EXHIBIT 10.12
Form and Description of  Nonqualified  Stock Option  Agreements  dated April 30,
1997

Agreements between the Company and the following individuals are identical:

                               D. Scott Wilkerson         Philip S. Payne


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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 Delaware 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. 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: Scott Wilkerson

Date of Grant: April 30, 1997

Number of Shares Subject to Option: 25,250

Exercise Price Per Share: $12.25

Reload Option: (Yes) or (No)

Vesting and Exercise Schedule:

                                 Exercise Period

Number of                           Vesting                   Expiration
Shares                              Date                      Date

   12,200                  April 30, 1998                     April 30, 2007
    4,350                  April 30, 1999                     April 30, 2007
    4,350                  April 30, 2000                     April 30, 2007
    4,350                  April 30, 2001                     April 30, 2007


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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 May 30, 1997.

         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 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 1 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 1 above,
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 term 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,  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 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.

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         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/ Douglas E. Anderson

                                          Title:  Vice President

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

                                                     /s/ D. Scott Wilkerson
                                                     Scott Wilkerson

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