DELHAIZE AMERICA, INC.

                  2000 STOCK INCENTIVE PLAN

                 (As Adopted March 27, 2000)




                   DELHAIZE AMERICA, INC.

                  2000 STOCK INCENTIVE PLAN


1.   Purpose.

           The  purpose  of  this  Plan  is  to  provide  an
incentive to the employees, individuals who have accepted an
offer  of  employment,  officers, consultants  and  eligible
directors  of  Delhaize  America,  Inc.,  a  North  Carolina
corporation (the "Company"), and thereby encourage  them  to
devote  their abilities and industry to the success  of  the
Company's  business  enterprise.  It is intended  that  this
purpose  be  achieved by extending to employees, individuals
who   have   accepted  an  offer  of  employment,  officers,
consultants   and   directors  of  the   Company   and   its
Subsidiaries an added long-term incentive for high levels of
performance  and  unusual  efforts  through  the  grant   of
Incentive  Stock  Options, Nonqualified  Stock  Options  and
Restricted Stock (as each term is herein defined).

2.   Definitions.

          For purposes of the Plan:

  2.1.  "Agreement" means the written agreement between  the
Company  and an Optionee or Grantee evidencing the grant  of
an   Option  or  Award  and  setting  forth  the  terms  and
conditions thereof.

  2.2. "Award" means a grant of Restricted Stock.

  2.3. "Board" means the Board of Directors of the Company.

  2.4.  "Change  in  Capitalization" means any  increase  or
reduction in the number of Shares, or any change (including,
but  not  limited to, a change in value) in  the  Shares  or
exchange of Shares for a different number or kind of  shares
or  other  securities of the Company or another corporation,
by  reason of a reclassification, recapitalization,  merger,
consolidation,  reorganization,  reincorporation,  spin-off,
split-up,  issuance  of  warrants or rights  or  debentures,
stock  dividend,  stock split or reverse stock  split,  cash
dividend,  property  dividend, combination  or  exchange  of
shares,  repurchase of shares, change in corporate structure
or otherwise.

  2.5.  "Code" means the Internal Revenue Code of  1986,  as
amended.

  2.6.  "Committee"  means the committee,  as  described  in
Section  3.1, appointed by the Board from time  to  time  to
administer the Plan and to perform the functions  set  forth
herein.

  2.7. "Company" means Delhaize America, Inc.

  2.8. "Director" means a director of the Company.

  2.9. "Disability" means:

          (a)   in the case of an Optionee or Grantee  whose
     employment with the Company or a Subsidiary is  subject
     to  the  terms of an employment agreement between  such
     Optionee  or  Grantee  and the Company  or  Subsidiary,
     which  employment agreement includes  a  definition  of
     "Disability,"  the term "Disability" as  used  in  this
     Plan  or any Agreement shall have the meaning set forth
     in  such  employment agreement during the  period  that
     such employment agreement remains in effect; and

          (b)  in all other cases, the term "Disability"  as
     used  in  this  Plan  or  any Agreement  shall  mean  a
     physical   or   mental  infirmity  which  impairs   the
     Optionee's    or   Grantee's   ability    to    perform
     substantially  his or her duties for a  period  of  one
     hundred eighty (180) consecutive days.

  2.10.      "Division" means any of the operating units  or
divisions  of  the Company designated as a Division  by  the
Committee.

  2.11.      "EBITDA" means earnings before interest, taxes,
depreciation and amortization.

  2.12.      "Eligible  Director" means a  director  of  the
Company  who  is  not  an employee of  the  Company  or  any
Subsidiary.

  2.13.      "Eligible Individual" means any director (other
than an Eligible Director), officer, employee of the Company
or  a Subsidiary or individual who has accepted an offer  of
employment  from  the  Company  or  a  Subsidiary,  or   any
consultant of the Company or a Subsidiary, designated by the
Committee  as eligible to receive Options or Awards  subject
to the conditions set forth herein.

  2.14.     "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

  2.15.     "Fair Market Value" on any date means the closing
sales  price  of  the Shares on such date on  the  principal
national securities exchange on which such Shares are listed
or admitted to trading, or, if such Shares are not so listed
or admitted to trading, the average of the per Share closing
bid price and per Share closing asked price on such date  as
quoted  on  the  National Association of Securities  Dealers
Automated  Quotation System or such other  market  in  which
such prices are regularly quoted, or, if there have been  no
published bid or asked quotations with respect to Shares  on
such  date,  the  Fair  Market  Value  shall  be  the  value
established by the Board in good faith and, in the  case  of
an Incentive Stock Option, in accordance with Section 422 of
the Code.

  2.16.     "Grantee" means a person to whom an Award has been
granted under the Plan.

  2.17.       "Incentive  Stock  Option"  means  an   Option
satisfying the requirements of Section 422 of the  Code  and
designated by the Committee as an Incentive Stock Option.

  2.18.      "Nonemployee Director" means a director of  the
Company  who is a "nonemployee director" within the  meaning
of Rule 16b-3 promulgated under the Exchange Act.

  2.19.     "Nonqualified Stock Option" means an Option that
is not an Incentive Stock Option.

  2.20.     "Option" means a Nonqualified Stock Option or an
Incentive Stock Option or either or both of them.

  2.21.     "Optionee" means a person to whom an Option  has
been granted under the Plan.

  2.22.     "Outside Director" means a director of the Company
who  is  an "outside director" within the meaning of Section
162(m)   of   the  Code  and  the  regulations   promulgated
thereunder.

  2.23.      "Parent" means any corporation that is a parent
corporation  (within the meaning of Section  424(e)  of  the
Code) with respect to the Company.

  2.24.       "Performance  Cycle"  means  the  time  period
specified  by  the Committee at the time a performance-based
Award  is  granted  during  which  the  performance  of  the
Company, a Subsidiary or a Division will be measured.

  2.25.     "Performance Objectives" has the meaning set forth
in Section 6.4(b) hereof.

  2.26.       "Plan" means the Delhaize America,  Inc.  2000
Stock  Incentive Plan, as amended and restated from time  to
time.

  2.27.      "Reload  Option" means an Option  that  may  be
granted  when  an  Optionee pays all or  a  portion  of  the
purchase  price  and withholding taxes  of  an  Option  with
previously owned Shares.

  2.28.      "Restricted  Stock"  means  Shares  issued   or
transferred  to an Eligible Individual or Eligible  Director
pursuant to Section 6 hereof.

  2.29.     "Shares" means the Class A common stock, par value
$0.50 per share, of the Company.

  2.30.      "Subsidiary" means any corporation  that  is  a
subsidiary corporation (within the meaning of Section 424(f)
of  the  Code)  with respect to the Company,  including  any
limited  liability company that is disregarded  for  Federal
tax  purposes or treated as a corporate subsidiary under the
Code.

  2.31.      "Ten-Percent  Stockholder"  means  an  Eligible
Individual, who, at the time an Incentive Stock Option is to
be  granted  to  him  or her, owns (within  the  meaning  of
Section  422(b)(6) of the Code) stock possessing  more  than
ten  percent (10%) of the total combined voting power of all
classes  of  stock  of the Company, or  of  a  Parent  or  a
Subsidiary.

3.   Administration.

  3.1. The authority to control and manage the operation and
administration of the Plan shall be vested in the Committee,
which  shall hold meetings at such times as may be necessary
for  the  proper administration of the Plan.  The  Committee
shall  keep minutes of its meetings. A quorum shall  consist
of  a  majority  of  the  members of the  Committee,  and  a
majority  of  a  quorum  may  authorize  any  action.    The
foregoing notwithstanding, with respect to Options or Awards
that:   (i)  are  intended to qualify as "performance-based"
under Section 162(m) of the Code, and/or (ii) are granted to
individuals  who qualify as "insiders" under Section  16  of
the  Exchange  Act,  (A) any Committee members  who  do  not
qualify   as   "Outside   Directors"   and/or   "Nonemployee
Directors,"  as the case may be, shall have no authority  to
act  and shall automatically be recused from any action with
respect   to  Options  or  Awards,  and  (B)  the  remaining
qualifying   directors   shall   be   authorized   to    act
independently  without further approval. No  member  of  the
Committee  shall be liable for any action, failure  to  act,
determination  or  interpretation made in  good  faith  with
respect  to  this Plan or any transaction hereunder,  except
for   liability  arising  from  his  or  her   own   willful
misfeasance, gross negligence or reckless disregard  of  his
or  her duties. The Company hereby agrees to indemnify  each
member  of the Committee for all costs and expenses and,  to
the  extent  permitted  by  applicable  law,  any  liability
incurred  in  connection with defending against,  responding
to,  negotiating for the settlement of or otherwise  dealing
with  any  claim,  cause of action or dispute  of  any  kind
arising in connection with any actions in administering this
Plan  or  in  authorizing or denying  authorization  to  any
transaction hereunder. Notwithstanding the foregoing, if the
Committee does not exist, or for any other reason determined
by  the Board, the Board may take any action under the  Plan
that would otherwise be the responsibility of the Committee;
provided, however, that if any members of the Board  do  not
qualify  as Outside Directors, only the Committee  appointed
above  may grant Options or Awards that are intended  to  be
performance-based under Section 162(m).

  3.2. Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time
to:

          (a)   determine  those  Eligible  Individuals  and
     Eligible  Directors to whom Options  shall  be  granted
     under  the  Plan and the number of such Options  to  be
     granted  and  to  prescribe the  terms  and  conditions
     (which  need  not  be identical) of each  such  Option,
     including the purchase price per Share subject to  each
     Option, and make any amendment or modification  to  any
     Option  Agreement  consistent with  the  terms  of  the
     Plan;

          (b)    select   those  Eligible  Individuals   and
     Eligible  Directors  to whom Awards  shall  be  granted
     under  the  Plan and determine the number of Shares  to
     be  granted pursuant thereto, determine the  terms  and
     conditions of each Award including the restrictions  or
     Performance Objectives relating to Shares, and to  make
     any   amendment   or  modification  to  any   Agreement
     consistent with the terms of the Plan;

          (c)   construe and interpret the Plan, Options and
     Awards  granted hereunder and to establish,  amend  and
     revoke rules and regulations for the administration  of
     the  Plan,  including, but not limited  to,  correcting
     any  defect  or supplying any omission, or  reconciling
     any  inconsistency in the Plan or in any Agreement,  in
     the  manner  and to the extent it shall deem  necessary
     or  advisable so that the Plan complies with applicable
     law  including  Rule 16b-3 under the Exchange  Act  and
     the  Code  to  the extent applicable, and otherwise  to
     make  the  Plan  fully effective.   All  decisions  and
     determinations by the Committee in good  faith  in  the
     exercise  of  this  power shall be final,  binding  and
     conclusive  upon  the  Company, its  Subsidiaries,  the
     Optionees  and  Grantees, and all other persons  having
     any interest therein;

          (d)   determine  the  duration  and  purposes  for
     leaves  of absence which may be granted to an  Optionee
     or  Grantee on an individual basis without constituting
     a  termination of employment or service for purposes of
     the Plan;

          (e)   exercise its discretion with respect to  the
     powers  and  rights granted to it as set forth  in  the
     Plan;

          (f)    except   to   the  extent   prohibited   by
     applicable  law  or the applicable  rules  of  a  stock
     exchange,  the Committee may allocate all or  any  part
     of  its responsibilities and powers to any one or  more
     of  its members and may delegate all or any part of its
     responsibilities  and powers to any person  or  persons
     selected by it, which allocation or delegation  may  be
     revoked by the Committee at any time; and

          (g)   generally, to exercise such  powers  and  to
     perform  such acts as are deemed necessary or advisable
     to  promote  the  best interests of  the  Company  with
     respect to the Plan.

4.   Stock Subject to the Plan.

  4.1. The Shares subject to Options and Awards that shall be
reserved  for the purposes of the Plan, shall  be  from  the
Company's  authorized but unissued Shares or out  of  Shares
held  in the Company's treasury, or partly out of each, such
number  of  Shares as shall be determined by the Board.   An
aggregate  of 8,000,000 Shares may be issued or  transferred
pursuant  to this Plan plus the number of Shares  that  have
not  been  awarded under the 1996 Employee  Stock  Incentive
Plan  of  Food  Lion,  Inc. (the  "1996  Plan")  as  of  the
Effective  Date  (including those that may be  forfeited  or
cancelled  under the 1996 Plan after the effective  date  of
this Plan).

     No  employee  shall  be granted in  any  calendar  year
Options to purchase more than 400,000 Common Shares.

     No Eligible Individual may be awarded more than 150,000
Shares  of  Restricted  Stock  that  are  intended   to   be
performance-based compensation in any calendar year.

     No more than 8,000,000 Shares shall be granted pursuant
to Options intended to be Incentive Stock Options.

     In  the event of a Change in Capitalization, the  Board
or  Committee  shall conclusively determine the  appropriate
adjustments,  if  any, to (i) the maximum number  of  Shares
with  respect  to which Options and Awards may  be  granted,
(ii)  the  maximum  number  of  Shares  or  other  stock  or
securities  with respect to which Options or Awards  may  be
granted  in any calendar year, (iii) the maximum  number  of
Shares  which  may  be granted pursuant to  Incentive  Stock
Options,  (iv)  the  number  of Shares  or  other  stock  or
securities  which  are  subject to  outstanding  Options  or
Awards  and the purchase price therefor, if applicable,  and
(v) the Performance Objectives.

     In  connection with the grant of an Option or an Award,
the  number  of  Shares available for grant under  the  Plan
shall be reduced by the number of Shares in respect of which
the Option or Award is granted.


  4.2.  Whenever any outstanding Option or Award or  portion
thereof expires, is canceled or is otherwise terminated  for
any  reason without having been exercised or without payment
having  been made in respect of the entire Option or  Award,
the  Shares allocable to the expired, canceled or  otherwise
terminated portion of the Option or Award may again  be  the
subject of Options or Awards granted hereunder.

  4.3. Whenever any portion of an Option under this Plan  or
the  1996  Plan is paid for with previously held Shares  (by
either  actual delivery or attestation), only the difference
between  (i)  the number of Shares issued upon exercise  and
(ii)  the  number of Shares transferred in  payment  of  the
purchase  price shall be counted for purposes of determining
the  maximum number of Shares available for grant under  the
Plan.

5.   Option Grants.

  5.1. Authority of Committee.  Subject to the provisions of
the  Plan,  the Committee, or the persons to whom  authority
has  been  delegated  under Paragraph  (f)  of  Section  3.2
hereof, shall have full and final authority to select  those
Eligible Individuals and Eligible Directors who will receive
Options,  and  the terms and conditions that  shall  be  set
forth   in  the  applicable  Agreements.   Some  terms   and
conditions  that may, but are not required  to  be  included
are:   a  provision allowing the issuance of a Reload Option
and  a  provision  providing acceleration of  exercisability
under  certain  conditions  as  may  be  determined  by  the
Committee.  Other terms and conditions not inconsistent with
this Plan may be included in Agreements in the discretion of
the Committee.

  5.2. Purchase Price.  The purchase price or the manner  in
which  the  purchase  price is to be determined  for  Shares
under  each Option shall be determined by the Committee  and
set  forth  in  the Agreement; provided, however,  that  the
purchase  price per Share under each Incentive Stock  Option
shall  not be less than 100% of the Fair Market Value  of  a
Share on the date the Option is granted (110% in the case of
an Incentive Stock Option granted to a Ten-Percent Stockholder).

  5.3. Maximum Duration.  Options granted hereunder shall be
for  such  term  as the Committee shall determine,  provided
that  an  Incentive  Stock Option shall not  be  exercisable
after  the expiration of ten (10) years from the date it  is
granted  (five  (5) years in the case of an Incentive  Stock
Option   granted  to  a  Ten-Percent  Stockholder)   and   a
Nonqualified Stock Option shall not be exercisable after the
expiration  of ten (10) years from the date it  is  granted.
The Committee may, subsequent to the granting of any Option,
extend  the term thereof, but in no event shall the term  as
so  extended  exceed the maximum term provided  for  in  the
preceding sentence.

  5.4. Vesting.  Each Option shall become exercisable in such
installments (which need not be equal) and at such times  as
may  be  designated by the Committee and set  forth  in  the
Agreement.  To the extent not exercised, installments  shall
accumulate and be exercisable, in whole or in part,  at  any
time after becoming exercisable, but not later than the date
the  Option  expires.   The  Committee  may  accelerate  the
exercisability of any Option or portion thereof at any time.

  5.5.  Modification.  No modification of  an  Option  shall
adversely  alter  or impair any rights or obligations  under
the Option without the Optionee's consent.

  5.6. Non-Transferability.  Unless set forth in the Agreement
evidencing the Option (other than an Incentive Stock Option)
at  the  time of grant or at any time thereafter, an  Option
granted  hereunder shall not be transferable by the Optionee
to  whom  granted except by will or the laws of descent  and
distribution  or  pursuant  to a  domestic  relations  order
(within  the  meaning of Rule 16a-12 promulgated  under  the
Exchange  Act),  and an Option may be exercised  during  the
lifetime of such Optionee only by the Optionee or his or her
guardian or legal representative.  The terms of such  Option
shall   be   final,   binding  and   conclusive   upon   the
beneficiaries,   executors,   administrators,   heirs    and
successors of the Optionee.

  5.7. Method of Exercise.  The exercise of an Option shall be
made only by a written notice delivered in person or by mail
to  the  Secretary of the Company at the Company's principal
executive  office, specifying the number  of  Shares  to  be
purchased  and accompanied by payment therefor and otherwise
in  accordance  with  the Agreement pursuant  to  which  the
Option  was  granted.   The purchase price  for  any  Shares
purchased  pursuant to the exercise of an  Option  shall  be
paid,  as determined by the Committee in its discretion,  in
either  of the following forms (or any combination thereof):
(i)  cash or (ii) the transfer or attestation of Shares that
have  been held at least six months to the Company upon such
terms  and  conditions as determined by the  Committee.   In
addition,  Options  may be exercised  through  a  registered
broker-dealer pursuant to such cashless exercise  procedures
(other than Share withholding) which are, from time to time,
deemed  acceptable by the Committee, and the  Committee  may
authorize  that the purchase price payable upon exercise  of
an  Option  may  be  paid  by having  Shares  withheld  that
otherwise would be acquired upon such exercise.  Any  Shares
transferred  to the Company (or withheld upon  exercise)  as
payment  of  the  purchase price under an  Option  shall  be
valued at their Fair Market Value on the date of exercise of
such Option.  The value of the number of Shares that may  be
withheld  for the payment of taxes may not be in  excess  of
the  minimum  withholding requirements.   At  the  Company's
request, the Optionee shall deliver the Agreement evidencing
the Option to the Secretary of the Company who shall endorse
thereon  a  notation  of  such  exercise  and  return   such
Agreement to the Optionee.  No fractional Shares (or cash in
lieu thereof) shall be issued upon exercise of an Option and
the  number  of  Shares that may be purchased upon  exercise
shall be rounded to the nearest number of whole Shares.  The
Committee,  in its discretion, may also permit  simultaneous
sale of Shares upon exercise through a broker-dealer.

  5.8. Rights of Optionees.  Optionee shall not be deemed for
any  purpose  to be the owner of any Shares subject  to  any
Option  unless  and  until (i) the Option  shall  have  been
exercised  pursuant to the terms thereof, (ii)  the  Company
shall have issued and delivered Shares to the Optionee,  and
(iii)  the  Optionee's name shall have  been  entered  as  a
stockholder   of  record  on  the  books  of  the   Company.
Thereupon, the Optionee shall have full voting, dividend and
other  ownership rights with respect to such Shares, subject
to  such  terms and conditions as may be set  forth  in  the
applicable Agreement.

6.   Restricted Stock.

  6.1.  Grant.   The Committee may grant Awards to  Eligible
Individuals and Eligible Directors, which shall be evidenced
by  an Agreement between the Company and the Grantee.   Each
Agreement   shall  contain  such  restrictions,  terms   and
conditions   as  the  Committee  may,  in  its   discretion,
determine  and  (without  limiting  the  generality  of  the
foregoing)  such Agreements may require that an  appropriate
legend  be  placed on Share certificates.  Awards  shall  be
subject to the terms and provisions set forth below in  this
Section 6.

  6.2. Rights of Grantee.  Shares of Restricted Stock granted
pursuant  hereunder shall be recorded in  the  name  of  the
Grantee as soon as reasonably practicable after the Award is
granted  provided that the Grantee has executed an Agreement
evidencing  the  Award  and any other  documents  which  the
Committee may require as a condition to the issuance of such
Shares.   If  a Grantee shall fail to execute the  Agreement
evidencing  an  Award  or  any  other  documents  which  the
Committee  may require within the time period prescribed  by
the  Committee at the time the Award is granted,  the  Award
shall  be  null  and void.  Unless the Committee  determines
otherwise  and  as set forth in the Agreement,  the  Grantee
shall  have no rights of a stockholder with respect to  such
Shares,  including  no right to vote the Shares  or  receive
dividends or other distributions with respect to the Shares,
until  the  restrictions with respect to such  Shares  shall
have lapsed in the manner set forth in Section 6.4.

  6.3. Non-transferability.  Until all restrictions upon the
Shares  of Restricted Stock awarded to a Grantee shall  have
lapsed  in the manner set forth in Section 6.4, such  Shares
shall not be sold, transferred or otherwise disposed of  and
shall  not  be pledged or otherwise hypothecated, nor  shall
they be delivered to the Grantee.

  6.4. Lapse of Restrictions.

          (a)   Generally.   Restrictions  upon  Shares   of
     Restricted Stock awarded hereunder shall lapse at  such
     time  or times and on such terms and conditions as  the
     Committee may determine.  The Agreement evidencing  the
     Award  shall  set  forth  any such  restrictions.   The
     Board  may accelerate the lapse of all or a portion  of
     the restrictions on an Award at any time.

          (b)   Performance  Objectives.  If  the  Committee
     has  determined  that  the restrictions  on  Shares  of
     Restricted   Stock   awarded  shall   only   lapse   in
     accordance    with    Performance    Objectives,    the
     Performance  Objectives may be expressed  in  terms  of
     (i)  earnings per Share, (ii) Share price,  (iii)  pre-
     tax  profits, (iv) net earnings, (v) return  on  equity
     or  assets, (vi) revenues, (vii) EBITDA, (viii)  market
     share or market penetration or (ix) any combination  of
     the  foregoing.   Performance  Objectives  may  be   in
     respect  of  the  performance of the  Company  and  its
     Subsidiaries (which may be on a consolidated basis),  a
     Subsidiary  or a Division.  Performance Objectives  may
     be  absolute or relative and may be expressed in  terms
     of   a  progression  within  a  specified  range.   The
     Performance  Objectives with respect to  a  Performance
     Cycle  shall be established in writing by the Committee
     by  the  earlier of (i) the date on which a quarter  of
     the  Performance  Cycle has elapsed or  (ii)  the  date
     which  is  ninety  (90) days after the commencement  of
     the  Performance  Cycle, and in  any  event  while  the
     performance  relating  to  the  Performance  Objectives
     remain  substantially uncertain.  At the time of  grant
     of   a   performance-base  Award,  and  to  the  extent
     permitted  under  Section 162(m) of the  Code  and  the
     regulations  thereunder, the Committee may provide  for
     the manner in which the Performance Objectives will  be
     measured  to reflect the impact of specified  corporate
     transactions, extraordinary events, accounting  changes
     and  other  similar  events.   Prior  to  the  vesting,
     payment,  settlement  or lapsing  of  any  restrictions
     with  respect  to  any Award that  is  intended  to  be
     performance-based compensation, made to a  Grantee  who
     is   subject  to  Section  162(m)  of  the  Code,   the
     Committee  shall certify in writing that the applicable
     Performance Objectives have been satisfied.

  6.5. Delivery of Shares.  Upon the lapse of the restrictions
on  Shares of Restricted Stock, the Committee shall cause  a
stock  certificate  to  be delivered  to  the  Grantee  with
respect to such Shares, free of all restrictions hereunder.

7.   Effect of a Termination of Employment.

          The  Agreement evidencing the grant of each Option
and  each  Award  shall set forth the terms  and  conditions
applicable  to  such Option or Award upon a  termination  or
change  in  the status of the employment of the Optionee  or
Grantee  by  the  Company, a Subsidiary or a Division  which
shall  be as the Committee may, in its discretion, determine
at the time the Option or Award is granted or thereafter.

8.   Adjustment Upon Changes in Capitalization.

  8.1. Adjustments to Incentive Stock Options.  Any adjustment
that  may  be  made pursuant to Section 4.1  hereof  in  the
Shares  or  other stock or securities subject to outstanding
Incentive  Stock  Options upon a Change  in  Capitalization,
(including any adjustments in the purchase price)  shall  be
made  in such manner as not to constitute a modification  as
defined  by  Section 424(h)(3) of the Code and only  to  the
extent  otherwise permitted by Sections 422 and 424  of  the
Code.

  8.2. Terms of Adjusted Options and Awards.  If, by reason of
a  Change in Capitalization, a Grantee of an Award shall  be
entitled to, or an Optionee shall be entitled to exercise an
Option  with respect to, new, additional or different shares
of  stock  or securities, such new, additional or  different
shares  shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were  applicable
to  the  Shares subject to the Award or Option, as the  case
may be, prior to such Change in Capitalization.

9.   Effect of Certain Transactions.

          Except  as otherwise provided in an Agreement,  in
the  event  of  (i)  the liquidation or dissolution  of  the
Company or (ii) a merger or consolidation of the Company  (a
"Transaction"), the Plan and the Options and  Awards  issued
hereunder shall continue in effect in accordance with  their
respective  terms, except that following a Transaction  each
Optionee and Grantee shall be entitled to receive in respect
of  each Share subject to any outstanding Options or Awards,
as  the  case may be, upon exercise of any Option or payment
or  transfer  in respect of any Award, the same  number  and
kind   of   stock,  securities,  cash,  property  or   other
consideration  that each holder of a Share was  entitled  to
receive  in the Transaction in respect of a Share; provided,
however,  that  such stock, securities,  cash,  property  or
other  consideration  shall remain subject  to  all  of  the
conditions, restrictions and performance criteria which were
applicable  to  the  Options  and  Awards  prior   to   such
Transaction.

10.  Interpretation.

  10.1.     Rule 16b-3.  The Plan is intended to comply with
Rule  16b-3  promulgated under the  Exchange  Act,  and  the
Committee  shall interpret and administer the provisions  of
the  Plan or any Agreement in a manner consistent therewith.
Any   provisions  inconsistent  with  such  Rule  shall   be
inoperative and shall not affect the validity of the Plan.

  10.2.     Section 162(m).  Unless otherwise expressly stated
in  the relevant Agreement, each Option and Award subject to
Performance Objectives granted to an Eligible Individual who
may be a "covered employee" under Section 162(m) of the Code
is  intended to be performance-based compensation within the
meaning  of Section 162(m)(4)(C) of the Code.  The Committee
shall  not  be entitled to exercise any discretion otherwise
authorized  hereunder with respect to any  such  Options  or
Awards  if  the ability to exercise such discretion  or  the
exercise   of  such  discretion  itself  would   cause   the
compensation attributable to such Options or Awards to  fail
to qualify as performance-based compensation.

11.  Termination and Amendment of the Plan.

          The  Plan shall terminate on the day preceding the
tenth  anniversary of the date of its adoption by the  Board
and no Option or Award may be granted thereafter.  The Board
may  sooner terminate the Plan and the Board may at any time
and  from  time to time amend, modify or suspend  the  Plan;
provided,   however,   that:    (a)   no   such   amendment,
modification,  suspension  or termination  shall  impair  or
adversely  alter  any Options or Awards theretofore  granted
under  the Plan, except with the consent of the Optionee  or
Grantee,  nor shall any amendment, modification,  suspension
or termination deprive any Optionee or Grantee of any Shares
which he or she may have acquired through or as a result  of
the  Plan;  and (b) to the extent necessary under applicable
law, no amendment shall be effective unless approved by  the
stockholders  of  the Company in accordance with  applicable
law.

12.  Non-Exclusivity of the Plan.

          The adoption of the Plan by the Board shall not be
construed as amending, modifying or rescinding any
previously approved incentive arrangement or as creating any
limitations on the power of the Board to adopt such  other
incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise
than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

13.  Limitation of Liability.

          As illustrative of the limitations of liability of
the  Company,  but  not intended to be  exhaustive  thereof,
nothing in the Plan shall be construed to:

                    (i)   give  any person any right  to  be
               granted an Option or Award other than at  the
               sole discretion of the Committee;

                    (ii)   give   any  person   any   rights
               whatsoever with respect to Shares  except  as
               specifically provided in the Plan;

                    (iii)     limit in any way the right  of
               the  Company  or any Subsidiary to  terminate
               the employment of any person at any time; or

                    (iv)  be  evidence of any  agreement  or
               understanding, expressed or implied, that the
               Company  will  employ  any  person   at   any
               particular  rate of compensation or  for  any
               particular period of time.

14.  Regulations and Other Approvals; Governing Law.

  14.1.     Except as to matters of federal law, the Plan and
the  rights  of  all  persons claiming  hereunder  shall  be
construed and determined in accordance with the laws of  the
State  of  North Carolina without giving effect to conflicts
of laws principles thereof.

  14.2.     The obligation of the Company to sell or deliver
Shares with respect to Options and Awards granted under  the
Plan  shall  be  subject to all applicable laws,  rules  and
regulations,  including  all applicable  federal  and  state
securities laws, and the obtaining of all such approvals  by
governmental   agencies  as  may  be  deemed  necessary   or
appropriate by the Committee.

  14.3.      The  Board  may make such  changes  as  may  be
necessary  or  appropriate  to comply  with  the  rules  and
regulations  of any government authority, or to  obtain  for
Eligible Individuals granted Incentive Stock Options the tax
benefits  under the applicable provisions of  the  Code  and
regulations promulgated thereunder.

  14.4.      Each  Option  and  Award  is  subject  to   the
requirement  that, if at any time the Committee  determines,
in   its  discretion,  that  the  listing,  registration  or
qualification  of Shares issuable pursuant to  the  Plan  is
required  by any securities exchange or under any  state  or
federal  law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of,
or  in  connection with, the grant of an Option or Award  or
the  issuance  of  Shares, no Options  or  Awards  shall  be
granted  or  payment made or Shares issued, in whole  or  in
part,  unless listing, registration, qualification,  consent
or  approval  has  been  effected or obtained  free  of  any
conditions as acceptable to the Committee.

  14.5.     Notwithstanding anything contained in the Plan or
any  Agreement  to  the  contrary, in  the  event  that  the
disposition of Shares acquired pursuant to the Plan  is  not
covered  by a then current registration statement under  the
Securities  Act of 1933, as amended (the "Securities  Act"),
and  is  not  otherwise exempt from such registration,  such
Shares  shall be restricted against transfer to  the  extent
required  by  the  Securities Act  and  Rule  144  or  other
regulations  thereunder.   The  Committee  may  require  any
individual receiving Shares pursuant to an Option  or  Award
granted  under the Plan, as a condition precedent to receipt
of  such Shares, to represent and warrant to the Company  in
writing  that  the  Shares acquired by such  individual  are
acquired without a view to any distribution thereof and will
not  be  sold  or  transferred other  than  pursuant  to  an
effective registration thereof under said Act or pursuant to
an  exemption  applicable under the Securities  Act  or  the
rules   and   regulations   promulgated   thereunder.    The
certificates  evidencing  any  of  such  Shares   shall   be
appropriately amended to reflect their status as  restricted
securities as aforesaid.

15.  Miscellaneous.

  15.1.     Multiple Agreements.  The terms of each Option or
Award  may differ from other Options or Awards granted under
the  Plan  at  the  same time, or at some other  time.   The
Committee may also grant more than one Option or Award to  a
given  Eligible Individual or Eligible Director  during  the
term  of the Plan, either in addition to, or in substitution
for,  one  or more Options or Awards previously  granted  to
that Eligible Individual or Eligible Director.

  15.2.     Withholding of Taxes.

          (a)   At  such  times  as an Optionee  or  Grantee
     recognizes  taxable  income  in  connection  with   the
     receipt   of  Shares  or  cash  hereunder  (a  "Taxable
     Event"),  the  Optionee or Grantee  shall  pay  to  the
     Company  an  amount  equal to the  federal,  state  and
     local  income  taxes  and  other  amounts  as  may   be
     required  by  law  to be withheld  by  the  Company  in
     connection  with  the Taxable Event  (the  "Withholding
     Taxes")  prior  to the issuance of such Shares  or  the
     payment  of  such  cash.  The Company  shall  have  the
     right  to  deduct  from  any  payment  of  cash  to  an
     Optionee  or Grantee an amount equal to the Withholding
     Taxes   in  satisfaction  of  the  obligation  to   pay
     Withholding  Taxes.  In satisfaction of the  obligation
     to  pay  Withholding Taxes to the Company, the Optionee
     or  Grantee  may  make  a written  election  (the  "Tax
     Election"),  which may be accepted or rejected  in  the
     discretion  of  the  Committee,  to  have  withheld   a
     portion  of  the Shares then issuable  to  him  or  her
     having  an  aggregate Fair Market Value  equal  to  the
     Withholding Taxes.

          (b)   If  an Optionee makes a disposition,  within
     the   meaning  of  Section  424(c)  of  the  Code   and
     regulations  promulgated thereunder, of  any  Share  or
     Shares   issued  to  such  Optionee  pursuant  to   the
     exercise  of an Incentive Stock Option within the  two-
     year  period  commencing on the day after the  date  of
     the  grant or within the one-year period commencing  on
     the  day  after the date of transfer of such  Share  or
     Shares  to the Optionee pursuant to such exercise,  the
     Optionee   shall,  within  ten  (10)   days   of   such
     disposition,  notify the Company thereof,  by  delivery
     of  written  notice  to the Company  at  its  principal
     executive office.

  15.3.     Effective Date.  The effective date of this Plan
(the  "Effective Date") shall be March 27, 2000 subject only
to the approval by the affirmative vote of the holders of  a
majority  of  the  securities of  the  Company  present,  or
represented, and  entitled  to vote at a meeting of
stockholders  duly  held in accordance with  the applicable
laws  of  the  State  of North Carolina within  twelve  (12)
months of the adoption of the Plan by the Board.