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                                  EXHIBIT 10.1

                          MAIN STREET BANKSHARES, INC.

                       1998 NONSTATUTORY STOCK OPTION PLAN

         Main Street BankShares, Inc., a North Carolina corporation (the
"Corporation"), does herein set forth the terms of its 1998 Nonstatutory Stock
Option Plan (the "Plan"), which was adopted by the Board of Directors (the
"Board") of the Corporation subject to approval by the Corporation's
shareholders as provided in Paragraph 19 hereof, and by the appropriate
regulatory authorities, as provided by law.

         1. PURPOSE OF THIS PLAN. The purpose of this Plan is to provide for the
grant of Nonstatutory Stock Options (the "Options" or singularly, "Option") to
employees and directors of the Corporation who wish to invest in the
Corporation's common stock, par value $5.00 per share (the "Common Stock"). The
Board believes the existence of this Plan will make it possible for the
Corporation to attract capable individuals to serve with the Corporation or any
of its subsidiaries and on the Board.

         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
Corporation 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 number of shares of
Common Stock that shall be available initially for Options under this Plan is
One hundred thirty five thousand nine hundred and ninety seven (135,997),
subject to adjustment as provided in Paragraph 12. Common Stock subject to
Options which expire or terminate prior to exercise of the Options shall lapse
and such shares shall again be available for future grants of Options under this
Plan.

         4. ELIGIBILITY. (a) Options under this Plan may be granted to any
employee or director as determined by the Board. An individual may hold more
than one Option under this or other plans adopted by the Corporation.

                  (b) Upon the forfeiture of an Option for whatever reason prior
to the expiration of the Option Period (as defined in Paragraph 8 hereof) the
shares of Common Stock covered by a forfeited Option shall be available for the
granting of additional Options during the remaining term of this Plan upon such
terms and conditions and to such Optionees (as defined below) as may be
determined by the Board.

         5. OPTION PRICE. (a) The price per share of each Option granted under
this Plan (the "Option Price") shall be determined by the Board as of the
effective date of grant of such Option. In no event shall such Option Price be
less than 100% of the fair market value of the Common Stock on the date of the
grant. An Option shall be considered as granted on the later of (i) the date 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, the Common Stock 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
the Common Stock shall be deemed to be equal to the mean of the closing sale
price as reported for each of the five (5) trading days immediately preceding
the date as of which such determination is made; provided, however, that, if a
closing sale price is not reported for each of the five (5) trading days
immediately preceding the date as of which such determination is made, then the
fair market value shall be equal to the mean of the closing sale prices on those
trading days for which such price is available.

                  (ii) If on the date as of which such determination is made, no
such closing sale prices are reported, but quotations for the Common Stock are
regularly listed on the National Association of Securities Dealers Nasdaq system
or another comparable system, the fair market value of a share of Common Stock
shall be deemed to be equal to the mean of the average of the closing bid and
asked prices for the Common Stock quoted on such system on each of the five (5)
trading days preceding the date as of which such determination is made. If a
closing bid and

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asked price is not available for each of the five (5) trading days, then the
fair market value shall be equal to the mean of the average of the closing bid
and asked prices on those trading days during the five-day period for which such
prices are available.

                  (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
closing bid and asked prices furnished by a professional securities dealer
making a market in such shares, as selected by the Board, for the trading date
first preceding the date as of which such determination is made.

         If the Board determines that the price as determined above does not
represent the fair market value of a share of Common Stock, the Board may then
consider such other factors as it deems appropriate and then fix the fair market
value for the purposes of this Plan.

         6. PAYMENT OF OPTION PRICE. Payment for shares subject to an Option
must be made in cash.

         7. TERMS AND CONDITIONS OF GRANT OF OPTIONS. (a) Each Option granted
pursuant to this Plan shall be evidenced by a written Nonstatutory Stock Option
Agreement (the "Option Agreement") with each employee or director to whom an
Option is granted (the "Optionee"). The Option Agreement shall be in the form
the Board shall adopt and may contain such terms and conditions as the Board may
determine.

                  (b) Notwithstanding any other provision of this Plan, no
person shall be granted an Option or Options under this Plan which would result
in the total number of shares granted to such Optionee to exceed 40% of the
shares allocated to this Plan, or, if greater, the maximum permitted by the
Commissioner of Banks of North Carolina (the "Commissioner of Banks").

         8. OPTION PERIOD. Each Option Agreement shall set forth a period during
which such Option may be exercised (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. (a) An Option shall be exercised by written
notice to the Board signed by an Optionee or by such other person an may be
entitled to exercise such Option or to surrender such Option. 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.

                  (b) 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 following the receipt of the notice of 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 the 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 Corporation for such shares.

         10. EFFECT OF LEAVING THE CORPORATION OR DEATH. (a) In the event that
an Optionee terminates the relationship with the Corporation for any reason
other than retirement, disability, or death, any Option granted to the Optionee
under this Plan, to the extent not previously exercised or surrendered by the
Optionee or expired, shall immediately terminate.

                  (b) In the event of an 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 or surrendered by the Optionee
or expired, for such period of time as may be determined by the Board and
specified in the 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. Notwithstanding any other provision
contained this Plan, or in any Option Agreement, upon retirement, any Option
then held by an Optionee shall be exercisable immediately in full. For purposes
of this Plan, the term "retirement" for a Director shall mean termination of a
Director's membership on the

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Board (i) at any time after attaining age 65 with the approval of the Board; or
(ii) at the election of the Director, at any time after not less than five (5)
years service as a member of the Board.

                  (c) In the event of an 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 surrendered by the Optionee
or expired, for such period of time as may be determined by the Board and
specified in the 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. Notwithstanding any other provision
contained this Plan, or in any Option Agreement, upon an Optionee's disability,
any Option then held by the Optionee shall be exercisable immediately in full.
For purposes of this Plan, the term "disability" shall be defined as may be
determined by the Board.

                  (d) In the event that an Optionee should die while serving on
the Board or as an employee during the Option Period, an Option granted under
this Plan, to the extent that it has not previously been exercised or
surrendered by the Optionee or expired, shall vest and shall be exercisable, in
accordance with the terms of the Option Agreement, 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 the Option Agreement, at
any time within twelve (12) months after the date of death of such Optionee. In
no event may an Option be exercised later than the end of the Option Period
provided in the 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.

         11. EFFECT OF PLAN ON STATUS WITH CORPORATION. The fact that an
Optionee has been granted an Option under this Plan shall not confer on such
Optionee any right to continued service on the Board, nor shall it limit the
right of the Corporation to remove such Optionee from service with the
Corporation 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 Corporation'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 Corporation or its shareholders to make or
authorize any adjustment, recapitalization, reorganization, or other change in
the Corporation's capital structure or its business, or any merger or
consolidation of the Corporation, or to issue bonds, debentures, preferred or
other preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of the Corporation's assets or business.

                  (c) Upon the effective date of the dissolution or liquidation
of the Corporation, or of a reorganization, merger, or consolidation of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or the transfer of all or substantially all of the
assets or shares of the Corporation to another person or entity, or a tender
offer approved by the Board (any such transaction being hereinafter referred to
as an "Acceleration Event"), this Plan and any Options granted hereunder shall
terminate unless provision is made in writing in connection with such
Acceleration Event for the continuance of this Plan and for the assumption of
Options granted hereunder, or the substitution for such Options of new options
for the shares of the successor corporation, or a parent or a subsidiary
thereof, with such appropriate adjustments as may be determined or approved by
the Board, or the successor to the Corporation, to the number, kind and Option
Price of shares subject to such substituted options. In such event, this Plan
and Options granted hereunder, or the new options substituted therefore, shall
continue in the manner and under the terms so provided, but any vesting periods
or other restrictions on exercise that would otherwise apply shall no longer be
applicable. Upon the occurrence of any Acceleration Event in which provision is
not made for the continuance of this Plan and for the assumption of

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Options granted hereunder, or the substitution for such Options of new options
for the shares of a successor corporation or a parent or a subsidiary thereof,
each Optionee to whom an Option has been granted under this Plan (or such
person's personal representative, the executor or administrator of such person's
estate, or any person who acquired the right to exercise such Option from such
person by bequest or inheritance) shall be entitled, prior to the effective date
of the Acceleration Event, (i) to exercise, in whole or in part, the Optionee's
rights under any Option granted to the Optionee without any regard to any
restrictions on exercise that would otherwise apply, or (ii) to surrender any
such Option to the Corporation in exchange for receipt of cash equivalent to the
amount by which the fair market value of the shares of Common Stock such person
would have received had such person exercised the Option in full immediately
prior to consummation of the Acceleration Event exceeds the applicable aggregate
Option Price. To the extent that a person, pursuant to this Subparagraph 12(c)
has a right to exercise or surrender any Option on account of an Acceleration
Event which such person otherwise would not have had at that time, such right
shall be contingent upon the consummation of the Acceleration Event.

         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 or to surrender such Options, may exercise or
surrender any Option or portion thereof to the extend not previously exercisable
or surrendered by an Optionee or expired, in accordance with the terms of the
Option Agreement, prior to the expiration of the exercise period as specified in
Subparagraph 10(d) hereof.

         14. TAX WITHHOLDING. The Corporation shall have the right to deduct or
otherwise effect a withholding or payment of any amount required by federal or
state laws to be withheld or paid with respect to the grant, exercise or
surrender for cash of any Option or the sale of stock acquired upon the exercise
of an Option in order for the Corporation or any of its subsidiaries to obtain a
tax deduction otherwise available as a consequence of such grant, exercise,
surrender for cash, 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 sole 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 Corporation shall indemnify and
hold harmless the members of the Board, and each other officer or employee of
the Corporation 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 reasonable 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 in any respect; 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 two thirds of the outstanding shares of the Common
Stock. Any

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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 any permitted transferee.

         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 has been adopted by
the Board. The Plan shall not be effective until approved by the Commissioner of
Banks and the holders of two thirds of the outstanding shares of Common Stock.

         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
Corporation.

         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.

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








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