EXHIBIT 10.44

                                THE VILLAGE BANK

                        INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is made on January 9, 1992, between The Village Bank of Chapel
Hill ("Bank") and Daniel E. Fox {hereinafter referred to as the "Participant"}.

Whereas the Participant is a valuable and trusted employee of the Bank, and the
Bank considers it desirable and in its best interests that the Participant be
given an inducement to acquire a further proprietary interest in the Bank, and
an added incentive to advance the interests of the Bank by possessing an option
to purchase shares of the Bank, in accordance with the Incentive Stock Option
Plan adopted by the Board of Directors of the Bank on March 8, 1982, and
approved by the stockholders on March 22, 1982.

Now, therefore, in consideration of the premises, it is agreed by and between
the parties as follows:

1. GRANT OF OPTION. The Bank hereby grants to the Participant the right,
privilege, and option to purchase 969 Bank shares of its common stock at the
purchase price of $5.25 per share, in the manner and subject to the conditions
hereinafter provided.

2. TIME OF EXERCISE OF OPTION. The aforesaid option may be exercised at any
time, and from time to time, in whole or in part, Until the termination thereof
as provided in paragraph 4 below; provided, however, that the option herein
granted to the Participant shall in no event be exercised while there is
outstanding any option previously granted to him to purchase stock of the Bank,
and further provided that for this purpose any such previously granted option
not having been exercised in full shall be deemed to remain outstanding until
the expiration of the period during which under its initial terms it could have
been exercised.

3. METHOD OF EXERCISE. The option shall be exercised by written notice directed
to the Stock Option Plan Committee of the Bank, accompanied by a check in
payment Of the option price for the number of shares specified and paid for. The
Bank shall make immediate delivery of such shares, provided that if any law or
regulation requires the Bank to take any action with respect to the shares
speclfled in such notice before the issuance thereof, then the date of deliver
of such shares shall be extended for the period necessary to take such action.

4. TERMINATION of OPTION. Except as herein otherwise stated, the option to the
extent not heretofore exercised shall terminate upon the first to occur of the
following dates:

(a) The expiration of three months after the date on which the Participant's
employment by the Bank is terminated (except if such termination be by reason of
death or permanent and total disability);

(b) The expiration of 12 months after the date on which the Participant's
employment by the Bank is terminated, if such termination be by reason of the
Participant's permanent and total disability;

(c) In the event of the Participant's death while in the employ of the Bank, his
executors of administrators may exercise, within 60 days following the date of
his death, the option as to any of the Bank shares not theretofore exercised
during his lifetime; January 10, 2002, (being the expiration of ten years from
the grant of this option).

5. RECLASSIFICATION; CONSOLIDATION, OR MERGER If and to the extent that the
number of issued shares of common stock of the Bank shall be increased or
reduced by chanqe in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to option
and the option price per share shall be proportionately adjusted. If the Bank is
reorganized Or consolidated or merged with another Bank, the Participant shall
be entitled to receive options Covering shares of such

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reorganized, consolidated, or merged company in the same proportion, at an
eqivalent price, and subject to the same conditions. For purposes of the
preceding sentence, the excess of the aggregate fair market value of the shares
subject to the option immediately after the reorganization, consolidation, or
merger over the aggregate option price of such shares shall not be more than the
excess of the aggregate fair market value of all shares subject to the option
immediately before such reorganization, consolidation, or merger over the
aggregate option price of such shares, and the new option or assumption of the
old option shall not give the Participant additional benefits which he did not
have under the old option, or deprive him of benefits which he had under the old
option.

6. RIGHTS PRIOR TO EXERCISE OF OPTION. This option is nontransferable by the
Participant, except in the event of his death as provided in paragraph 4(c)
above, and during his lifetime is exercisable only by him. The Participant shall
have no rights as a stockholder with respect to the option shares until payment
of the option price and delivery to him of such shares as herein provided.

7. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.

In witness whereof the parties hereto have caused this Agreement to be executed
on the day and year first above written.

THE VILLAGE BANK

Chairman of the Board
and
Secretary