Exhibit 10.7

                          CAROLINA NATIONAL CORPORATION

                             2003 STOCK OPTION PLAN



         1.  Purpose  of the  Plan.  The Plan  shall  be  known as the  Carolina
National  Corporation  2003 Stock Option Plan (the  "Plan").  The purpose of the
Plan is to attract and retain the best  available  personnel  for  positions  of
substantial  responsibility and to provide additional  incentive to officers and
key employees of Carolina National Corporation,  or any present or future Parent
or Subsidiary of Carolina National  Corporation  (collectively,  the "Company"),
and to promote the success of the business.  The Plan is intended to provide for
the grant of "Incentive Stock Options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and  Non-qualified  Stock
Options, optiois that do not so qualify. Each and every one of the provisions of
the Plan relating to Incentive  Stock Options shall be interpreted to conform to
the requirements of Section 422 of the Code.

         2. Definitions. As used herein, the following definitions shall apply.

          (a)  "Award"  means  the  grant by the  Board or the  Committee  of an
     Incentive Stock Option or a Non-qualified  Stock Option, or any combination
     thereof, as provided in the Plan.

          (b)  "Company"  shall  mean  Carolina  National  Corporation  and  its
     Subsidiaries, or any successor thereto or Parent thereof.

          (c) "Board"  shall mean the Board of  Directors  of Carolina  National
     Corporation, or any successor thereto or Parent thereof.

          (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (e) "Committee" shall mean the Stock Option Committee appointed by the
     Board in accordance with paragraph 5(a) of the Plan.

          (f) "Common Stock" shall mean common stock, no par value per share, of
     Carolina National Corporation, or any successor thereto.

          (g)  "Continuous  Employment"  or  "Continuous  Status as an Employee"
     shall mean the absence of any  interruption  or  termination  of employment
     with the Company.  Employment  shall not be considered  interrupted  in the
     case of sick leave,  military leave or any other leave of absence  approved
     by the Company (provided,  however, in the case of Incentive Stock Options,
     no such  leave may extend  beyond 90 days  unless  reemployment  rights are
     guaranteed by law), or in the case of transfers  between payroll  locations
     of the Company.



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          (h) "Director"  shall mean a member of the Board of Carolina  National
     Corporation, or any successor thereto.

          (i)  "Effective  Date"  shall  mean the date  specified  in Section 15
     hereof.

          (j) "Employee" shall mean any person employed by the Company.

          (k) "Fair Market  Value" of the Common Stock shall mean: If the Common
     Stock is traded  otherwise  than on a national  securities  exchange at the
     time of an event provided for hereunder,  then the fair market value of the
     Common  Stock shall be not less than the mean between the best bid and best
     asked  price on the date of such  event,  or,  if there is no bid and asked
     price on said date,  then on the next prior business day on which there was
     a best  bid and  best  asked  price.  If no such  bid and  asked  price  is
     available  or if it appears  that the  reported  prices do not reflect bona
     fide market prices, then the fair market value of the Common Stock shall be
     determined by the Board or the Committee.  If the Common Stock is listed on
     a  national  securities  exchange  at the  time of an  event  provided  for
     hereunder, then the fair market value of the Common Stock shall be not less
     than the average of the highest and lowest  selling  price on such exchange
     on the date of such event, or, if there were no sales on said date, then on
     the next prior business day on which there was a sale.

          (l) "Incentive Stock Option" or "ISO" shall mean an option to purchase
     Shares  granted by the  Committee  pursuant  to  Section 8 hereof  which is
     subject  to the  limitations  and  restrictions  of Section 8 hereof and is
     intended to qualify under Section 422 of the Code.

          (m)  "Non-qualified  Stock  Option"  shall mean an option to  purchase
     Shares granted  pursuant to Section 9 hereof,  which option is not intended
     to qualify under Section 422 of the Code.

          (n) "Option"  shall mean an Incentive  or  Non-qualified  Stock Option
     granted  pursuant to this Plan providing the holder of such Option with the
     right to purchase Common Stock.

          (o)  "Optioned  Stock"  shall mean Common  Stock  subject to an Option
     granted pursuant to the Plan.

          (p)  "Optionee"  shall mean any person who receives an Option or Award
     pursuant to the Plan.

          (q) "Parent" shall mean any present or future  corporation which would
     be a "parent  corporation" as defined in Subsections  424(e) and (g) of the
     Code.

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          (r) "Participant"  means any officer or key employee of the Company or
     any other person  providing a service to the Company who is selected by the
     Board or the Committee to receive an Award,  or who by the express terms of
     the Plan is granted an Award.

          (s) "Plan" shall mean The Carolina  National  Corporation Stock Option
     Plan.

          (t) "Share" shall mean one share of the Common Stock.

          (u) "Subsidiary"  shall mean any present or future  corporation  which
     would be a "subsidiary  corporation"  as defined in Subsections  424(f) and
     (g) of the Code.

         3.  Shares  Subject to the Plan.  Except as  otherwise  required by the
provisions of Section 13 hereof,  the aggregate number of Shares with respect to
which  Awards may be made  pursuant  to the Plan shall be  129,402.  Such Shares
shall be authorized  but unissued  shares of the Common Stock.  Shares of Common
Stock  subject to Options  which for any reason are  terminated  unexercised  or
expire shall again be available for issuance under the Plan.

         4.       Six Month Holding Period.

         A total of six months must  elapse  between the date of the grant of an
Option and the date of the sale of Common Stock received through the exercise of
an Option.

         5.       Administration of the Plan.

          (a)  Composition of the Committee.  The Plan shall be  administered by
the Board or a  Committee  appointed  by the  Board,  which  shall  serve at the
pleasure of the Board. Such Committee shall be constituted solely of two or more
Directors  who are not currently  officers or employees of the Company,  and who
qualify  to  administer  the  Plan as  contemplated  by  Rule  16b-3  under  the
Securities Exchange Act of 1934, or any successor rule.

          (b) Powers of the Committee.  The Board or the Committee is authorized
(but only to the extent not contrary to the express  provisions  of the Plan or,
in the case of the Committee,  to resolutions adopted by the Board) to interpret
the Plan, to prescribe,  amend and rescind rules and regulations relating to the
Plan,  to  determine  the form and content of Awards to be issued under the Plan
and to make other  determinations  necessary or advisable for the administration
of the Plan. The Committee also shall have and may exercise such other power and
authority  as may be  delegated to it by the Board from time to time. A majority
of the entire  Committee shall  constitute a quorum and the action of a majority
of the  members  present at any  meeting  at which a quorum is present  shall be
deemed the action of the  Committee.  In no event may the Board or the Committee
revoke outstanding Awards without the consent of the Participant.



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         The  Chairman of the Board of  Directors  of the Company and such other
officers  as shall  be  designated  by the  Board or the  Committee  are  hereby
authorized to execute instruments evidencing Awards on behalf of the Company and
to cause them to be delivered to the participants.

          (c)  Effect  of  Board's  or  Committee's  Decision.   All  decisions,
determinations and  interpretations of the Board or the Committee shall be final
and conclusive on all persons affected thereby.

         6.  Eligibility.  Awards may be granted to officers,  key employees and
directors of the  Company.  The Board or the  Committee  shall from time to time
determine the officers,  key employees and directors who shall be granted Awards
under the Plan, the number to be granted to each such officer,  key employee and
director under the Plan,  and whether  Awards  granted to each such  Participant
under the Plan shall be Incentive and/or  Non-qualified Stock Options (provided,
however,  Incentive  Stock  Options  may  only be  granted  to  persons  who are
employees, including officers, of the Company). In selecting participants and in
determining  the  number of Shares of Common  Stock to be  granted  to each such
Participant  pursuant  to each Award  granted  under the Plan,  the Board or the
Committee  may  consider  the  nature  of the  services  rendered  by each  such
Participant,  each such Participant's current and potential  contribution to the
Company and such other  factors as the Board or the  Committee  may, in its sole
discretion,  deem relevant.  Officers,  key employees or directors who have been
granted an Award may, if otherwise eligible, be granted additional Awards.

         7. Term of the Plan.  The Plan shall  continue  in effect for a term of
ten years from the Effective Date, unless sooner terminated  pursuant to Section
18 hereof.  No Option  shall be granted  under the Plan after ten years from the
Effective Date.

         8. Terms and  Conditions of Incentive  Stock Options.  Incentive  Stock
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock  Option  granted  pursuant  to the Plan  shall be  evidenced  by a written
agreement,  executed by the Company and the Optionee, which states the number of
shares of common stock subject to the Options  granted thereby and the period of
exercisability  of the Options,  and in such form as the Board or the  Committee
shall from time to time approve.  Each and every  Incentive Stock Option granted
pursuant to the Plan shall comply with,  and be subject to, the following  terms
and conditions:

          (a) Option Price.

                (i) The price per Share at which  each  Incentive  Stock  Option
granted  under  the  Plan  may be  exercised  shall  not,  as to any  particular
Incentive  Stock Option,  be less than the Fair Market Value of the Common Stock
at the time such Incentive Stock Option is granted.

                (ii)  In  the  case  of  an  Employee   who  owns  Common  Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time the Incentive  Stock Option is granted,  the  Incentive  Stock Option price
shall not be less than one  hundred  and ten  percent  (110%) of the Fair Market
Value of the Common Stock at the time the Incentive Stock Option is granted.

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          (b) Payment.  Full  payment for each Share of Common  Stock  purchased
upon the exercise of any Incentive  Stock Option granted under the Plan shall be
made at the time of exercise of each such  Incentive  Stock  Option and shall be
paid in cash.  No Shares of Common  Stock  shall be issued  until  full  payment
therefor has been received by the Company, and no Optionee shall have any of the
rights of a  stockholder  of the Company until Shares of Common Stock are issued
to him.

          (c) Term of Incentive  Stock Option.  The term of each Incentive Stock
Option  granted  pursuant  to the Plan shall be not more ten (10) years from the
date each such Incentive  Stock Option is granted,  provided that in the case of
an  Employee  who owns stock  representing  more than ten  percent  (10%) of the
Common Stock outstanding at the time the Incentive Stock Option is granted,  the
term of the Incentive Stock Option shall not exceed five (5) years.

          (d) Exercise  Generally.  Except as  otherwise  provided in Section 10
hereof,  no Incentive  Stock Option may be exercised  unless the Optionee  shall
have been in the  Continuous  Employment  of the Company at all times during the
period  beginning with the date of grant of any such Incentive  Stock Option and
ending  on the date  three  months  prior to the  date of  exercise  of any such
Incentive  Stock  Option.  The Board or the  Committee  may at the time of grant
impose  additional  conditions  upon the right of an Optionee  to  exercise  any
Incentive  Stock Option granted  hereunder which are not  inconsistent  with the
terms of the Plan or the  requirements  for  qualification as an Incentive Stock
Option under Section 422 of the Code.

          (e)  Limitation on Options to be Exercised.  The aggregate Fair Market
Value  (determined  as of the date the Option is  granted)  of the  Shares  with
respect to which  Incentive  Stock Options are exercisable for the first time by
each Employee  during any calendar year under all Incentive  Stock Option plans,
as defined in Section 422 of the Code, of the Company shall not exceed $100,000.
Notwithstanding  the prior  provisions  of this Section  8(e),  the Board or the
Committee  may grant Options in excess of the  foregoing  limitations,  provided
said Options shall be clearly and specifically designated as not being Incentive
Stock Options, as defined in Section 422 of the Code.

          (f)  Transferability.  Any Incentive Stock Option granted  pursuant to
the Plan shall be exercised  during an Optionee's  lifetime only by the Optionee
to whom it was granted and shall not be  assignable  or  transferable  otherwise
than by will or by the laws of descent and distribution.

         9.  Terms  and  Conditions  of   Non-qualified   Stock  Options.   Each
Non-qualified  Stock Option granted pursuant to the Plan shall be evidenced by a
written  agreement,  executed by the Company and the Optionee,  which states the
number of shares of common stock subject to the Options  granted thereby and the
period of  exercisability  of the Options,  and in such form as the Board or the
Committee shall from time to time approve.  Each and every  Non-qualified  Stock
Option  granted  pursuant  to the Plan shall  comply  with and be subject to the
following terms and conditions.



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<PAGE>

          (a) Option  Price.  The  exercise  price per Share of Common Stock for
each  Non-qualified  Stock Option granted  pursuant to the Plan shall be at such
price as the Board or the Committee may determine in its sole discretion.

          (b) Payment.  Full  payment for each Share of Common  Stock  purchased
upon the exercise of any Non-qualified Stock Option granted under the Plan shall
be made at the time of  exercise  of each such  Non-qualified  Stock  Option and
shall be paid in cash.  Cashless  exercise  of  Non-qualified  Stock  Options or
exercise  of  Options  by  surrender  of  previously  owned  Shares  may also be
permitted  upon such terms as shall be provided in the agreement  evidencing the
grant of Options or as  otherwise  permitted by the Board or the  Committee.  No
Shares of Common  Stock shall be issued  until full  payment  therefor  has been
received  by the  Company  and no  Optionee  shall  have any of the  rights of a
stockholder of the Company until the Shares of Common Stock are issued to him.

          (c) Term. The term of each Non-qualified Stock Option granted pursuant
to the Plan  shall be not more  than ten  (10)  years  from the date  each  such
Non-qualified Stock Option is granted.

          (d)  Exercise  Generally.  The  Board  or  the  Committee  may  impose
additional  conditions  upon  the  right  of any  Participant  to  exercise  any
Non-qualified Stock Option granted hereunder which are not inconsistent with the
terms of the Plan.

          (e)  Transferability.  Any Non-qualified Stock Option granted pursuant
to the  Plan  shall be  exercised  during  an  Optionee's  lifetime  only by the
Optionee  to whom it was  granted and shall not be  assignable  or  transferable
otherwise than by will or by the laws of descent and distribution.

     10. Effect of Termination  of Employment,  Disability or Death on Incentive
Stock Options.

          (a)  Termination  of  Employment.  In the  event  that any  Optionee's
employment with the Company shall terminate for any reason, other than Permanent
and Total Disability (as such term is defined in Section 22 (e) (3) of the Code)
or death,  all of any such Optionee's  Incentive  Stock Options,  and all of any
such  Optionee's  rights to purchase or receive  Shares of Common Stock pursuant
thereto,  shall  automatically  terminate  on the earlier of (i) the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the expiration of
not more than three months after the date of such termination of employment, but
only if, and to the extent that,  the Optionee was entitled to exercise any such
Incentive Stock Options at the date of such termination of employment.

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          (b) Disability.  In the event that any Optionee's  employment with the
Company shall  terminate as the result of the Permanent and Total  Disability of
such Optionee, such Optionee may exercise any Incentive Stock Options granted to
him pursuant to the Plan at any time prior to the earlier of (i) the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the date which is
one year after the date of such  termination of employment,  but only if, and to
the extent that, the Optionee was entitled to exercise any such Incentive  Stock
Options at the date of such termination of employment.

          (c) Death.  In the event of the death of an  Optionee,  any  Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is one year after the date of death of such  Optionee  but only if, and to
the extent that, the Optionee was entitled to exercise any such Incentive  Stock
Options at the date of death.  For purposes of this Section 10(c), any Incentive
Stock Option held by an Optionee shall be considered  exercisable at the date of
his death if the only unsatisfied  condition  precedent to the exercisability of
such  Incentive  Stock Option at the date of death is the passage of a specified
period of time. At the discretion of the Board or the  Committee,  upon exercise
of such  Options  the  Optionee  may  receive  Shares  or cash or a  combination
thereof.  If cash shall be paid in lieu of  Shares,  such cash shall be equal to
the  difference  between the Fair Market  Value of such Shares and the  exercise
price of such Options on the exercise date.

          (d)  Incentive  Stock  Options  Deemed  Exercisable.  For  purposes of
Sections  10(a),  10(b) and 10(c) above,  any Incentive Stock Option held by any
Optionee  shall be  considered  exercisable  at the date of  termination  of his
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment.

          (e)  Termination of Incentive  Stock  Options.  To the extent that any
Incentive  Stock Option granted under the Plan to any Optionee whose  employment
with the Company  terminates shall not have been exercised within the applicable
period set forth in this Section 10, any such  Incentive  Stock Option,  and all
rights to purchase or receive  Shares of Common Stock pursuant  thereto,  as the
case may be, shall terminate on the last day of the applicable period.

         11.  Effect  of  Termination  of  Employment,  Disability  or  Death on
Non-qualified  Stock Options.  The terms and conditions of  Non-qualified  Stock
Options  relating to the effect of the termination of an Optionee's  employment,
disability of an Optionee or his death shall be such terms and conditions as the
Board or the Committee shall, in its sole  discretion,  determine at the time of
termination,  unless specifically  provided for by the terms of the Agreement at
the time of grant of the Award.

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     12. Right of Repurchase and  Restrictions on Disposition.  The Board or the
Committee,  in its sole discretion,  may include at the time of award, as a term
of any Incentive Stock Option or  Non-qualified  Stock Option,  the right of the
Company (the  "Repurchase  Right") but not the obligation,  to repurchase all or
any amount of the Shares acquired by an Optionee pursuant to the exercise of any
such Options.  The intent of the Repurchase  Right is to encourage the continued
employment of the Optionee.  The Repurchase Right shall provide for, among other
things,  a specified  duration of the Repurchase  Right,  a specified  price per
Share to be paid upon the exercise of the Repurchase  Right and a restriction on
the  disposition  of the  Shares  by  the  Optionee  during  the  period  of the
Repurchase  Right.  The  Repurchase  Right may permit the Company to transfer or
assign such right to another  party.  The Company may  exercise  the  Repurchase
Right only to the extent permitted by applicable law.

     13. Recapitalization,  Merger, Consolidation, Change in Control and Similar
Transactions.

          (a)  Adjustment.  The  aggregate  number of Shares of Common Stock for
which  Options may be granted  hereunder,  the number of Shares of Common  Stock
covered by each outstanding  Option,  and the exercise price per Share of Common
Stock  of each  such  Option,  shall  all be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  Shares of Common
Stock resulting from a subdivision or consolidation of Shares (whether by reason
of merger, consolidation, recapitalization, reclassification, splitup, spin-off,
stock split,  combination  of shares,  or  otherwise)  or the payment of a stock
dividend (but only on the Common Stock) or any other increase or decrease in the
number  of  such  Shares  of  Common  Stock  effected  without  the  receipt  of
consideration   by  the  Company   (other   than   Shares  held  by   dissenting
stockholders).

          (b) Change in Control. All outstanding Awards shall become immediately
exercisable in the event of a change in control or imminent change in control of
the  Company.  In the event of such a change in  control or  imminent  change in
control, the Optionee shall, at the discretion of the Board or the Committee, be
entitled  to receive  cash in an amount  equal to the Fair  Market  Value of the
Common Stock  subject to any  Incentive or  Non-qualified  Stock Option over the
Option  Price of such Shares,  in exchange for the  surrender of such Options by
the Optionee on that date. Fair Market Value shall be measured as of the date of
any event  described  below that  constitutes  a change in  control or  imminent
change in control.  For purposes of this Section 13,  "change in control"  shall
mean:  (i) the  execution  of an  agreement  for the sale of all,  or a material
portion, of the assets of the Company;  (ii) the execution of an agreement for a
merger or  recapitalization  of the Company of which the Company will not be the
surviving entity or any merger or  recapitalization  of which the Company is not
the  surviving  entity;  (iii) a change of control of the Company,  as otherwise
defined or  determined by the Board of Governors of the Federal  Reserve  System
pursuant  to  federal  law,  or  regulations  promulgated  by it;  or  (iv)  the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of 25% or more
of the outstanding voting securities of the Company by any person, trust, entity
or  group.  This  limitation  shall  not  apply to the  purchase  of  shares  by
underwriters  in  connection  with a public  offering of Company  stock,  or the
purchase of shares of up to 25% of any class of  securities  of the Company by a
tax  qualified  employee  stock  benefit plan of the Company or to a transaction
which forms a holding


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company for the Company,  if the  shareholders of the Company own  substantially
the same proportionate interests of the stock of the holding company immediately
after the  transaction  except for changes caused by the exercise of dissenter's
rights. The term "person" refers to an individual or a corporation, partnership,
trust,  association,   joint  venture,  pool,  syndicate,  sole  proprietorship,
unincorporated  organization or any other form of entity not specifically listed
herein.  For purposes of this  Section 13,  "imminent  change in control"  shall
refer to any offer or  announcement,  oral or written,  by any person or persons
acting as a group,  to  acquire  control  of the  Company.  Whether  there is an
imminent  change in control shall be  determined by the Board or the  Committee.
The decision of the Board or the  Committee as to whether a change in control or
imminent change in control has occurred shall be conclusive and binding.

          (c) Cancellation and Payment for Options in the Event of Extraordinary
Corporate  Action.  Subject to any required  action by the  stockholders  of the
Company,  in the  event of any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation or other  extraordinary  corporate action or event, the Board or the
Committee, in its sole discretion,  shall have the power, prior or subsequent to
such action or event to:

               (i) cancel any or all previously  granted Options,  provided that
          consideration  is paid to the Optionee in connection  therewith  which
          consideration  is  sufficient  to put the  Optionee in as  favorable a
          financial  position  as he would have been if the options had not been
          cancelled; and/or

               (ii)  subject  to Section  13(a) and (b)  above,  make such other
          adjustments in connection with the Plan as the Board or the Committee,
          in its sole  discretion,  deems necessary,  desirable,  appropriate or
          advisable;  provided,  however,  that no action  shall be taken by the
          Committee which would cause  Incentive Stock Options granted  pursuant
          to the Plan to fail to meet the  requirements  of  Section  422 of the
          Code.

     Except as  expressly  provided  in  Sections  13(a) and  13(b)  hereof,  no
Optionee  shall have any rights by reason of the occurrence of any of the events
described in this Section 13.

          (d)  Acceleration.  The Board or the Committee shall at all times have
the power to accelerate  the exercise date of Options  previously  granted under
the Plan.

     14. Time of Granting Options. The date of grant of an Option under the Plan
shall,  for all purposes,  be the date on which the Company executes the written
agreement to grant such Option.  Notice of the  determination of the grant of an


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Option shall be given to each  individual to whom an Option is so granted within
a reasonable time after the date of such grant in a form determined by the Board
or the Committee.

     15.  Effective  Date. The Plan shall become  effective upon adoption by the
Board of  Directors,  but shall be subject to  approval by the  shareholders  of
Carolina National  Corporation.  Options may be granted prior to approval of the
Plan by the stockholders Carolina National Corporation.

     16. Approval by Stockholders. The Plan shall be approved by stockholders of
Carolina National  Corporation within twelve months before or after the date the
Plan becomes effective.

     17.  Modification of Options.  At any time and from time to time, the Board
may or may  authorize  the  Committee to direct the  execution of an  instrument
providing  for the  modification  of any  outstanding  Option,  provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or  benefit  which  could  not be  conferred  on him by the grant of a new
Option at such time, or shall materially  decrease the Optionee's benefits under
the Option without the consent of the holder of the Option,  except as otherwise
permitted  under  Section  18  hereof.  Notwithstanding  anything  herein to the
contrary,  the  Board or the  Committee  shall  have  the  authority  to  cancel
outstanding  Options with the consent of the Optionee and to reissue new Options
at a lower exercise price, (provided,  however, the exercise price for Incentive
Stock  Options  shall in no event be less  than the then Fair  Market  Value per
share of Common  Stock),  in the event that the Fair  Market  Value per share of
Common  Stock at any time prior to the date of exercise of  outstanding  Options
falls below the exercise price of such Options.

     18. Amendment and Termination of the Plan.

          (a) Action by the Board.  The Board may alter,  suspend or discontinue
the  Plan,  except  that no action of the  Board  may  increase  (other  than as
provided  in Section 13 hereof)  the maximum  number of Shares  permitted  to be
optioned  under  the  Plan,   materially   increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Company.

          (b) Change in  Applicable  Law.  Notwithstanding  any other  provision
contained  in the Plan,  in the event of a change in any  federal  or state law,
rule  or  regulation  which  would  make  the  exercise  of all or  part  of any
previously  granted  Incentive  and/or  Non-qualified  Stock Option  unlawful or
subject the Company to any penalty, the Committee may restrict any such exercise
without the consent of the Optionee or other  holder  thereof in order to comply
with any such law, rule or regulation or to avoid any such penalty.

     19.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without


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<PAGE>

limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

     The inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares  hereunder  shall relieve the Company of any liability in
respect of the non-issuance or sale of such Shares.

     As a condition  to the  exercise of an Option,  the Company may require the
person exercising the Option to make such  representations and warranties as may
be necessary to assure the  availability  of an exemption from the  registration
requirements of federal or state securities law.

     20.  Reservation  of Shares.  During the term of the Plan, the Company will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

     21.  Unsecured  Obligation.  No  Participant  under the Plan shall have any
interest  in any fund or special  asset of the  Company by reason of the Plan or
the grant of any  Incentive or  Non-qualified  Stock  Option under the Plan.  No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-qualified Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any Participant.

     22.  Withholding  Tax. The Company  shall have the right to deduct from all
amounts paid in cash with respect to the cashless  exercise of Options under the
Plan  any  taxes  required  by law to be  withheld  with  respect  to such  cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the exercise of an Option  pursuant to the Plan,  the Company  shall
have the  right to  require  the  Participant  or such  other  person to pay the
Company the amount of any taxes  which the Company is required to withhold  with
respect to such Shares, or, in lieu thereof,  to retain, or sell without notice,
a number of such Shares sufficient to cover the amount required to be withheld.

     23.  Governing  Law.  The  Plan  shall  be  governed  by and  construed  in
accordance  with the laws of the State of South  Carolina,  except to the extent
that federal law shall be deemed to apply.


     24. Compliance With Rule 16b-3. With respect to persons to whom options are
granted  hereunder who are subject to Section 16 of the Securities  Exchange Act
of 1934: (i) this Plan is intended to comply with all  applicable  conditions of
Rule   16b-3   or   its   successors,    (ii)   all    transactions    involving
insider-participants  are subject to such  conditions are expressly set forth in
the  Plan,  and  (iii)  any  provision  of the  Plan  or  action  by the  Plan's
administrators  that is contrary to a condition of Rule 16b-3 shall not apply to
insider-participants.



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