EXHIBIT 10.3
Form and description of Nonqualified Stock Option Agreements dated June 30,
1998, and November 2, 1998,


Agreements between the Company and the following individuals are substantially
identical in all material respects except as identified below:

Agreements dated June 30, 1998:

                                D. Scott Wilkerson          Philip S. Payne

Vesting schedule:
  June 30, 1999                          12,500                    12,500
  June 30, 2000                          12,500                    12,500
  June 30, 2001                          12,500                    12,500
  June 30, 2002                           4,900                     4,900

Total shares subject to
option                                   42,400                    42,400


Agreement dated November 1, 1998:

                               Douglas E. Anderson

Vesting schedule:
  November 1, 1999                        6,250
  November 1, 2000                        6,250
  November 1, 2001                        6,250
  November 1, 2002                        6,250

Total shares subject to
option                                   25,000



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                          BODDIE-NOELL PROPERTIES, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT

         A nonstatutory stock option (the "Option") is hereby granted by
Boddie-Noell Properties, Inc., a Maryland corporation (the "Company"), to the
employee named below (the "Employee"), with respect to common stock of the
Company, $.01 par value per share ("Common Stock"), subject to the following
terms and conditions:

         1. Subject to the provisions set forth herein and the terms and
conditions of the Boddie-Noell Properties, Inc. Amended and Restated 1994 Stock
Option and Incentive Plan (the "Plan"), the terms of which are hereby
incorporated by reference, and in consideration of the agreements of Employee
herein provided, the Company hereby grants to Employee an Option to purchase
from the Company the number of shares of Common Stock, at the purchase price per
share, and on the schedule, all as set forth below. Any capitalized term not
otherwise defined in this Agreement shall have the meaning given to such term in
the Plan. The terms and conditions of exercise of the Option and the payment of
the Purchase price are as provided at Section 5 of the Plan. Upon the exercise
of an Option, the Committee shall have the right to require the Employee to
remit to the Company, in any such manner or combination of manners permitted
under the terms of the Plan, an amount sufficient to satisfy all federal, state
and local withholding tax requirements prior to the delivery by the Company of
any certificate for shares of Common Stock.

Name of Employee: D. Scott Wilkerson

Date of Grant: June 30, 1998

Number of Shares Subject to Option: 42,400

Exercise Price Per Share: $13.125

Reload Option: (Yes) or (No)

Vesting and Exercise Schedule:

                                 Exercise Period
     Number of          Vesting                            Expiration
     Shares             Date                               Date

     12,500             June 30, 1999                      June 30, 2008
     12,500             June 30, 2000                      June 30, 2008
     12,500             June 30, 2001                      June 30, 2008
      4,900             June 30, 2002                      June 30, 2008


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         2. The exercise of the Option is conditioned upon the acceptance by
Employee of the terms hereof and the Plan as evidenced by his or her execution
of this Agreement and the return of an executed copy to the Secretary of the
Company no later than October 31, 1998.

         If Employee's employment with the Company and all Subsidiaries is
terminated by reason of death or Disability, as that term is defined in Section
22(e)(3) of the Code or as may be otherwise determined by the Committee, the
vested portion of the Option shall remain exercisable for a period of six months
following the date of such termination of employment (or such longer period as
the Committee shall specify at any time) or until the expiration of the stated
term of the Option as set forth in paragraph I hereof (the "Expiration Date"),
if earlier. If Employee's employment with the Company and all Subsidiaries is
terminated under any circumstance other than for Cause, the vested portion of
the Option shall remain exercisable for a period of three months from the date
of such termination of employment (or such longer period as the Committee shall
specify at any time) or until the Expiration Date, if earlier. If Employee's
employment with the Company and all Subsidiaries is terminated for Cause, the
Option shall terminate immediately and be of no further force and effect;
provided, however, that the Committee may, in its sole discretion, provide that
the Option can be exercised for up to thirty (30) days from the date of
termination of employment or until the Expiration Date, if earlier.

         Written notice of an election to exercise any portion of the Option,
specifying the portion thereof being exercised and the exercise date, shall be
given by Employee, or his personal representative in the event of Employee's
death, (i) by delivering such notice to the Secretary of the Company at the
principal executive offices of the Company or (ii) by delivering such notice to
a broker-dealer with a copy to the Secretary of the Company.

         If expressly permitted in the schedule set forth in paragraph I above,
and if Employee satisfies the obligation to pay the purchase price by
surrendering unrestricted Company shares, then the Option set forth herein shall
include a so-called "reload" feature pursuant to which the Employee exercising
an Option pursuant to this paragraph 2 shall automatically be granted an
additional Option with an exercise price equal to the Fair Market Value of the
Common Stock on the date the additional Option is granted and with the same
expiration date as the original Option being exercised, and with such other
terms as the Committee may provide, to purchase that number of shares of the
Common Stock equal to the number delivered to exercise the original Option. If
not expressly permitted in the schedule set forth in paragraph I above, the
Option granted in this Agreement shall not include such a "reload" feature.

         3. In the event of a Change in Control as defined in the Plan, and if
Employee satisfies the obligation to pay the purchase price by rendering
unrestricted Company shares, then the Option shall automatically become fully
exercisable, notwithstanding any provision in the Plan or herein to the
contrary.

         4. The Option may be exercised only by Employee during his lifetime and
may not be transferred other than by will or the applicable laws of descent or
distribution. The Option shall not


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otherwise be transferred, assigned, pledged or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge or hypothecation or
other disposition of the Option, other than in accordance with the terms set
forth herein, shall be void and of no effect.

         5. Neither Employee nor any other person entitled to exercise the
Option under the terms hereof shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price for such
shares shall have been paid in full.

         6. In the event the Option shall be exercised in whole, this Agreement
shall be surrendered to the Company for cancellation. In the event the Option
shall be exercised in part, or a change in the number or designation of the
Common Stock shall be made, this Agreement shall be delivered by Employee to the
Company for the purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial exercise
or the change in the number of designation of the Common Stock.

         7. The Option shall be exercised in accordance with such administrative
regulations as the Committee shall from time to time adopt.

         8. The Option and this Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of North Carolina.

                                       BODDIE-NOELL PROPERTIES, INC.

                                       By:    /s/ Philip S. Payne
                                       Title: Executive Vice President


         The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.


                                              /s/ D. Scott Wilkerson    (SEAL)
                                              --------------------------------
                                              D. Scott Wilkerson

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