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                                                                   EXHIBIT 10.45


                               JAMESON INNS, INC.
                            1996 STOCK INCENTIVE PLAN

         1. PURPOSE. The purpose of the Jameson Inns, Inc. 1996 Stock Incentive 
Plan (the "Plan") is to encourage the key administrative and management
personnel of Jameson Inns, Inc., Jameson Construction Company, Jameson
Development Company and Jameson Operating Company (collectively, the "Company")
to continue in the employ of the Company and to furnish incentives to such
persons by providing such persons opportunities to acquire shares of the $0.10
par value common stock of the Company ("Common Stock") on terms as herein
provided.

         2. SHARES RESERVED UNDER THIS PLAN. There is hereby reserved for
issuance under this Plan an aggregate of Five Hundred Thousand (500,000) shares
of Common Stock, which may be newly-issued or treasury shares. If there is a
forfeiture or cancellation of any shares of Common Stock awarded under this
Plan, all of such forfeited or cancelled shares may again be used for new awards
of Common Stock under this Plan; provided, however, that in no event may the
number of shares of Common Stock issued under this Plan exceed the total number
of shares reserved for issuance hereunder.

         3. ADMINISTRATION. This Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors. The Committee shall be
appointed by and serve at the pleasure of the Board of Directors. A majority of
the Committee members shall constitute a quorum, and the act of a majority of
the members present at any meeting at which a quorum is present, and any act
approved in writing by a majority of the members without a meeting, shall be the
act of the Committee. Any such act shall be final and binding upon all persons.
The Committee shall have full power to construe and interpret this Plan and to
adopt such rules, regulations, guidelines, subplans, procedures and the like for
carrying out this Plan as it may deem necessary, proper and in the best
interests of the Company.

         Notwithstanding the foregoing paragraph, this Plan shall be
administered, as to those officers and key employees of the Company who are
otherwise eligible to receive awards of shares of Common Stock pursuant to
Section 4 hereof and who are subject to the limitations of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Insiders"),
by a Special Stock Plan Committee (the "Special Committee") consisting of not
less than two members of the Board of Directors each of whom shall be a
"disinterested person" within the meaning of applicable rules and regulations
promulgated by the Securities and Exchange Commission (the "SEC"). The Special
Committee shall be appointed, governed, indemnified and authorized as is the
Committee hereinabove described. However, the Special Committee shall have
absolute discretion as to all matters concerning Insiders. The term "Committee,"
as used herein, shall refer to the Compensation Committee or the Special Stock
Plan Committee as the context requires.

         4. ELIGIBILITY. Eligibility for an award of shares of Common Stock
under the provisions of this Plan (an "Award") shall be limited to employees of
the Company in positions of responsibility whose business decisions, in the
judgment of the Committee, have a significant 


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effect upon the performance of the Company and to such other key employees as
the Committee may from time to time designate.

         5. COMMON STOCK AWARDS. Those employees of the Company who receive
Awards under this Plan ("Participants") shall be awarded such number of shares
of Common Stock as are determined by the Committee. Recommendations for the
grant of Awards under this Plan shall be made by management to the Committee.
The Committee has the full and exclusive power to determine which employees of
the Company shall receive Options; provided, however, that, subject to the
limitations of this Plan, the Committee may delegate to management the authority
to determine (a) which of those Company employees who are not Insiders are
eligible for Awards hereunder, and (b) the number of shares of Common Stock to
be awarded.

         6. VESTING. Except as otherwise provided in this Section 6, an Award
shall mature and vest only on the tenth anniversary of the date of the Award and
only if the Participant who received the Award has been in the continuous
employment of the Company from the date of the Award until such tenth
anniversary. In the event of a Participant's death during employment with the
Company, all unvested Awards made to such Participant shall become fully vested
and may pass by will or the laws of descent and distribution if such Participant
was in the continuous employment of the Company from the date(s) of such
Award(s) until the date of such Participant's death. In the event of a
Participant's disability during employment with the Company, all unvested Awards
made to such Participant shall become fully vested if such Participant was in
the continuous employment of the Company from the date(s) of such Award(s) until
the date of such Participant's disability. For purposes of this Plan, an
individual is disabled if he or she is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than six months.

         7. TERMS AND CONDITIONS OF AWARDS. Awards made pursuant to this Plan
shall be evidenced by Award Agreements in such form as the Committee shall, from
time to time, approve, which Award Agreements shall comply with and be subject
to the following terms and conditions:

                  a. Number of Shares: Each such Award Agreement shall state the
         number of shares of Common Stock (subject to adjustment as provided
         herein) to which it pertains.

                  b. Restrictions: In addition to the restrictions required
         under Section 6 of this Plan, Common Stock covered by an Award shall be
         subject to such restrictions on transferability and other restrictions
         as the Committee may impose (including, without limitation, the
         forfeiture thereof, limitations on the right to vote such Common Stock
         or the right to receive dividends thereon), which restrictions may
         lapse separately or in combination at such time, in such installments
         or otherwise, as the Committee shall determine at the time of grant or
         thereafter.


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                  c. Forfeiture: Except as otherwise determined by the Committee
         at the time of grant or thereafter, upon termination of employment (as
         determined under criteria established by the Committee) during the
         applicable forfeiture restriction period, Common Stock that is at that
         time subject to forfeiture restrictions shall be forfeited and
         reacquired by the Corporation; provided, however, that the Committee
         may provide, by rule or regulation or in any Award Agreement, that
         forfeiture restrictions on Common Stock shall be waived in whole or in
         part in the event of terminations resulting from specified causes, and
         the Committee may in other cases waive in whole or in part forfeiture
         restrictions on Common Stock.

                  d. Certificates for Shares: Common Stock awarded under this
         Plan may be evidenced in such manner as the Committee shall determine,
         including, without limitation, issuance of certificates representing
         shares of Common Stock. Any certificates representing shares of Common
         Stock subject to the restrictions imposed by this Plan or the Committee
         shall be registered in the name of the Participant and shall bear an
         appropriate legend referring to the terms, conditions and restrictions
         applicable to such Common Stock.

                  e. Nontransferability: Neither an Award nor the shares of
         Common Stock represented thereby may be assigned, transferred, pledged,
         hypothecated, sold or otherwise disposed of, in whole or in part,
         voluntarily or involuntarily, except by will or the laws of descent and
         distribution, any such assignment, transfer, pledge, hypothecation,
         sale or other disposition being void and of no effect.


         8. OTHER PROVISIONS; SECURITIES REGISTRATION. An Award under this Plan
may be subject to such other provisions as counsel to the Company deems
appropriate, including, without limitation, provisions imposing restrictions on
resale or other disposition of such shares and such provisions as may be
appropriate to comply with federal or state securities laws and stock exchange
requirements. The Company shall not be required to issue or deliver any
certificate for Common Stock awarded under this Plan prior to the admission of
such shares to listing on any stock exchange on which Common Stock at that time
may be listed. If, at any time during the period after an Award under this Plan
and the issuance of the certificate(s) for such shares, the Company shall be
advised by its counsel that the shares deliverable upon vesting are required to
be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law, or that delivery of such shares must be
accompanied or preceded by a prospectus meeting the requirements of the
Securities Act, the Company will use its best efforts to effect such
registration or provide such prospectus not later than a reasonable time
following an Award under this Plan, but delivery of a certificate for such
shares by the Company may be deferred until such registration is effected or
such prospectus is available.

         All certificates for Common Stock delivered under the terms of this
Plan shall be subject to such stop-transfer orders and other restrictions as
counsel to the Company may deem advisable under federal or state securities
laws, rules and regulations thereunder, and the rules 


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of any stock exchange on which Common Stock may be listed. The Company may cause
a legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions or any other restrictions or limitations that may
be applicable to such shares.

         9. EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become effective as
of May 30, 1996, the date of its approval by the Board of Directors of the
Company, subject to the approval of this Plan by the affirmative vote of holders
of a majority of shares of Common Stock present in person or represented by
proxy at a meeting of stockholders of the Company or by written consent of the
holders of a majority of the such shares entitled to vote on this matter. Any
Awards granted under this Plan prior to such approval of stockholders shall be
effective when made (unless otherwise specified by the Committee at the time of
grant) but shall be conditioned upon and subject to such approval of the Plan by
stockholders. No shares of Common Stock shall be awarded under this Plan more
than ten (10) years after the date of its approval by the stockholders of the
Company.

         10. AMENDMENT OF THE PLAN. The Board may amend this Plan from time to
time or terminate this Plan at any time, but no such action shall reduce the
number of shares of Common Stock awarded to any Participant or adversely change
the vesting provisions thereof without the Participant's consent. However,
notwithstanding the foregoing, no amendment may (i) materially increase the
benefits accruing to Participants; (ii) materially increase the total number of
shares which may be issued under this Plan; or (iii) materially modify the
requirements as to eligibility for participation in this Plan, and this Plan may
not be amended more frequently than once every six months, other than to comport
with changes in the Internal Revenue Code of 1986, as amended (the "Code"), or
the rules thereunder or result in this Plan losing its status as a protected
plan under Rule 16b-3, as amended from time to time, or any successor to such
Rule, promulgated by the SEC under Section 16 of the Exchange Act.

         11. GOVERNMENT REGULATIONS. The Company's obligation to deliver shares
of Common Stock awarded under this Plan is subject to the requirements of any
governmental authority with jurisdiction over the authorization, issuance or
sale of such shares.

         12. NOTICE;TIME. Any notice required or permitted to be given under
this Plan shall be sufficient if in writing and if sent by certified or
registered mail, return receipt requested or delivered in person, in the case of
the Company, to the office of the President of the Company, and otherwise, to
the recipient at the last known address of such recipient on file with the
Company. All periods of time shall begin or end on the day such notice is
personally delivered to any recipient or on the third day after such notice is
deposited in the United States mail in compliance with the preceding provisions
of this Section. Such date of personal delivery or third day following deposit
shall be the date of receipt for purposes of this Plan; in computing the period
of days, the date of receipt shall be included.



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         13. UNFUNDED PLAN. Insofar as it provides for the vesting of Awards in
the future, this Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to Common Stock under
this Plan, any such accounts shall be used merely as a bookkeeping convenience.
The Company shall not be required to segregate any assets that may at any time
be represented by Common Stock the entitlement to which may vest in a
Participant under this Plan, and this Plan shall not be construed as providing
for such segregation. Neither the Company nor the Board shall be deemed to be a
trustee of any Common Stock which has been awarded or the entitlement to which
may vest in an Participant under this Plan. Any liability of the Company to a
Participant with respect to an Award shall be based solely upon any contractual
obligations that may be created by this Plan; no such obligation of the Company
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. Neither the Company nor the Board shall be required to give any
security or bond for the performance of any obligation that may be created by
this Plan.

         14. GENERAL PROVISIONS.

                  a. Governing Law. The validity, interpretation, construction
         and effect of this Plan and any rules and regulations relating to this
         Plan, to the extent not otherwise governed by the Code, the Securities
         Act of 1933, as amended, or the Exchange Act, shall be governed by the
         laws of the State of Georgia (without regard to the conflicts of law
         rules thereof).

                  b. Severability. If any provision of this Plan is or becomes
         or is deemed invalid, illegal or unenforceable in any jurisdiction, or
         would disqualify this Plan or any Award under any law deemed applicable
         by the Company, such provision shall be construed or deemed amended to
         conform to applicable laws or if it cannot be construed or deemed
         amended without, in the determination of the Company, materially
         altering the intent of this Plan, it shall be deleted and the remainder
         of this Plan shall remain in full force and effect; provided, however,
         that, unless otherwise determined by the Company, the provisions shall
         not be construed or deemed amended or deleted with respect to any
         Participant whose rights and obligations under this Plan are not
         subject to the law of such jurisdiction or the law deemed applicable by
         the Company.

         The undersigned, being the duly elected Secretary of Jameson Inns,
Inc., does hereby certify that (i) the Jameson Inns, Inc. 1996 Incentive Stock
Plan was duly approved and adopted by the Board of Directors of Jameson Inns,
Inc. on May 30, 1996, and by the stockholders of Jameson Inns, Inc. on June 29,
1996.



                                 ----------------------------------------------
                                          Steven A. Curlee, Secretary of
                                          Jameson Inns, Inc.


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