
shall not become exercisable hereunder.

     (B)  If the Company or any Subsidiary terminates an optionee's employment
without Cause, subject to Section 5(c), any

                                       5
<PAGE>

Stock Option held by such optionee may thereafter be exercised by the optionee,
to the extent it was vested at the time of such termination, until the later of
(i) 6 months from the date of such termination of employment, or (ii) the
earliest permitted exercise date set forth in the Option , but in any event no
later than the expiration of the stated term of the Stock Option; provided
however, that, if the optionee dies within such period, any vested but
unexercised Stock Option held by such optionee at the time of death may be
exercised by the legal representative of the estate or by the legatee of the
optionee within the time period set forth in this subparagraph (i)(B).

     (j)  No Incentive Stock Options.  Anything in the Plan to the contrary
          --------------------------
notwithstanding, no Options granted under this Plan shall be treated as
Incentive Stock Options under Section 422A of the Code.

     (k)  Repurchase Provisions.  Subject to the requirements of Rule 16b-3 or
          ---------------------
any other relevant regulation promulgated under the Securities Exchange Act of
1934, or other applicable law, if and to the extent applicable, the Committee
may at any time offer to repurchase an Option previously granted for a payment
in cash, based on such terms and conditions as the Committee shall establish and
communicate to the optionee at the time that such offer is made.

     SECTION 6.     General Provisions.

     (a)  The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent and agree with the Company in writing
that the optionee is acquiring the shares for investment and without a view to
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restriction on transfer.

     All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, any applicable federal or state securities law,
or agreements among the Company and stockholders of the Company, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

     (b)  Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

     (c)  Neither the adoption of the Plan, nor the grant of any

                                       6
<PAGE>

Option shall be deemed to create a contract of employment or confer upon any
employee of the Company or any Subsidiary, any right to continued employment
with the Company or a Subsidiary, as the case may be, nor shall it interfere in
any way with the right of the Company or a Subsidiary to terminate the
employment of any of its employees at any time.

     (d)  No later than the date as of which an amount first becomes includible
in the gross income of the participant for federal income tax purposes with
respect to any Option under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements
and the Company and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due to
the participant.

     (e)  The Plan and all Options granted and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.

     SECTION 7.  Certain Restrictions; Committee Discretion.

     Under circumstances set forth in the Stockholder Agreement and the Voting
Agreement and as determined by the Committee, shares of Stock issued upon
exercise of Stock Options shall be subject to certain restrictions as set forth
in the Stockholder Agreement and the Voting Agreement.  The Committee, in
consultation with its legal advisors, shall administer the Plan so as to comply
with the Stockholder Agreement and the Voting Agreement, with other agreements
between the Company and its stockholders, with agreements between the Company
and its lenders, and with applicable law, including without limitation, federal
and state securities laws.  The Committee may, in its sole discretion, require
as a precondition to the issuance of Stock or the grant of any Stock Option,
that participants execute the Stockholder Agreement and the Voting Agreement,
irrevocable proxies and any other documents deemed necessary or appropriate by
the Committee, consistent with this Section and such agreements.  Further, the
Committee may, in its sole discretion, choose to substitute another class of
common stock (including non-voting common stock) or cash in lieu of the Stock
upon exercise of any participant's Stock Option; provided, however, that the
stock issued or cash payments made shall be of equivalent value to the Stock at
the time the Stock Option is exercised, without taking into consideration any
value attributable to voting rights in the stock or future appreciation
potential.

                                       7
<PAGE>

     SECTION 8.  Amendments and Termination.

     The Board may, in its absolute discretion, amend, alter, or discontinue the
Plan, but no amendment, alteration, or discontinuance shall be made which would
impair the rights of an optionee under a Stock Option theretofore granted,
without the optionee's or participant's consent.

     SECTION 9.  Effective Date of Plan.

     The Plan shall be effective as of September 3, 1991.

     SECTION 10.  Term of Plan.

     No Stock Option shall be granted pursuant to the Plan after December 31,
2000, but Options granted prior to such date may extend beyond that date.

                                       8
<PAGE>

                                 BRAELAN CORP.

                    AMENDED AND RESTATED STOCK OPTION PLAN

                          NON-QUALIFIED STOCK OPTION
                              (NON-TRANSFERABLE)

                        O P T I O N   A G R E E M E N T


    Braelan Corp., a Delaware corporation (the "Company"), pursuant to action of
the Board of Directors and in accordance with the Braelan Corp. Amended and
Restated Stock Option Plan, as amended as of December 30, 1994 (the "Plan"),
hereby grants a non-qualified stock option (the "Option") to _______________
("Optionee") to purchase from the Company _________ shares of Stock at an Option
Price of $120 per share, which Option is subject to all of the terms and
conditions set forth in the Plan and in this Option Agreement.  This Option is
granted effective as of December 30, 1994 ("Option Grant Date").

    (S) 1.  Plan.  The Option granted in this Option Agreement shall be subject
            ----
to all the terms and conditions set forth in the Plan and this Option Agreement
and, unless the context requires otherwise, all the terms defined in the Plan
shall have the same meaning in this Option Agreement when such terms start with
a capital letter.  All references to a section in this Option Agreement shall be
to a section of this Option Agreement absent any express statement to the
contrary elsewhere in this Option Agreement.

    (S) 2.  Status as Non-Qualified Stock Option.  The Company intends that the
            ------------------------------------
exercise of the Option constitutes a taxable event to Optionee for federal
income tax purposes and that the Company receive an income tax deduction for
federal income tax purposes for the amount that Optionee includes in his income
as a result of such exercise.  Thus the Company intends that the Option not
qualify for any special income tax benefits as an incentive stock option under
(S) 422A of the Code.

    (S) 3.  Vesting.  Optionee's right to purchase shares of Stock subject to
            -------
the Option shall become vested in the percentages set forth in the following
schedule, provided Optionee has remained continuously in the employ of the
Company or a Subsidiary from the Option Grant Date through the date indicated
opposite such percentage:
<PAGE>

                                          Percentage of Vested
          Year                                  Interest
          ----                            --------------------

    December 31, 1995                             20%
    December 31, 1996                             40%
    December 31, 1997                             60%
    December 31, 1998                             80%
    December 31, 1999                            100%

    Notwithstanding the foregoing, Options shall become fully (100%) vested (i)
as of December 31, 1997 or December 31, 1998, as the case may be, in the event
the cumulative Consolidated EBITDA of the Company (as such term is defined in
the Indenture dated as of December 15, 1993 between Dan River Inc. and Marine
Midland Bank, N.A., as Trustee, in connection with the Dan River Inc. 10 1/8%
Senior Subordinated Notes due 2003 [the "Indenture"]) commencing January 1, 1995
and continuing through the end of the Company's 1997 fiscal year equals or
exceeds $188 million, or $274 million through the end of the Company's 1998
fiscal year (in each case based on internal growth of the Company), or (ii) on
the day after the occurrence of a Change of Control as such term is defined in
the Indenture.

Optionee's right to purchase the balance of the shares of Stock subject to the
Option shall be revoked automatically on the date he first no longer remains in
the employ of either the Company or a Subsidiary if such date comes before his
Option is 100% vested, and his Option shall expire on such date to the extent of
such revocation.

    (S) 4.  Exercise Condition.  Subject to (S) 6 and (S) 7, Optionee shall have
            ------------------
the right to exercise all or any part of the Option only to the extent that his
right to purchase shares of Stock subject to the Option is vested under (S) 3
and only on the "Earliest Exercise Date," which shall be the day after his
Option becomes 100% vested as provided herein.

    (S) 5.  Order of Exercise.  The exercise of the Option shall not be affected
            -----------------
by the exercise or non-exercise of any other option under the Plan or any other
stock option plan maintained by the Company (without regard to whether such
option constitutes an "incentive stock option" within the meaning of (S) 422A of
the Code).

    (S) 6.  Term of Option.  The Option in any event shall automatically expire
            --------------
on the first of the following dates to occur:

        (a)  the date the Option is exercised in full,

        (b)  December 31, 2001, in which event the Option shall expire to the
             extent unexercised, or

        (c)  the date Optionee's rights with respect to the Option are revoked
             under (S) 3 or (S) 7, whichever is applicable.

                                       2
<PAGE>

    (S) 7.  Special Rules.
            -------------

            (a)  Termination of Employment. If Optionee's continuous employment
                 -------------------------
by the Company or a Subsidiary is terminated on any date either by Optionee or
for Cause by the Company or a Subsidiary, the Optionee's right to exercise the
Option shall be revoked automatically (and the Option shall expire) on the date
Optionee's employment so terminates. Subject to the limitations contained in (S)
4, if Optionee's continuous employment by the Company or a Subsidiary is
terminated without Cause by the Company or a Subsidiary, the Option may be
exercised, to the extent vested on the date his employment so terminates, at any
time during the 6 consecutive month period immediately following the later of
(i) the date Optionee's continuous employment so terminates, or (ii) the
Earliest Exercise Date, and such Option shall be exercisable by Optionee or the
person to whom Optionee's rights under the Option pass in accordance with (S)
11. Optionee's right to exercise the Option shall be revoked automatically (and
the Option shall expire) on the last day of such 6 consecutive month period.
Optionee's leave of absence from the Company or a Subsidiary shall not be
treated as a termination of Optionee's continuous employment with the Company or
a Subsidiary, provided such leave of absence is approved in writing by the
Company or such Subsidiary.

            (b)  Death, Disability or Retirement. Subject to the limitations
                 -------------------------------
contained in (S) 4, if Optionee's continuous employment by the Company or a
Subsidiary is terminated on any date by reason of his death, Disability, or
Retirement, the Option may be exercised, to the extent vested on the date his
employment so terminates, at any time during the 6 consecutive month period
immediately following the later of (i) the date Optionee's continuous employment
so terminates or (ii) the Earliest Exercise Date, and such Option shall be
exercisable by Optionee or the person to whom Optionee's rights under the Option
pass in accordance with (S) 11. Optionee's right to exercise the Option shall be
revoked automatically (and the Option shall expire) on the last day of such 6
consecutive month period.

    (S) 8.  Method of Exercise of Option.  Optionee may (subject to the terms of
            ----------------------------
this Option Agreement) exercise the Option in whole or in part (before the date
this Option expires) only on a normal business day of the Company by (a)
delivering this Option Agreement to the Company together with written notice
(addressed to the Corporate Secretary) of the exercise of such Option specifying
the number of shares with respect to which the Option is exercised and (b)
simultaneously paying the Option Price to the Company either in cash, by check
or by any other instrument acceptable to the Committee.

    (S) 9.  Settlement.  Upon the exercise (in whole or in part) of the Option
            ----------
in accordance with (S) 8, the Committee shall, in its absolute discretion,
transfer either Stock, non-voting stock or other stock of the Company, or cash,
or a combination of such

                                       3
<PAGE>

Stock, stock, and cash to Optionee in full settlement of Company's obligation
under the Option. If a transfer is made in cash (in lieu of a transfer of a
share of Stock), such transfer shall consist of (a) a refund of the Option Price
for such share plus (b) such additional amount, if any, as the Committee deems
appropriate to reflect the cash equivalent of the Stock for which the Option was
exercised. If a transfer is made in shares of stock in the Company other than
Stock, the number of such shares transferred shall equal the number which the
Committee deems appropriate to reflect the equivalent of the Stock for which the
Option was exercised. The delivery of such Stock, stock or cash shall discharge
the Company of all of its duties and responsibilities with respect to the
exercised portion of the Option.

    (S) 10. Adjustment.  The Committee shall have the right to make such
            ----------
adjustments to the number of shares of Stock subject to the Option and the
Option Price as described under (S) 3 of the Plan.

    (S) 11. Nontransferable.  No rights granted under the Option shall be
            ---------------
transferable by Optionee (otherwise than by will or by the applicable laws of
descent and distribution) and such rights shall be exercisable during Optionee's
lifetime only by Optionee; provided, however, the Committee may approve
transfers to the immediate family of an Optionee.  To the extent the Option is
exercisable after Optionee's death, the personal representative of Optionee's
estate or, if applicable, the legatee of Optionee thereafter shall be treated as
Optionee under this Option Agreement.

    (S) 12. Not Employment Contract.  Neither the Plan, the Option nor any
            -----------------------
related materials shall give Optionee the right to continue in employment with
the Company or a Subsidiary or shall adversely affect the right of the Company
or a Subsidiary to terminate Optionee's employment with or without Cause at any
time.

    (S) 13. Stockholder Status.  Optionee shall have no rights as a stockholder
            ------------------
with respect to any shares of Stock under the Option until such shares have been
duly issued and transferred to Optionee, and no adjustment shall be made for
dividends of any kind or description whatsoever or for distributions of other
rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.

    (S) 14. Other Laws.  The Company shall have the right to refuse to issue or
            ----------
transfer any Stock or make any cash payment under the Option if the Company
determines that the issuance or transfer of such Stock might violate any
applicable law or regulation, and any payment tendered in such event to exercise
the Option shall be promptly refunded to Optionee.

    (S) 15. Securities Registration.  Optionee may be requested by the Company
            -----------------------
to represent that he intends to hold any shares of Stock received upon the
exercise of the Option for personal

                                       4
<PAGE>

investment and not for purposes of resale or distribution to the public and
Optionee shall, if so requested by the Company, deliver a certified statement to
that effect to the Company as a condition to the transfer of such Stock to
Optionee.

    (S) 16. Agreement.  Optionee may, at the discretion of the Committee, be
            ---------
required, as a condition to the exercise of the Option, to execute the
Stockholder Agreement, the Voting Agreement, an irrevocable proxy and such other
documents or agreements deemed necessary or appropriate by the Committee.

    (S) 17. Tax Withholding.  The Company may withhold from any payment
            ---------------
otherwise due Optionee (whether or not such payment is made pursuant to the
Option) or take such other action as the Company deems necessary to satisfy any
income or other tax withholding requirements as a result of the exercise of the
Option.

    (S) 18. Governing Law.  The Option and this Option Agreement shall be
            -------------
governed by the laws of the State of Delaware.

    (S) 19. Modification, Amendment, and Cancellation.  The Company shall have
            -----------------------------------------
the right unilaterally to modify, amend or cancel the Option in accordance with
(S) 8 of the Plan.


                                             BRAELAN CORP.



                                             By:____________________________
                                                Joseph L. Lanier, Jr.

                                             Title:  Chairman
                                                   -------------------------

                                       5