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                                                                   Exhibit 10.24



                         TRAVELCENTERS OF AMERICA, INC.
                             2001 STOCK OPTION PLAN

                  TRAVELCENTERS OF AMERICA, INC., a Delaware corporation
(together with its successors, the "Company"), has determined that the
establishment and maintenance of this Stock Option Plan for key employees,
directors and consultants of the Company and its affiliates is in the best
interest of the stockholders of the Company. The purposes of this Plan are as
follows:

                  To further the growth, development and financial success of
the Company by providing additional incentives to certain of its key employees,
directors and consultants by assisting them to become owners of capital stock of
the Company and thus to benefit directly from its growth, development and
financial success.

                  To enable the Company to obtain and retain the services of key
employees, directors and consultants considered essential to the long range
success of the Company by providing and offering them an opportunity to become
owners of capital stock of the Company under Options.

                                   ARTICLE I
                                   DEFINITIONS

                  SECTION 1.1. GENERAL. Whenever the following terms are used in
this Plan they shall have the meaning specified below unless the context clearly
indicates to the contrary.

                  SECTION 1.2. BOARD. "Board" shall mean the Board of Directors
of the Company.

                  SECTION 1.3. CODE. "Code" shall mean the Internal Revenue Code
of 1986, as amended.

                  SECTION 1.4. COMMITTEE. "Committee" shall mean the
Compensation Committee of the Board determined as provided in Section 6.1.

                  SECTION 1.5. COMMON STOCK. "Common Stock" shall mean the
common stock, par value $.00001 per share, of the Company.

                  SECTION 1.6. GRANT DATE. "Grant Date" shall mean the date on
which an Option is granted under the Plan.





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                  SECTION 1.7. OPTION. "Option" shall mean an Option granted
under the Plan to purchase Common Stock. Options include only options which are
not intended to be "incentive stock options" under Section 422 of the Code.

                  SECTION 1.8. OPTION PRICE. "Option Price" shall have the
meaning given in Section 4.2.

                  SECTION 1.9. OPTIONEE. "Optionee" shall mean a Participant to
whom an Option is granted under the Plan.

                  SECTION 1.10. PARTICIPANT. "Participant" shall mean any
employee, director or consultant of the Company or any of its affiliates who is
selected by the Committee to participate in the Plan.

                  SECTION 1.11. PLAN. "Plan" shall mean this TravelCenters of
America, Inc. 2001 Stock Option Plan.

                  SECTION 1.12. PRONOUNS. The masculine pronoun shall include
the feminine and neuter and the singular shall include the plural, where the
context so indicates.

                  SECTION 1.13. SECRETARY. "Secretary" shall mean the Secretary
of the Company.

                  SECTION 1.14. STOCK OPTION AGREEMENT. "Stock Option Agreement"
shall mean any agreement between the Optionee and the Company providing for the
granting of an Option.

                  SECTION 1.15. TERMINATION OF EMPLOYMENT. "Termination of
Employment" shall mean the time when the Optionee's employment with the Company
and its affiliates is terminated for any reason whatsoever. The Board, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation,
all questions of whether particular leaves of absence constitute Terminations of
Employment. In the case of a Participant who is not an employee of the Company
or any of its affiliates, "employment" shall mean the rendering of substantial
services to the Company or any of its affiliates.

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

                  SECTION 2.1. SHARES SUBJECT TO PLAN. The shares of capital
stock subject to Options shall be shares of Common Stock of the Company. The
aggregate number of shares of Common Stock which may be issued upon exercise of
Options under the Plan shall not exceed 944,881, subject to adjustment under
Section 2.3.



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                  SECTION 2.2. UNEXERCISED OPTIONS. If any Option expires or is
canceled without having been fully exercised or settled in cash, the number of
shares subject to such Option but as to which such Option was not exercised
prior to its expiration or cancellation may again be optioned hereunder, subject
to the limitations of Section 2.1.

                  SECTION 2.3. CHANGES IN COMMON STOCK. If the outstanding
shares of Common Stock are hereafter changed into or exchanged for a different
number or kind of shares of capital stock or other securities of the Company, or
of another corporation, by reason of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend, combination
of shares or otherwise, appropriate adjustments shall be made by the Committee
in the number and kind of shares for the purchase of which Options may be
granted, including adjustment of the limitations of Section 2.1 on the maximum
number and kind of shares which may be issued upon exercise of Options.

                                  ARTICLE III

                               GRANTING OF OPTIONS

                  SECTION 3.1. ELIGIBILITY. Any Participant shall be eligible to
be granted Options.

                  SECTION 3.2. GRANTING OF OPTIONS. The Committee shall from
time to time, in its absolute discretion: (i) determine which Participants shall
be granted Options under the Plan; (ii) determine the number of shares to be
subject to such Options granted to such Participants; (iii) determine the terms
and conditions of such Options, consistent with the Plan; and (iv) establish
such conditions as to the manner of exercise of such Options as it may deem
necessary, including but not limited to, requiring Optionees to enter into
agreements regarding transferability and other restrictions with respect to
shares issuable upon exercise of such Options.

                                   ARTICLE IV

                                TERMS OF OPTIONS

                  SECTION 4.1. OPTION AGREEMENT. Each Option shall be evidenced
by a written Stock Option Agreement, which shall be executed by the Optionee and
an authorized officer of the Company, and which shall contain such terms and
conditions as the Committee shall determine, consistent with the Plan as
established by the Committee in good faith.

                  SECTION 4.2. OPTION PRICE. The price per share of the Common
Stock subject to each Option shall be the fair market value of a share of Common
Stock on the Grant Date, as established by the Committee in good faith;
provided, however, that in the event the Committee




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approves and grants a discretionary pool of Options for periodic allocation
among Optionees, the price per share of Common Stock subject to each Option
granted and allocated from such pool of Options shall be the fair market value
of a share of Common Stock on the date such pool of Options was approved and
granted, as established by the Committee in good faith.

                  SECTION 4.3. COMMENCEMENT OF EXERCISABILITY. Subject to the
provisions of Section 7.2, Options shall become exercisable at such times and in
such installments (which may be cumulative) as the Committee shall provide in
the terms of each individual Stock Option Agreement; provided, however, that by
a resolution adopted after an Option is granted the Committee may, on such terms
and conditions as it may determine to be appropriate and subject to Section 7.2,
accelerate the time at which such Option or any portion thereof may be
exercised.

                  SECTION 4.4. EXPIRATION OF OPTIONS. The Committee shall
provide, in the terms of each individual Stock Option Agreement, when such
Option expires and becomes unexercisable, except that no Option may be exercised
to any extent by anyone after, and every Option shall expire no later than, the
expiration of ten (10) years following the Grant Date.

                  SECTION 4.5. ADJUSTMENTS IN OUTSTANDING OPTIONS. If the
outstanding shares of Common Stock subject to Options are, from time to time,
changed into or exchanged for a different number or kind of shares of capital
stock or other securities of the Company, or of another corporation, by reason
of a reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, stock dividend, combination of shares or otherwise, the
Committee shall make an appropriate adjustment in the aggregate number and kind
of shares which may be issued pursuant to Section 2.1 hereof and the number and
kind of shares as to which all outstanding Options, or portions thereof then
unexercised, shall be exercisable. Such adjustment in an outstanding Option
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option Price per share.

                  SECTION 4.6. MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION,
LIQUIDATION OR DISSOLUTION. In its discretion, and on such terms and conditions
as it deems appropriate, coincident with or after the grant of any Option, the
Committee may provide by the terms of any Option that such Option cannot be
exercised after the merger or consolidation of the Company into another
corporation, the exchange of all or substantially all of the assets of the
Company for the securities of another corporation, the acquisition by another
corporation of 80% or more of the Company's then outstanding shares of voting
stock or the liquidation or dissolution of the Company, and if the Committee so
provides, it will also provide either by the terms of such Option or by a
resolution adopted prior to the occurrence of such merger, consolidation,
exchange, acquisition, liquidation or dissolution, that, for ten (10) business
days prior to such event, such Option shall be exercisable as to all shares
subject thereto, notwithstanding anything to the contrary in Section 4.3 or in
any installment provisions of such Option (but subject to the provisions of
Section 4.4) and that, upon the occurrence of such event, such Option shall
terminate and be of no further force or effect; provided, however, that the
Committee may also provide, in its discretion, that even if the Option shall
remain exercisable after any such event, from and after such event, any such
Option shall be exercisable only for the kind and amount of securities and other
property (including cash), or the cash equivalent thereof, receivable as a






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result of such event by the holder of a number of shares of stock for which such
Option could have been exercised immediately prior to such event, except that,
in the event of a sale of all or substantially all of the assets of the Company,
or a merger or consolidation of the Company in which the Company is not the
surviving entity, this proviso shall not be applicable unless the transferee or
surviving entity agrees to assume the obligations of the Company under the Plan
and any Option Agreements outstanding at the time of the transaction; and
provided, further, that the Committee may also provide, in its discretion, that
such Option shall instead be canceled effective upon such transaction to the
extent of any unexercised portion of the shares of Common Stock subject to such
Option, whether or not exercisable, in exchange for payment to the Optionee
equal to the amount, if any, by which (i) the aggregate value of the canceled,
exercisable Option Shares, as determined on the basis of the value of a Common
Share on such transaction, exceeds (ii) the aggregate exercise price of such
canceled, exercisable Option Shares.

                  SECTION 4.7. REPURCHASE RIGHTS. The Stock Option Agreements,
the Stockholders' Agreements, and/or any other agreement (including, without
limitation, the Management Equity Rollover Agreement) may provide for put
rights, call rights and other repurchase rights, upon terms and conditions set
forth therein.

                                   ARTICLE V

                               EXERCISE OF OPTIONS

                  SECTION 5.1. PERSONS ELIGIBLE TO EXERCISE. During the lifetime
of the Optionee, only the Optionee or the Optionee's guardian may exercise an
Option (or any portion thereof) granted to the Optionee. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when such
portion becomes unexercisable under Section 4.4 or Section 4.6, be exercised by
the Optionee's personal representative or by any person empowered to do so under
the deceased Optionee's will or under the then applicable laws of descent and
distribution.

                  SECTION 5.2. PARTIAL EXERCISE. At any time and from time to
time prior to the time when any exercisable Option or exercisable portion
thereof expires or becomes unexercisable under Section 4.4 or Section 4.6, such
Option or portion thereof may be exercised in whole or in part; provided,
however, that the Company shall not be required to issue fractional shares and
the Committee may, by the terms of any Option, require any partial exercise to
be made with respect to a specified minimum number of shares.

                  SECTION 5.3. MANNER OF EXERCISE. An exercisable Option, or any
exercisable portion thereof, may be exercised solely by delivery to the
Secretary or his office of all of the following prior to the time when such
Option or such portion becomes unexercisable under Section 4.4 or Section 4.6:

                  (a) notice in writing signed by the Optionee or other person
then entitled to exercise such Option or portion thereof, stating that such
Option or portion thereof is exercised;




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                  (b) full payment of the Option Price (in cash, by check, by
shares of Common Stock held by the Optionee for at least six (6) months and one
(1) day, purchased on the public market by the Optionee, or by a cashless
exercise procedure as may be established by the Committee) for the shares with
respect to which such Option or portion thereof is thereby exercised, together
with payment or arrangement for payment of any federal income or other tax
required to be withheld by the Company with respect to such shares;

                  (c) such representations and documents as the Committee
reasonably deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act of 1933, as amended, and any other federal,
state or foreign securities laws or regulations; and the Committee may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance, including, without limitation, placing legends on
share certificates, issuing stop-transfer orders to transfer agents and
registrars and requiring execution of an agreement as described in Section 5.5
hereof; and

                  (d) in the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.

                  SECTION 5.4. RIGHTS AS STOCKHOLDERS. The holders of Options
shall not be, nor have any of the rights or privileges of, stockholders of the
Company in respect of any shares purchasable upon the exercise of any part of an
Option unless and until certificates representing such shares have been issued
by the Company to such holders and the Company agrees to issue any such
certificates no later than 30 days after exercise.

                  SECTION 5.5. TRANSFER RESTRICTIONS. The transferability of the
shares of Common Stock purchasable upon the exercise of any part of an Option
shall be subject to the restrictions which are set forth in the Stock Option
Agreement, any agreement referred to in Section 7.3 and any agreement referenced
in any provision thereof.

                                   ARTICLE VI

                                 ADMINISTRATION

                  SECTION 6.1. COMMITTEE. The Committee, when appointed by the
Board, shall consist of at least two Directors and shall serve at the pleasure
of the Board. Appointment of Committee members shall be effective upon
acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee shall be
filled by the Board. In the event that the Board does not specifically appoint a
Committee hereunder, the Board shall be deemed to be the Committee for purposes
of administration of the Plan and all references herein to the Committee shall
be deemed to be references to the Board acting with respect to the Plan in lieu
of the Committee.

                  SECTION 6.2. DUTIES AND POWERS OF COMMITTEE. It shall be the
duty of the Committee to conduct the general administration of the Plan in
accordance with its provisions.





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The Committee shall have the power to interpret the Plan and to adopt such rules
for the administration, interpretation, and application of the Plan as are
consistent herewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules shall be consistent with the basic purpose of the Plan
to grant Options. The Board may, in its absolute discretion, at any time and
from time to time, exercise any and all rights and duties of the Committee under
the Plan.

                  SECTION 6.3. MAJORITY RULE. The Committee shall act by a
majority of its members in office and the Committee may act either by vote at a
telephonic or other meeting or by a memorandum or other written instrument
signed by a majority of the Committee.

                  SECTION 6.4. COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH
ACTIONS. Members of the Committee shall not receive compensation for their
services as members, but all expenses and liabilities they incur in connection
with the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants, appraisers, brokers or other
persons in connection with the administration of the Plan. The Committee, the
Company and the officers and directors of the Company shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee in good faith
shall be final and binding upon all Participants, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan, and all members of the Committee shall be fully protected by the
Company in respect to any such action, determination or interpretation.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

                  SECTION 7.1. OPTIONS NOT TRANSFERABLE. No Option or interest
or right therein shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law or by judgment,
levy, attachment, garnishment or any other legal or equitable proceeding
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 7.1 shall
prevent transfers by will or by the applicable laws of descent and distribution.

                  SECTION 7.2. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Plan may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board. However, without
approval of the Company's stockholders given within 12 months before or after
the action by the Committee, no action of the Committee or the Board may, except
as provided in Section 2.3, increase any limit imposed in Section 2.1 on the
maximum number of shares which may be issued upon exercise of Options or extend
the limit imposed in this Section 7.2 on the period during which Options may be
granted. Neither the amendment, suspension nor termination of the Plan shall,
without the consent of the




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Participant, alter or impair any rights or obligations under any Option
theretofore granted. No Option may be granted during any period of suspension
nor after termination of the Plan, and in no event may any Option be granted
under this Plan after the expiration of ten (10) years from the date the Plan is
adopted or the date the stockholders of the Company approve this Plan, if
earlier.

                  SECTION 7.3. STOCKHOLDERS' AGREEMENTS. The Committee may
require that, prior to the grant of any Option hereunder, the Optionee shall
become a party to voting agreements, stock transfer agreements, registration
rights agreements, liquidity agreements and other securityholder agreements, in
its reasonable discretion. Any transferee (as permitted pursuant to Section 7.1)
of the Optionee shall become a party to such agreements and shall be bound by
the terms thereof as provided therein.

                  SECTION 7.4. EFFECT OF PLAN UPON OTHER COMPENSATION PLANS. The
adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company. Nothing in this Plan shall be construed to limit the
right of the Company to establish any other forms of incentives or compensation
for Participants of the Company; or to grant or assume options or other awards
otherwise than under the Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options or
other awards in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
firm or association.

                  SECTION 7.5. NO RIGHT TO CONTINUE IN EMPLOYMENT. Nothing in
this Plan or in any Stock Option Agreement hereunder shall confer upon any
Participant any right to continue in the employ or service of the Company or
shall interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved, to discharge any Participant at any time for any
reason whatsoever, with or without good cause.

                  SECTION 7.6. TITLES. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Plan.

                  SECTION 7.7. GOVERNING LAW. The Plan shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws.

                  SECTION 7.8. EFFECTIVENESS OF THE PLAN. The Plan shall be
effective as of January 1, 2001, subject to the approval of the Plan by the
shareholders of the Company in a manner intended to comply with the requirements
of Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended.