**Exhibit
      10.2**




**WESTSTAR
      FINANCIAL SERVICES CORPORATION**


**2007
      NONSTATUTORY STOCK OPTION PLAN**








Weststar
      Financial Services
      Corporation, a North Carolina corporation (hereinafter referred to as the
      "Company"), does herein set forth the terms of the Weststar Financial Services
      Corporation 2007 Nonstatutory Stock Option Plan (hereinafter referred to as
      this
      "Plan"), which was adopted by the Board of Directors (hereinafter referred
      to as
      the "Board") of the Company subject to shareholder approval as provided in
      paragraph 19 hereof.





**1.**           **Purpose
      of this Plan****.**  The purpose of this Plan
      is to provide for the grant of Nonstatutory Stock Options (hereinafter referred
      to as "Options" or singularly, "Option") to Eligible Directors (as hereinafter
      defined) of the Company who wish to invest in the Company's common stock
      (hereinafter referred to as "Common Stock").  The Board believes that
      participation in the ownership of the Company by the Eligible Directors will
      be
      to the mutual benefit of the Company and the Eligible Directors.  In
      addition, the existence of this Plan will make it possible for the Company
      to
      attract capable individuals to serve on the Board.  As used herein,
      the term "Eligible Directors" or singularly, "Eligible Director," shall mean
      those members of the Board (or the Board of any subsidiary of the Company)
      who
      are not employed by the Company and are ineligible to participate in the
      Weststar Financial Services Corporation 2007 Incentive Stock Option Plan or
      any
      other incentive stock option plan of the Company.





**2.           Administration
      of this Plan**





(a)           This
      Plan shall be administered by the Board.  The Board shall have full
      power and authority to construe, interpret and administer this
      Plan.  All actions, decisions, determinations, or interpretations of
      the Board shall be final, conclusive, and binding upon all parties.





(b)           The
      Board may designate any officers or employees of the Company or of any of its
      subsidiaries to assist in the administration of this Plan.  The Board
      may authorize such individuals to execute documents on its behalf and may
      delegate to them such other ministerial and limited discretionary duties as
      the
      Board may see fit.





**3.**           **Shares
      of Common Stock Subject to this
      Plan****.**  The maximum number of shares of
      Common Stock that shall be offered under this Plan is FORTY THOUSAND (40,000)
      shares, subject to adjustment as provided in paragraph 12.  Shares
      subject to Options which expire or terminate prior to the issuance of the shares
      of Common Stock shall lapse and the shares of Common Stock originally subject
      to
      such Options shall again be available for future grants of Options under this
      Plan.





**4.**           **Eligibility;
      Grant of Options; Vesting****.**





(a)  Each
      Eligible Director
      serving on the Board at the time of adoption of this Plan and who continues
      to
      serve on the Effective Date shall be eligible to receive Options to purchase
      shares of Common Stock.  Such Options shall vest and become
      exercisable as set forth below.  Any Options not granted hereby may be
      reserved for future issuance by a majority vote of the entire
      Board.





Date
                When Such Options Become Vested
            Percentage
                of
              Such
                Options VestedDate
                of Grant
            20%First
                Anniversary of Date of Grant
            20%Second
                Anniversary of Date of Grant
            20%Third
                Anniversary of Date of Grant
            20%Fourth
                Anniversary of Date of Grant
            20%





(b)           In
      determining the number of shares of Common Stock under each Option vested under
      the above vesting schedules, an Optionee shall not be entitled to exercise
      an
      Option to purchase a fractional number of shares of the Common
      Stock.  If the product resulting from multiplying the vested
      percentage times the Option results in a fractional number of shares of Common
      Stock, then an Optionee's vested right shall be to the whole number of shares
      of
      Common Stock disregarding any fractional shares of Common Stock.





(c)           In
      the event that an Optionee should leave the Board of the Company for any reason,
      other than the Optionee’s disability, death, retirement, or following a “change
      in control” of the Company, the Optionee's Options under this Plan shall be
      forfeited and shall be available again for grant to Eligible Employees as may
      be
      determined by the Committee.





(d)           In
      the event that an Optionee should leave the Board of the Company because of
      such
      Optionee's disability, death, or retirement, or following a "change in control"
      of the Company prior to the date when all Options allocated to the Optionee
      would be 100% vested in accordance with the schedule in subparagraph 4(a)
      above, then, notwithstanding the foregoing schedule in subparagraph 4(a)
      above, all Options allocated to such Optionee shall immediately become fully
      vested and nonforfeitable.  For purposes of this Plan, the term
      disability shall be defined in the same manner as such term is defined in
      Section 22(e)(3) of the Internal Revenue Code of 1986, as
      amended.  When used in this Plan, the phrase "change in control"
      refers to (i) the acquisition by any person, group of persons or entity of
      the beneficial ownership or power to vote more than twenty-five (25%) percent
      of
      the Company’s outstanding stock, (ii) during any period of two (2)
      consecutive years, a change in the majority of the Board unless the election
      of
      each new Director was approved by at least two-thirds of the Directors then
      still in office who were Directors at the beginning of such two (2) year
      period, or (iii) a reorganization or merger of the Company with one or more
      other entities in which the Company is not the surviving entity, or the transfer
      of all or substantially all of the assets or shares of the Company to another
      person or entity. Further, notwithstanding anything else herein, a transaction
      or event shall not be


2


considered
      a change in control if, prior to the consummation or occurrence of such
      transaction or event, the Optionee and the Company agree in writing that the
      same shall not be treated as a change in control for purposes of this
      Plan.





**5.           Option
      Price**





(a)           The
      price per share of each Option granted under this Plan (hereinafter called
      the
      "Option Price") shall be determined by the Board as of the effective date of
      grant of such Option, but in no event shall such Option Price be less than
      100%
      of the fair market value of Common Stock on the date of grant.  An
      Option shall be considered as granted on the later of (i) the date that the
      Board acts to grant such Option, or (ii) such later date as the Board shall
      specify in an Option Agreement (as hereinafter defined).





(b)           The
      fair market value of a share of Common Stock shall be determined as
      follows:  (i) if on the date as of which such determination is being
      made, Common Stock being valued is admitted to trading on a securities exchange
      or exchanges for which actual sale prices are regularly reported, or actual
      sale
      prices are otherwise regularly published, the fair market value of a share
      of
      Common Stock shall be deemed to be equal to the closing sale price as reported
      on the date as of which such determination is made; provided,
however, that, if a closing sale price is not reported for such date,
      then the fair market value shall be equal to the closing sale price on the
      most
      recent trading day for which a closing sale price is available, or (ii) if
      on
      the date as of which such determination is made, no such closing sale prices
      are
      reported, but quotations for Common Stock are regularly listed on the National
      Association of Securities Dealers Automated Quotation System or another
      comparable system, the fair market value of a share of Common Stock shall be
      deemed to be equal to the arithmetic mean of the bid and asked prices for such
      Common Stock quoted on such system as reported for the date as of which such
      determination is made, but if bid and asked prices are not available for such
      date, then the fair market value shall be equal to the arithmetic mean of the
      bid and asked prices on the most recent trading day for which such prices are
      available, or (iii) if no such quotations are available, the fair market value
      of a share of Common Stock shall be deemed to be the average of the bid and
      asked prices furnished by a professional securities dealer making a market
      in
      such shares, as selected by the Board, for the most recent trading date
      practicable.  In the event that none of the foregoing methods can be
      applied to establish the fair market value of the Common Stock, the Board shall
      adopt a reasonable valuation method, which valuation method shall take into
      consideration all available information material to the valuation of the Common
      Stock, and shall apply such valuation method in a reasonable manner to fix
      the
      fair market value of the Common Stock for the purposes of this
      Plan.





**6.**           **Payment
      of Option Price****.**  Payment for shares
      subject to an Option may be made in cash or in shares of Common Stock of the
      Company.





**7.**           **Terms
      and Conditions of Grant of
      Options****.**  Each Option granted pursuant
      to this Plan shall be evidenced by a written Nonstatutory Stock Option Agreement
      (hereinafter referred to as "Option Agreement") with each Eligible Director
      (hereinafter referred to as "Optionee") to whom an Option is granted; such
      agreement shall be substantially in the form


3


attached
      hereto as "Exhibit A," unless the Board shall adopt a different form and, in
      each case, may contain such other, different, or additional terms and conditions
      as the Board may determine.





**8.**           **Option
      Period****.**  Each Option Agreement shall set
      forth a period during which such Option may be exercised (hereinafter referred
      to as the "Option Period"); provided, however, that the Option
      Period shall not exceed ten (10) years after the date of grant of such Option
      as
      specified in an Option Agreement.





**9.**           **Exercise
      of Options****.**  An Option shall be
      exercised by written notice to the Board signed by an Optionee or by such other
      person as may be entitled to exercise such Option.  In the case of the
      exercise of an Option, the aggregate Option Price for the shares being purchased
      may  be paid in cash or in shares of the Common Stock of the Company
      and must be accompanied by a notice of exercise.  The written notice
      shall state the number of shares with respect to which an Option is being
      exercised and shall either be accompanied by the payment of the aggregate Option
      Price for such shares or shall fix a date (not more than ten (10) business
      days after the date of such notice) by which the payment of the aggregate Option
      Price will be made.  An Optionee shall not exercise an Option to
      purchase less than 100 shares, unless the Board otherwise approves or
      unless the partial exercise is for the remaining shares available under such
      Option.  A certificate or certificates for the shares of Common Stock
      purchased by the exercise of an Option shall be issued in the regular course
      of
      business subsequent to the exercise of such Option and the payment
      therefor.  During the Option Period, no person entitled to exercise
      any Option granted under this Plan shall have any of the rights or privileges
      of
      a shareholder with respect to any shares of Common Stock issuable upon exercise
      of such Option, until certificates representing such shares shall have been
      issued and delivered and the individual's name entered as a shareholder of
      record on the books of the Company for such shares.





**10.           Effect
      of Leaving the Board; Retirement; Disability; Change in Control;
      Death**





(a)           In
      the event that an Optionee leaves the Board for any reason other than
      retirement, disability, death, or a “change in control” of the Company, any
      Option granted to the Optionee under this Plan, to the extent not previously
      exercised by the Optionee or expired, shall immediately
      terminate.  Such termination shall also apply to any vested
      options.





(b)           In
      the event that an Optionee should leave the Board as a result of such Optionee's
      retirement, such Optionee shall have the right to exercise an Option granted
      under this Plan, to the extent that it has not previously been exercised by
      the
      Optionee or expired, for such period of time as may be determined by the Board
      and specified in an Option Agreement, but in no event may any Option be
      exercised later than the end of the Option Period provided in the Option
      Agreement in accordance with paragraph 8 hereof.  For purposes of
      this Plan, the term "retirement" shall mean termination of an Eligible
      Director's membership on the Board (i) at any time after attaining age 65 with
      the approval of the Board; or (ii) at the election of the Eligible Director,
      at
      any time after not less than five (5) years service as a member of the Board,
      such service shall be computed cumulatively for purposes of this clause
      (ii).


4





(c)           In
      the event that an Optionee should leave the Board by reason of such Optionee's
      disability, such Optionee shall have the right to exercise an Option granted
      under this Plan, to the extent that it has not previously been exercised or
      expired, for such period of time as may be determined by the Board and specified
      in an Option Agreement, but in no event may any Option be exercised later than
      the end of the Option Period provided in the Option Agreement in accordance
      with
      paragraph 8 hereof.  For purposes of this Plan, the term
      "disability" shall be defined as may be determined by the Board, from time
      to
      time, or as determined at any time with respect to any individual
      Optionee.





(d)           In
      the event that an Optionee should die while serving on the Board or after
      leaving by reason of disability during the Option Period provided in an Option
      Agreement in accordance with paragraph 8 hereof, an Option granted under
      this Plan, to the extent that it has not previously been exercised or expired,
      shall be exercisable, in accordance with its terms, by the personal
      representative of such Optionee, the executor or administrator of such
      Optionee's estate, or by any person or persons who acquired such Option by
      bequest or inheritance from such Optionee, notwithstanding any limitations
      placed on the exercise of such Option by this Plan or an Option Agreement,
      at
      any time within twelve (12) months after the date of death of such Optionee,
      but
      in no event may an Option be exercised later than the end of the Option Period
      provided in an Option Agreement in accordance with paragraph 8
      hereof.  Any references herein to an Optionee shall be deemed to
      include any person entitled to exercise an Option after the death of such
      Optionee under the terms of this Plan.





(e)           In
      the event an Optionee shall leave the Board as a result of a “change in control”
of the Company, such Optionee shall have the right to exercise the Option
      granted under this Plan, to the extent that it has not previously been exercised
      by the Optionee or expired, for such period of time as may be determined by
      the
      Board as specified in an Option Agreement, but in no event may any Option be
      exercised later than the end of the Option Period provided in the Option
      Agreement in accordance with paragraph 8 hereof.





**11.**           **Effect
      of Plan on Status as Member of a
      Board****.**  The fact that an Eligible
      Director has been granted an Option under this Plan shall not confer on such
      Eligible Director any right to continued service on the Board, nor shall it
      limit the right of the Company to remove such Eligible Director from the Board
      at any time.





**12.           Adjustment
      Upon Changes in Capitalization; Dissolution or
      Liquidation**





(a)           In
      the event of a change in the number of shares of Common Stock outstanding by
      reason of a stock dividend, stock split, recapitalization, reorganization,
      merger, exchange of shares, or other similar capital adjustment prior to the
      termination of an Optionee's rights under this Plan, equitable proportionate
      adjustments shall be made by the Board in (i) the number and kind of shares
      which remain available under this Plan, and (ii) the number, kind, and the
      Option Price of shares subject to the unexercised portion of an Option under
      this Plan.  The adjustments to be made shall be determined by the
      Board and shall be consistent with such change or changes in the Company's
      total
      number of outstanding shares; provided, however,
      that


5


no
      adjustment shall change the aggregate Option Price for the exercise of Options
      granted under this Plan.





(b)           The
      grant of Options under this Plan shall not affect in any way the right or power
      of the Company or its shareholders to make or authorize any adjustment,
      recapitalization, reorganization, or other change in the Company's capital
      structure or its business, or any merger or share exchange of the Company,
      or to
      issue bonds, debentures, preferred or other preference stock ahead of or
      affecting Common Stock or the rights thereof, or the dissolution or liquidation
      of the Company, or any sale or transfer of all or any part of the Company's
      assets or business.





(c)           Except
      upon a “change in control”, upon the effective date of the dissolution or
      liquidation of the Company, this Plan and any Options granted hereunder, shall
      terminate.





**13.**           **Non-Transferability****.**  An
      Option granted under this Plan shall not be assignable or transferable except,
      in the event of the death of an Optionee, by will or by the laws of descent
      and
      distribution.  In the event of the death of an Optionee, his personal
      representative, the executor or the administrator of such Optionee's estate,
      or
      the person or persons who acquired by bequest or inheritance the rights to
      exercise such Options, may exercise any Option or portion thereof to the extent
      not previously exercisable or surrendered by an Optionee or expired, in
      accordance with its terms, prior to the expiration of the exercise period as
      specified in subparagraph 8 hereof.





**14.**           **Tax
      Withholding****.**  The Company or any of its
      subsidiaries shall have the right to deduct or otherwise effect a withholding
      of
      any amount required by federal or state laws to be withheld with respect to
      the
      grant, exercise or the sale of stock acquired upon the exercise of an Option
      in
      order for the Company or any of its subsidiaries to obtain a tax deduction
      otherwise available as a consequence of such grant, exercise or sale, as the
      case may be.





**15.**           **Listing
      and Registration of Option Shares****.**  Any
      Option granted under this Plan shall be subject to the requirement that if
      at
      any time the Board shall determine, in its discretion, that the listing,
      registration, or qualification of the shares covered thereby upon 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 granting of such Option or the issuance or purchase of
      shares thereunder, such Option may not be exercised in whole or in part unless
      and until such listing, registration, qualification, consent, or approval shall
      have been effected or obtained free of any conditions not acceptable to the
      Board.





**16.**           **Exculpation
      and Indemnification****.**  In connection with
      this Plan, no member of the Board shall be personally liable for any act or
      omission to act in such person's capacity as a member of the Board, nor for
      any
      mistake in judgment made in good faith, unless arising out of, or resulting
      from, such person's own bad faith, gross negligence, willful misconduct, or
      criminal acts.  To the extent permitted by applicable law and
      regulation, the Company shall indemnify and hold harmless the members of the
      Board, and each other officer or employee of the Company or


6


of
      any of
      its subsidiaries to whom any duty or power relating to the administration or
      interpretation of this Plan may be assigned or delegated, from and against
      any
      and all liabilities (including any amount paid in settlement of a claim with
      the
      approval of the Board) and any costs or expenses (including counsel fees)
      incurred by such persons arising out of or as a result of, any act or omission
      to act in connection with the performance of such person's duties,
      responsibilities, and obligations under this Plan, other than such liabilities,
      costs, and expenses as may arise out of, or result from, the bad faith, gross
      negligence, willful misconduct, or criminal acts of such persons.





**17.**           **Amendment
      and Modification of this Plan****.**  The
      Board may at any time, and from time to time, amend or modify this Plan
      (including the form of Option Agreement) in any
      respect****consistent with applicable regulations;
provided, however, that no amendment or modification shall
      be made
      that increases the total number of shares covered by this Plan or effects any
      change in the category of persons who may receive Options under this Plan or
      materially increases the benefits accruing to Optionees under this Plan unless
      such change is approved by the holders of a majority of the outstanding shares
      of Common Stock present or represented at a shareholders' meeting at which
      a
      quorum is present.  Any amendment or modification of this Plan shall
      not materially reduce the benefits under any Option therefore granted to an
      Optionee under this Plan without the consent of such Optionee or the transferee
      in the event of the death of such Optionee.





**18.**           **Termination
      and Expiration of this Plan****.**  This Plan
      may be abandoned, suspended, or terminated at any time by the Board;
provided, however, that abandonment, suspension, or termination of
      this Plan shall not affect any Options then outstanding under this
      Plan.  No Option shall be granted pursuant to this Plan after ten (10)
      years from the effective date of this Plan as provided in paragraph 19
      hereof.





**19.**           **Effective
      Date; Shareholder Approval****.**  This Plan
      shall not be effective until approved by the holders of a majority of the issued
      and outstanding shares of Common Stock present or represented at an annual
      or
      special shareholders' meeting (the "Effective Date”).





**20.**           **Captions
      and Headings; Gender and
      Number****.**  Captions and paragraph headings
      used herein are for convenience only, do not modify or affect the meaning of
      any
      provision herein, are not a part hereof, and shall not serve as a basis for
      interpretation or in construction of this Plan.  As used herein, the
      masculine gender shall include the feminine and neuter, the singular number,
      the
      plural, and vice versa, whenever such meanings are appropriate.





**21.**           **Expenses
      of Administration of Plan****.**  All costs
      and expenses incurred in the operation and administration of this Plan shall
      be
      borne by the Company or by one of its subsidiaries.





**22.**           **Governing
      Law****.**  Without regard to the principles
      of conflicts of laws, the laws of the State of North Carolina shall govern
      and
      control the validity, interpretation, performance, and enforcement of this
      Plan.


7


**23.**           **Inspection
      of Plan****.**  A copy of this Plan, and any
      amendments thereto or modifications thereof, shall be maintained by the
      Secretary of the Company and shall be shown to any proper person making inquiry
      about it.










8
 Exhibit
            10.2
 EXHIBIT
      A




STATE
      OF
      NORTH CAROLINA


COUNTY
      OF
      BUNCOMBE





**NONSTATUTORY
      STOCK OPTION AGREEMENT**





THIS
      NONSTATUTORY STOCK OPTION
      AGREEMENT (hereinafter referred to as this "Agreement") is made and entered
      into
      as of this ____ day of _______, ____, between WESTSTAR FINANCIAL SERVICES
      CORPORATION, a North Carolina Corporation (hereinafter referred to as the
      "Company"), and _________________________________, a resident of _______________
      County, North Carolina (hereinafter referred to as the "Optionee").





WHEREAS,
      the Board of Directors of the
      Company (hereinafter referred to as the "Board") has adopted Weststar Financial
      Services Corporation 2007 Nonstatutory Stock Option Plan (hereinafter referred
      to as the "Plan") subject to approval by the Company's shareholders as provided
      in the Plan; and





WHEREAS,
      the shareholders of the
      Company at the annual meeting duly called and held on April 17, 2007, approved
      the Plan (the "Effective Date"); and





WHEREAS,
      the Plan provides that the
      Board will make available to the Directors (as defined in the Plan) of the
      Company, the right to purchase shares of the Company's common stock (hereinafter
      referred to as "Common Stock"); and





WHEREAS,
      the Board has determined that
      the Optionee is entitled to purchase shares of Common Stock under the
      Plan;





NOW,
      THEREFORE, the Company and the
      Optionee agree as follows:





**1.**           **Date
      of Grant of Option****.**  The date of grant
      of the option granted under this Agreement is the ______ day of _______,
      ____.





**2.**           **Grant
      of Option****.**  Pursuant to the Plan, the
      Company grants to the Optionee the right (hereinafter referred to as the
      "Option") to purchase from the Company all or a portion of an aggregate number
      of __________________ (______) shares of Common Stock (hereinafter referred
      to
      as the "Option Shares") which shall be authorized but unissued
      shares.





**3.**           **Option
      Price****.**  The price to be paid for the
      Option Shares shall be _______________ Dollars ($_____) per share (hereinafter
      referred to as the "Option Price") which is the fair market value of the Option
      Shares as determined by the Board as of the date of grant of this
      Option.





**4.**           **Period
      within which Option may be
      Exercised****.**  Subject to any further
      restrictions in this Agreement, the Optionee shall have the right to exercise
      the Option to purchase the Option Shares at any time after vesting as set forth
      below; and the Optionee, in his





or
      her
      discretion, may exercise all or any portion of the Option, subject to vesting
      and paragraph 6 hereof.  The Option shall terminate as provided in
      paragraph 6 hereof.





Date
                When Such Options Become Vested
            Percentage
                of
              Such
                Options VestedDate
                of Grant
            20%First
                Anniversary of Date of Grant
            20%Second
                Anniversary of Date of Grant
            20%Third
                Anniversary of Date of Grant
            20%Fourth
                Anniversary of Date of Grant
            20%





(a)           In
      determining the number of shares of Common Stock under each Option vested under
      the above vesting schedules, an Optionee shall not be entitled to exercise
      an
      Option to purchase a fractional number of shares of the Common
      Stock.  If the product resulting from multiplying the vested
      percentage times the Option results in a fractional number of shares of Common
      Stock, then an Optionee's vested right shall be to the whole number of shares
      of
      Common Stock disregarding any fractional shares of Common Stock.





(b)           In
      the event that an Optionee should leave the Board of the Company for any reason,
      other than the Optionee’s disability, death, retirement, or following a “change
      in control” of the Company, the Optionee's Options under this Plan shall be
      forfeited and shall be available again for grant to Eligible Employees as may
      be
      determined by the Committee.





(c)           In
      the event that an Optionee should leave the Board of the Company because of
      such
      Optionee's disability, death, or retirement, or following a "change in control"
      of the Company prior to the date when all Options allocated to the Optionee
      would be 100% vested in accordance with the schedule in subparagraph 4(a)
      above, then, notwithstanding the foregoing schedule in subparagraph 4(a)
      above, all Options allocated to such Optionee shall immediately become fully
      vested and nonforfeitable.  For purposes of this Plan, the term
      disability shall be defined in the same manner as such term is defined in
      Section 22(e)(3) of the Internal Revenue Code of 1986, as
      amended.  When used in this Plan, the phrase "change in control"
      refers to (i) the acquisition by any person, group of persons or entity of
      the beneficial ownership or power to vote more than twenty-five (25%) percent
      of
      the Company’s outstanding stock, (ii) during any period of two (2)
      consecutive years, a change in the majority of the Board unless the election
      of
      each new Director was approved by at least two-thirds of the Directors then
      still in office who were Directors at the beginning of such two (2) year
      period, or (iii) a reorganization or merger of the Company with one or more
      other entities in which the Company is not the surviving entity, or the transfer
      of all or substantially all of the assets or shares of the Company to another
      person or entity. Further, notwithstanding anything else herein, a transaction
      or event shall not be considered a change in control if, prior to the
      consummation or occurrence of such transaction or event, the Optionee and the
      Company agree in writing that the same shall not be treated as a change in
      control for purposes of this Plan.





2


**5.**           **Method
      of Exercise****.**  The Option shall be
      exercised by written notice to the Board signed by the Optionee or by such
      other
      person as may be entitled to exercise the Option.  In the exercise of
      the Option, the aggregate Option Price for the shares being purchased may be
      paid in cash or in shares of the Common Stock of the Company having a fair
      market value at the time of exercise equal to the aggregate Option
      Price.  Such exercise also must be accompanied by a notice of
      exercise.  The written notice shall state the number of shares with
      respect to which the Option is being exercised and, shall either be accompanied
      by the payment of the aggregate Option Price for such shares or shall fix a
      date
      (not more than ten (10) business days after the date of such notice) by which
      the payment of the aggregate Option Price will be made.  The Optionee
      shall not exercise the Option to purchase less than 100 shares, unless the
      Board
      otherwise approves or unless the partial exercise is for the remaining shares
      available under the Option.  A certificate or certificates for the
      shares of Common Stock purchased by the exercise of the Option shall be issued
      in the regular course of business subsequent to the exercise of the Option
      and
      the payment therefor.  Neither the Optionee, nor any other person who
      may be entitled to exercise the Option, shall have any of the rights or
      privileges of a shareholder with respect to any shares of Common Stock issuable
      upon exercise of the Option, until certificates representing such shares shall
      have been issued and delivered and the individual's name entered as a
      shareholder of record on the books of the Company for such shares.





**6.**           **Termination
      of Option****.**  The Option shall terminate
      on the earlier of:





(a)           Except
      as provided in subparagraphs (b), (c), (d) and (e) below, the Option, to
      the extent that it has not been exercised or expired, shall terminate on the
      earlier of (i) the date the Optionee leaves the Board for any reason other
      than the Optionee’s retirement, disability, death, or as a result of a change in
      control of the Company or (ii) the date which is ten (10) years after
      the date of grant of the Option as set forth in paragraph 1
      hereof.





(b)           In
      the event the Optionee retires prior to the date which is ten (10) years after
      the date of grant of the Option as set forth in paragraph 1 hereof, the
      Optionee shall have the right to exercise all Options, to the extent not
      exercised or expired, for the remainder of such ten (10) year
      period.  For purposes of the plan, the term "retirement" shall mean
      any termination of an Optionee's membership on the Board (i) at any time after
      attaining age 65 with the approval of the Board, or (ii) at the election of
      the
      Optionee, at any time after not less than five years service as a member of
      the
      Board, computed on a cumulative basis.





(c)           In
      the event the Optionee leaves the Board by reason of such Optionee's disability
      prior to the date which is ten (10) years after the date of grant of the Option
      as set forth in paragraph 1 hereof, the Optionee shall have the right to
      exercise all Options, to the extent not exercised by him or expired, for the
      remainder of such ten (10) year period.  For purposes of the Plan, the
      term "disability" shall be defined as may be determined by the Board, from
      time
      to time, or as determined at any time with respect to any individual
      Optionee.





(d)           In
      the event the Optionee dies while serving on the Board or after his or her
      retirement or after his or her leaving by reason of disability, and prior to
      the
      date which is ten (10) years after the date of grant of the Option as set
      forth in paragraph 1 hereof, all


3


Options,
      to the extent not exercised by the Optionee or expired, shall be exercisable,
      according to its terms, by the personal representative, the executor or the
      administrator of the Optionee's estate, or the person or persons who acquired
      the Option by bequest or inheritance from the Optionee, at any time within
      twelve (12) months after the date of death of the Optionee, but in no event
      may the Option be exercised later than ten (10) years after the date of grant
      of
      the Option as set forth in paragraph 1 hereof.





(e)           In
      the event the Optionee leaves the Board as a result of a change in control
      of
      the Company, prior to the date which is ten (10) years after the date of grant
      of Options as set forth in paragraph 1 hereof, the Optionee shall have the
      right
      to exercise the Option, to the extent that it has not been exercised by him
      or
      her or expired, for the remainder of such ten (10) year period.





**7.**           **Effect
      of Agreement on Status of Optionee****.**  The
      fact that the Optionee has been granted the Option under the Plan shall not
      confer on the Optionee any right to continued service on the Board, nor shall
      it
      limit the right of the Company to remove the Optionee from the Board at any
      time.





**8.**           **Listing
      and Registration of Option Shares****.**  The
      Company's obligation to issue shares of Common Stock upon exercise of the Option
      is expressly conditioned upon the completion by the Company of any registration
      or other qualification of such shares under any state or federal law or
      regulations or rulings of any governmental regulatory body or the making of
      such
      investment representations or other representations and agreements by the
      Optionee or any person entitled to exercise the Option in order to comply with
      the requirements of any exemption from any such registration or other
      qualification of the Option Shares which the Board shall, in its discretion,
      deem necessary or advisable.  Notwithstanding the foregoing, the
      Company shall be under no obligation to register or qualify the Option Shares
      under any state or federal law.  The required representations and
      agreements referenced above may include representations and agreements that
      the
      Optionee, or any other person entitled to exercise the Option, (i) is purchasing
      such shares on his or her own behalf as an investment and not with a present
      intention of distribution or re-sale and (ii) agrees to have placed upon any
      certificates representing the Option Shares a legend setting forth any
      representations and agreements which have been given to the Board or a reference
      thereto and stating that such shares may not be transferred except in accordance
      with all applicable state and federal securities laws and regulations, and
      further representing that, prior to making any sale or other disposition of
      the
      Option Shares, the Optionee, or any other person entitled to exercise the
      Option, will give the Company notice of the intention to sell or dispose of
      such
      shares not less than five (5) days prior to such sale or
      disposition.





**9.           Adjustment
      Upon Changes in Capitalization; Dissolution or
      Liquidation**





(a)           In
      the event of a change in the number of shares of Common Stock outstanding by
      reason of a stock dividend, stock split, recapitalization, reorganization,
      merger, exchange of shares, or other similar capital adjustment, prior to the
      termination of the Optionee's


4


rights
      under this Agreement, equitable proportionate adjustments shall be made by
      the
      Board in the number, kind, and the Option Price of shares subject to the
      unexercised portion of the Option.  The adjustments to be made shall
      be determined by the Board and shall be consistent with such changes or changes
      in the Company's total number of outstanding shares; provided,
however, that no adjustment shall change the aggregate Option Price
      for
      the exercise of the Option granted.





(b)           The
      grant of the Option under this Agreement shall not affect in any way the right
      or power of the Company or its shareholders to make or authorize any adjustment,
      recapitalization, reorganization, or other change in the Company's capital
      structure or its business, or any merger or consolidation of the Company, or
      to
      issue bonds, debentures, preferred or other preference stock ahead of or
      affecting Common Stock or the rights thereof, or the dissolution or liquidation
      of the Company, or any sale or transfer of all or any part of the Company's
      assets or business.





(c)           Except
      upon a change in control as set forth in paragraph 5 hereof, upon the
      effective date of the dissolution or liquidation of the Company, the Option
      granted under this Agreement shall terminate.





**10.**           **Non-Transferability****.**  The
      Option granted under this Agreement shall not be assignable or transferable
      except, in the event of the death of the Optionee, by will or by the laws of
      descent and distribution.  In the event of the death of the Optionee,
      the personal representative, the executor or the administrator of the Optionee's
      estate, or the person or persons who acquired by bequest or inheritance the
      right to exercise the Option may exercise the unexercised Option or portion
      thereof, in accordance with the terms hereof, prior to the date which is ten
      (10) years after the date of grant of the Option as set forth in
      paragraph 1 hereof.





**11.**           **Tax
      Withholding****.**  The grant of the Option
      and Option Shares delivered pursuant to this Agreement, and any amounts
      distributed with respect thereto, may be subject to applicable federal, state
      and local withholding for taxes.  The Optionee expressly acknowledges
      and agrees to such withholding, where applicable, without regard to whether
      the
      Option Shares may then be sold or otherwise transferred by the
      Optionee.





**12.**           **Notices****.**  Any
      notices or other communications required or permitted to be given under this
      Agreement shall be in writing and shall be deemed to have been sufficiently
      given if delivered personally or when deposited in the United States mail as
      Certified Mail, return receipt requested, properly addressed and postage
      prepaid, if to the Company, at its principal office at 79 Woodfin Place,
      Asheville, North Carolina 28801-2426; and, if to the Optionee, at his or her
      last address appearing on the books of the Company.  The Company and
      the Optionee may change their address or addresses by giving written notice
      of
      such change as provided herein.  Any notice or other communication
      hereunder shall be deemed to have been given on the date actually delivered
      or
      as of the third (3rd) business day following the date mailed, as the case may
      be.





**13.**           **Construction
      Controlled by Plan****.**  This Agreement
      shall be construed so as to be consistent with the Plan; and the provisions
      of
      the Plan shall be deemed to be controlling


5


in
      the
      event that any provision hereof should appear to be inconsistent
      therewith.  The Optionee hereby acknowledges receipt of a copy of the
      Plan from the Company.





**14.**           **Severability****.**
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be valid and enforceable under applicable law, but if any provision
      of this Agreement is determined to be unenforceable, invalid or illegal, the
      validity of any other provision or part thereof, shall not be affected thereby
      and this Agreement shall continue to be binding on the parties hereto as if
      such
      unenforceable, invalid or illegal provision or part thereof had not been
      included herein.





**15.**           **Modification
      of Agreement; Waiver****.**  This Agreement
      may be modified, amended, suspended or terminated, and any terms,
      representations or conditions may be waived, but only by a written instrument
      signed by each of the parties hereto.  No waiver hereunder shall
      constitute a waiver with respect to any subsequent occurrence or other
      transaction hereunder or of any other provision hereof.





**16.**           **Captions
      and Hearings; Gender and
      Number****.**  Captions and paragraph headings
      used herein are for convenience only, do not modify or affect the meaning of
      any
      provision herein, are not a part hereof, and shall not serve as a basis for
      interpretation or in construction of this Agreement.  As used herein,
      the masculine gender shall include the feminine and neuter, the singular number,
      the plural, and vice versa, whenever such meanings are appropriate.





**17.**           **Governing
      Law; Venue and Jurisdiction****.**  Without
      regard to the principles of conflicts of laws, the laws of the State of North
      Carolina shall govern and control the validity, interpretation, performance,
      and
      enforcement of this Agreement.  The parties hereto agree that any suit
      or action relating to this Agreement shall be instituted and prosecuted in
      the
      courts of the County of Buncombe, State of North Carolina, and each party hereby
      does waive any right or defense relating to such jurisdiction and
      venue.





**18.**           **Binding
      Effect****.**  This Agreement shall be binding
      upon and shall inure to the benefit of the Company, its successors and assigns,
      and shall be binding upon and inure to the benefit of the Optionee,
      his  heirs, legatees, personal representatives, executors, and
      administrators.





**19.**           **Entire
      Agreement****.**  This Agreement constitutes
      and embodies the entire understanding and agreement of the parties hereto and,
      except as otherwise provided hereunder, there are no other agreements or
      understandings, written or oral, in effect between the parties hereto relating
      to the matters addressed herein.





**20.**           **Counterparts****.**  This
      Agreement may be executed in any number of counterparts, each of which when
      executed and delivered shall be deemed an original, but all of which taken
      together shall constitute but one and the same instrument.


6


**IN
      WITNESS WHEREOF,**
      the Company has caused this instrument to be executed in its corporate name
      by
      its President, or one of its Vice Presidents, and attested by its Secretary
      or
      one of its Assistant Secretaries, and its corporate seal to be hereto affixed,
      all by authority of its Board of Directors first duly given, and the Optionee
      has hereunto set his or her hand and adopted as his or her seal the typewritten
      word "SEAL" appearing beside his or her name, all done this the day and year
      first above written.











WESTSTAR
                FINANCIAL SERVICES CORPORATIONBy:G.
                Gordon Greenwood, President





Attest:Randall
                C. Hall, Corporate Secretary,
                Optionee





7








**EXHIBIT
      A**








**NOTICE
      OF EXERCISE OF**


**NONSTATUTORY
      STOCK OPTION**





To:           The
      Board of Directors of Weststar Financial Services Corporation





The
      undersigned hereby elects to
      purchase ________ whole shares of Common Stock of Weststar Financial Services
      Corporation (the "Company") pursuant to the Nonstatutory Stock Option granted
      to
      the undersigned in that certain Nonstatutory Stock Option Agreement between
      the
      Company and the undersigned dated the ____ day of _________,
      ______.  The aggregate purchase price for such shares is
      $_______________, which amount is (i) being tendered herewith, (ii) will be
      tendered in cash or shares of Common Stock of the Company on or before
      _______________, ______, (cross out provision which does not
      apply).  The effective date of this election shall be
      ____________________, ______, or the date of receipt of this Notice by the
      Company if later.





Executed
      this ___ day of
      ___________________, ______, at
.


(Social
                Security Number)








8