EXHIBIT 10.31
                       1998 DECLARATION OF AMENDMENT TO
                            1997 OMNIBUS STOCK PLAN
                                  OF C3, INC.


            THIS DECLARATION OF AMENDMENT, made this 22nd day of November, 1998,
by C3, INC., a North Carolina corporation (the "Corporation"), to the 1997
Omnibus Stock Plan of C3, Inc. (the "Plan");

                               R E C I T A L S:

            It is deemed advisable to amend the Plan to alter the permissible
methods of payment of the option price upon exercise by deleting the reference
in Section 6(c)(ii) to payment by withholding of shares of the Corporation's
common stock, except in the event of a "change of control" (as defined in the
Plan) of the Corporation.

            NOW, THEREFORE, IT IS DECLARED that the Plan shall be and hereby is
amended, effective with respect to all outstanding options, provided that the
consent of the optionee is obtained, and all subsequent options which may be
granted on or after the date hereof, by deleting Section 6(c)(ii) of the Plan
and inserting therefor the following:

      "(ii)    An Option may be exercised by giving written notice to the
               Corporation at such place as the Corporation shall direct. Such
               notice shall specify the number of shares to be purchased
               pursuant to an Option and the aggregate purchase price to be paid
               therefor, and shall be accompanied by the payment of such
               purchase price. Such payment shall be in the form of (A) cash;
               (B) shares of Common Stock owned by the Participant at the time
               of exercise; (C) delivery of written notice of exercise to the
               Corporation and delivery to a broker of written notice of
               exercise and irrevocable instructions to promptly deliver to the
               Corporation the amount of sale or loan proceeds to pay the Option
               Price; or (D) a combination of the foregoing methods, as elected
               by the Participant. Notwithstanding the foregoing, in the event
               of a "change of control" of the Corporation (as such term is
               defined in Section 19(b) herein), then, in addition to the
               foregoing methods of exercise, payment may also be made by the
               withholding of shares of Common Stock otherwise deliverable upon
               exercise. Shares tendered or withheld in payment on the exercise
               of an Option shall be valued at their fair market value on the
               date of exercise, as determined by the Committee by applying the
               provisions of Section 6(b)(ii)."







            IN WITNESS WHEREOF, this Declaration of Amendment is executed on
behalf of C3, Inc. as the day and year first above written.


                                    C3, INC.


                                    By: /s/ Robert S. Thomas
                                        ---------------------------------
                                        Robert S. Thomas
                                        President


ATTEST:

/s/ Mark W. Hahn
- ---------------------------
Mark W. Hahn
Secretary


[Corporate Seal]


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