**Exhibit
      10.1**




**WESTSTAR
      FINANCIAL SERVICES CORPORATION**


**2007
      INCENTIVE 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 Incentive Stock Option Plan (hereinafter referred to as
      this "Plan") which was adopted by the Company's Board of Directors (hereinafter
      referred to as the "Board") subject to shareholder approval as provided in
      Paragraph 22 hereof.





**Purpose
      of the
      Plan****.**  The purpose of this Plan is to
      provide for the grant of Incentive Stock Options (hereinafter referred to as
      "Option" or "Options") qualifying for the tax treatment afforded by
      Section 422 of the Internal Revenue Code of 1986, as amended, to eligible
      officers and employees of the Company and its subsidiaries (hereinafter referred
      to as "Eligible Employees") who wish to invest in the Company's common stock
      (hereinafter referred to as "Common Stock").  The Company believes
      that participation in the ownership of the Company by Eligible Employees will
      be
      to the mutual benefit of the Company and Eligible Employees.  The
      existence of this Plan will enhance the Company's ability to attract capable
      individuals to employment in key employee positions.





**2.           Administration
      of the Plan.**





(a)           This
      Plan shall be administered by the Compensation Committee of the Board
      (hereinafter referred to as the "Committee").  The Committee shall
      consist of  at least three (3) members of the Board all of whom
      shall qualify as disinterested persons as provided in Section 16(b) and the
      rules and regulations thereunder of the Securities Exchange Act of 1934, as
      amended.  The members of the Committee shall be appointed by the Board
      and shall serve at the pleasure of the Board, which may remove members from,
      add
      members to, or fill vacancies in the Committee.





(b)           The
      Committee shall decide to whom Options shall be granted under this Plan, the
      number of shares as to which Options shall be granted subject to the limitations
      set forth in Paragraph 11 of this Plan, the Option Price (as hereinafter
      defined) for such shares and such additional terms and conditions for such
      Options as the Committee deems appropriate.





(c)           A
      majority of the Committee shall constitute a quorum and the acts of a majority
      of the members present at any meeting at which a quorum is present, or acts
      approved unanimously in writing by the Committee, shall be considered as valid
      actions by the Committee.





(d)           The
      Board may designate any officers or employees of the Company 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 deem
      fit.








**3.**           **Shares
      of Common Stock Subject to the Plan****.** The
      maximum number of shares of Common Stock that shall be available initially
      for
      Options under this Plan is SIXTY THOUSAND (60,000) shares, subject to
      adjustment as provided in Paragraph 15 hereof.  Shares subject to
      Options which expire or terminate prior to the issuance of the shares of Common
      Stock shall again be available for future grants of Options under this
      Plan.





**4.**           **Eligibility****.**  Options
      under this Plan may be granted to any Eligible Employee as determined by the
      Committee.  An individual may hold more than one Option under this or
      other plans adopted by the Company.





**5.           Grant
      of Options**





(a)           The
      Committee shall authorize that Options for shares of Common Stock shall be
      granted to certain Eligible Employees of the Company which Options shall be
      granted based upon the past service and the continued participation of those
      individuals in the management of the Company and its
      subsidiaries.  The allocation of said Options shall be as determined
      by a majority vote of the Committee at one or more meetings called for such
      purpose.





(b)           Upon
      the forfeiture of an Option for whatever reason prior to the expiration of
      the
      Option Period (as defined in Paragraph 10 hereof) the shares of Common Stock
      covered by a forfeited Option shall be available for the granting of additional
      Options to Eligible Employees during the remaining term of this Plan upon such
      terms and conditions as may be determined by the Committee.  The
      number of additional Options to be granted to specific Eligible Employees during
      the term of this Plan shall be determined by the Committee as provided in
      Subparagraph 2(b) hereof.





**6.**           **Vesting
      of Options.**





(a)           The
      right to exercise the Options granted hereunder to any Eligible Employee shall
      be based upon the following schedule:





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 schedule, 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


2


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 the employment of an Optionee with the Company terminates 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.  Such forfeiture shall apply whether
      or not any such options have vested.





(d)           In
      the event that the employment of an Optionee with the Company should terminate
      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 6(a) above, then, notwithstanding the foregoing schedule in
      subparagraph 6(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.





**7.           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).


3


(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 and shall
      document the valuation method employed.





**8.**           **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 having a fair market value at the time of exercise equal to the
      aggregate Option Price.





**9.**           **Terms
      and Conditions of Grant of
      Options****.**  Each Option granted pursuant
      to this Plan shall be evidenced by a written Incentive Stock Option Agreement
      (hereinafter referred to as "Option Agreement") with each Eligible Employee
      (hereinafter referred to as "Optionee") to whom an Option is granted; such
      agreement shall be substantially in the form attached hereto as "Exhibit A,"
      unless the Committee shall adopt a different form and, in each case, may contain
      such other, different, or additional terms and conditions as the Committee
      may
      determine.





**10.**           **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.





**11.**           **Limitation
      on Grant and Exercise of Incentive Stock
      Options****.**  Notwithstanding any other
      provision of this Plan, the value of shares underlying an Option granted
      hereunder that can be exercised for the first time by an Optionee in the year
      of
      the grant


4


of
      the
      Option may not exceed $100,000.00, based on the fair market value of the stock
      at the date of the grant of the Option.  During the second year, an
      Optionee may exercise an additional $100,000.00 in value and, likewise in any
      additional year an additional $100,000.00 in value of Options may be
      exercised.  For purposes of the foregoing, the aggregate fair market
      value of stock with respect to which incentive stock options are exercisable
      during any calendar year shall be determined by taking into account all such
      options granted to such person under all incentive stock option plans of the
      Company.





**12.**           **Exercise
      of Incentive Stock Options****.**  An Option
      shall be exercised by written notice to the Committee signed by an Optionee
      or
      by such other person as may be entitled to exercise such Option.  In
      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 from 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 50 shares, unless the Committee 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.





**13.           Effect
      of Termination of Employment, Retirement, Disability, Change in Control or
      Death**





(a)           In
      the event of the termination of employment of an Optionee either by reason
      of
      (i) being discharged for cause or (ii) voluntary separation on the
      part of such Optionee for a reason other than the Optionee’s retirement or
      disability, or a “change in control” of the Company, any Option or Options
      granted to the Optionee under this Plan, to the extent not previously exercised
      or expired, shall immediately terminate.  Such termination shall also
      apply to any vested Options.  The phrase "discharged for cause" shall
      include termination at the sole discretion of the Board because of such
      Optionee's personal dishonesty, incompetence, willful misconduct, breach of
      fiduciary duty involving personal profit, intentional failure to perform stated
      duties, willful violation of any law, rule or regulation (other than minor
      traffic violations or similar offenses), a final cease and desist order, or
      material breach of any provision of any employment agreement that such Optionee
      may have with the Company.





(b)           In
      the event of the termination of employment of an Optionee as a result of such
      Optionee's retirement, such Optionee shall have the right to exercise any Option
      or Options granted to the Optionee under this Plan, to the extent that they
      have
      not previously been


5


exercised
      or expired, for a period of three (3) months after the date of retirement,
      but
      in no event may any Option be exercised later than the end of the Option Period
      provided in such Option Agreement in accordance with Paragraph 10
      hereof.  For purposes of this Plan, the term "retirement" shall mean
      (i) termination of an Optionee's employment under conditions which would
      constitute retirement under any tax qualified retirement plan maintained by
      the
      Company or any of its subsidiaries or (ii) attaining
      age 65.





(c)           In
      the event of the termination of employment of an Optionee by reason of such
      Optionee's disability, such Optionee shall have the right to exercise any Option
      or Options held by the Optionee, to the extent that they previously have not
      been exercised or expired, at any time within twelve (12) months after the
      last
      date on which such Optionee provides services as an officer or an employee
      of
      the Company before being disabled, but in no event may any Option be exercised
      later than the end of the Option Period provided in such Option Agreement in
      accordance with Paragraph 10 hereof.  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.





(d)           In
      the event that an Optionee should die while employed by the Company or any
      of
      its subsidiaries, or within three (3) months after retirement, any Option or
      Options granted to the Optionee under this Plan and not previously exercised
      or
      expired shall be exercisable, according to their respective terms, by the
      personal representative of such Optionee or by any person or persons who
      acquired such Options by bequest or inheritance from such Optionee,
      notwithstanding any limitations placed on the exercise of such Options by this
      Plan or an Option Agreement, immediately in full and at any time within
      twelve (12) months after the date of death of such Optionee, but in no
      event may any Option be exercised later than the end of the Option Period
      provided in such Option Agreement in accordance with Paragraph 10
      hereof.  Any references herein to an Optionee shall be deemed to
      include any person entitled to exercise an Option under the terms of this Plan
      after the death of such Optionee under the terms of this Plan.





(e)           In
      the event of the termination of employment of an Optionee as a result of a
      “change in control” of the Company, such Optionee shall have the right to
      exercise any Option or Options granted to the Optionee under this Plan, to
      the
      extent they have not previously been exercised or expired, for a period of
      three
      (3) months after the date of termination, but in no event may any Option be
      exercised later than the end of the Option period provided in such Option
      Agreement in accordance with Paragraph 10 hereof.





**14.**           **Effect
      of Plan on Employment Status****.**  The fact
      that the Committee has granted an Option to an Optionee under this Plan shall
      not confer on such Optionee any right to employment with the Company or to
      a
      position as an officer or an employee of the Company, nor shall it limit the
      right of the Company to remove such Optionee from any position held by the
      Optionee or to terminate the Optionee's employment at any time.





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


6





(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 Committee 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 unexercised Options under this
      Plan.  The adjustments to be made shall be determined by the Committee
      and shall be consistent with such change 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 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.





**16.**           **Non-Transferability****.**  Any
      Option granted under this Plan shall not be assignable or transferable except,
      in the case 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, the 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 Option, may exercise any Option or portion thereof
      to the extent not previously exercised by an Optionee or expired, in accordance
      with its terms, prior to the expiration of the exercise period as specified
      in
      Subparagraph 10 hereof.





**17.**           **Tax
      Withholding****.**  The employer of a person
      granted an Option under this Plan 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 employer to obtain a tax deduction
      otherwise available as a consequence of such grant, exercise or sale, as the
      case may be.





**18.**           **Listing
      and Registration of Option Shares****.**  Any
      Option granted under the Plan shall be subject to the requirement that if at
      any
      time the Committee 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,


7


consent,
      or approval shall have been effected or obtained free of any conditions not
      acceptable to the Committee.





**19.**           **Exculpation
      and Indemnification****.**  In connection with
      this Plan, no member of the Committee shall be personally liable for any act
      or
      omission to act in such person's capacity as a member of the Committee, 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
      Committee, and each other officer or employee of the Company or of any
      subsidiary thereof 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.





**20.**           **Amendment
      and Modification of the 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 of Common Stock covered by this Plan
      or effects any change in the categories 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 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 theretofore granted to an
      Optionee under this Plan without the consent of such Optionee or the transferee
      thereof in the event of the death of such Optionee.





**21.**           **Termination
      and Expiration of the 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 22 hereof.





**22.**           **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 meeting (the "Effective Date").





**23.**           **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.


8





**24.**           **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 one or more of its subsidiaries.





**25.**           **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.





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






9
 Exhibit
            10.1
 EXHIBIT
      A


STATE
      OF
      NORTH CAROLINA


COUNTY
      OF
      BUNCOMBE





**INCENTIVE
      STOCK OPTION AGREEMENT**





THIS
      INCENTIVE 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 company (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 Incentive Stock Option Plan (hereinafter referred
      to
      as the "Plan") subject to approval by the Company's shareholders;
      and





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





WHEREAS,
      the Plan provides that the
      Compensation Committee (hereinafter referred to as the "Committee") of the
      Board
      will make available to certain officers and employees of the Company and its
      subsidiaries (the "Employer") the right to purchase shares of the Company's
      common stock (hereinafter referred to as "Common Stock"); and





WHEREAS,
      the Committee has determined
      that the Optionee should be granted an option 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 any part of an aggregate 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 _______ and __/100 Dollars ($_____) per share (hereinafter referred to as
      the
      "Option Price") which is the fair market value of the Option Shares as
      determined by the Committee as of the date of grant of this Option.





**4.**           **When
      and Extent to which Options may be Exercised;
      Vesting**.   (a) Subject to any further restrictions
      in this Agreement, the right of the Optionee to exercise the Option to purchase
      the Option Shares, either in whole or in part, shall be conditioned upon the
      vesting of the Options set forth in paragraph 1 hereof.  At such time
      as the Option shall become





exercisable
      in accordance with this Agreement, the Optionee, in his or her discretion,
      may
      exercise all or any portion of the Options, subject to paragraph 6
      hereof.  The Option shall terminate as provided in paragraph 7
      hereof.





(b)           The
      Options shall vest and be exercisable according to the following
      schedule:





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%





(c)  Fractional
      Option
      Shares.  In determining the number of Option Shares vested under
      the above vesting schedule, an Optionee shall not be entitled to exercise an
      Option for a fractional number of Option Shares.  If the product
      resulting from multiplying the vested percentage times the allocated Option
      results in a fractional number of Option Shares, then the Optionee’s vested
      right shall be to the whole number of Option Shares, disregarding any fractional
      number.





(d)           Accelerated
      Vesting.  Notwithstanding paragraph 3(a) above, all Options
      previously not vested and subject to forfeiture shall become 100% vested and
      the
      right of the Optionee to exercise such Options shall become nonforfeitable
      upon
      the death, disability or retirement of the Optionee, or upon a “change in
      control” of the Company.  For purposes of this Agreement, 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 (the
      "Code").





(e)           Other
      Terminations of Employment.  In the event any Optionee's
      employment with the Company terminates for any reason, other than the Optionee’s
      death, disability, retirement, or following a change in control of the Company,
      then the Optionee’s Options, to the extent unexercised, shall be forfeited and
      shall be available again for grant to other officers and employees as may be
      determined by the Committee.  Such forfeiture shall apply whether or
      not any such options have vested.





**5.**           **Change
      in Control**.  When used herein, 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, merger, or consolidation of the Company with one
      or
      more other Company in which the


2


Company
      is not the surviving Company, or the transfer of all or substantially all of
      the
      assets or shares of the Company to another person or entity.





**6.**           **Method
      of Exercise****.**  The Option shall be
      exercised by written notice to the Committee 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 from 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 one hundred
      (100) shares, unless the Committee 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.  During the Option Period, no person entitled to exercise
      the Option granted under this Agreement 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.





**7.**           **Termination
      of Option****.**  The Option shall terminate
      as follows:





(a)           Except
      as provided in subparagraphs (b), (c), (d) and (e) below, the Option
      granted under this Agreement, to the extent that it has not been exercised
      or
      expired, shall terminate on the earlier of (i) the date that the Optionee
      is discharged for cause, (ii) the date the Optionee gives notice that the
      Optionee terminates his or her employment with the Employer for a reason other
      than retirement or disability or as a result of a “change in control” of the
      Company or (iii) the date which is ten (10) years from the date of
      grant of the Option set forth in paragraph 1 hereof.  The phrase
      "discharged for cause" shall include termination at the sole discretion of
      the
      Board of Directors of the Employer of the Optionee because of the Optionee's
      personal dishonesty, incompetence, willful misconduct, breach of fiduciary
      duty
      involving personal profit, intentional failure to perform stated duties, willful
      violation of any law, rule or regulation (other than traffic violations or
      similar offenses) or a final cease and desist order, or material breach of
      any
      provision of any employment agreement that the Optionee may have with the
      Employer.





(b)           In
      the event the Optionee retires prior to the date which is ten (10) years
      after the date of grant of the Option, the Optionee shall have the right to
      exercise the Option, to the extent that it has not been exercised by the
      Optionee or expired, at any time within three (3) months after the date of
      retirement, but in no event may the Option be exercised later than ten (10)
      years after the date of grant of the Option set forth in paragraph 1
      hereof.  For purposes of this Agreement, the term "retirement" shall
      mean (i) termination of the Optionee's


3


employment
      under conditions which would constitute retirement under any tax qualified
      retirement plan maintained by the Employer or (ii) attaining age
      65.





(c)           In
      the event the Optionee becomes disabled prior to the date which is ten (10)
      years after the date of grant of the Option, the Optionee shall have the right
      to exercise the Option, to the extent that it has not been exercised by the
      Optionee or expired, notwithstanding any limitation placed on the exercise
      of
      the Option by the Plan or by this Agreement, immediately in full and at any
      time
      within twelve (12) months after the last date on which the Optionee
      provided services as an officer or an employee of the Employer before being
      disabled, but in no event may the Option be exercised later than ten (10) years
      after the date of grant of the Option set forth in paragraph 1
      hereof.  For purposes of this Agreement, the term "disability" shall
      be defined in the same manner as such term is defined in Section 22(e)(3)
      of the Code.





(d)           In
      the event the Optionee should die while employed by the Employer or within
      three
      (3) months after  retirement but prior to the date which is
      ten (10) years after the date of grant of the Option, the Option, to the
      extent it has not been exercised by the Optionee or expired, shall be
      exercisable, according to its terms, by the personal representative, the
      executor or administrator of the Optionee's estate, or any person or persons
      who
      acquired the Option by bequest or inheritance from the Optionee, notwithstanding
      any limitation placed on the exercise of the Option by the Plan or by this
      Agreement, immediately in full and 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 from the date of grant of the Option as
      set forth in paragraph 1 hereof.





(e)           In
      the event the Optionee’s employment with the Employer is terminated as a result
      of a “change in control” of the Company, the Optionee shall have the right to
      exercise the Option to the extent that it has not been exercised by the Optionee
      or expired, any time within three (3) months after the date
      of  termination, but in no event may the Option be exercised later
      than ten (10) years after the date of grant of the Options set forth in
      paragraph 1 hereof.





**8.**           **Effect
      of Agreement on Employment Status of
      Optionee****.**  The fact that the Committee
      has granted the Option to the Optionee under this Agreement shall not confer
      on
      the Optionee any right to employment with the Employer or to a position as
      an
      officer or an employee of the Employer, nor shall it limit the right of the
      Employer to remove the Optionee from any position held by the Optionee or to
      terminate his or her employment at any time.


4


**9.           Listing
      and Registration of Option Shares**





(a)           The
      Company's obligation to issue shares of Common Stock upon exercise of the Option
      is expressly conditioned upon (i) 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 government regulatory body or (ii) 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 Committee
      shall, in its sole 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 Committee 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.





**10.           Adjustment
      Upon Change 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 rights under this Agreement, equitable
      proportionate adjustments shall be made by the Committee in the number, kind,
      and the Option Price of shares subject to the unexercised portion of the Option
      granted under this Agreement.  The adjustments to be made shall be
      determined by the Committee and shall be consistent with such change 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 under this Agreement.





(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.


5


(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.





**11.**           **Nontransferability****.**  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 a portion
      thereof, in accordance with the terms hereof, prior to the date which is ten
      (10) years after the date of grant of Option as set forth in paragraph 1
      hereof.





**12.**           **Notices****.**  Any
      notice 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 when delivered personally or when deposited in the United States mail
      as
      Certified Mail, return receipt requested, properly addressed with postage
      prepaid, if to the Company at its principal office at 79 Woodfin Place,
      Asheville, North Carolina 28801; and, if to the Optionee to his or her last
      address appearing on the books of the Employer.  The Employer 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 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 a 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 provisions 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 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 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 Agreement.  As used herein,
      the masculine gender shall include the feminine


6


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 one and the same instrument.


7


IN
      WITNESS WHEREOF, the Company, has
      caused this instrument to be executed in its corporate name by its Chairman
      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


8





[CORPORATE
      SEAL]





EXHIBIT
      A








**NOTICE
      OF EXERCISE OF**


**INCENTIVE
      STOCK OPTION**








To:
            The
                Compensation Committee of 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 Incentive Stock Option granted
      to
      the undersigned in that certain Incentive 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)




9