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                                                                    EXHIBIT 10.6

                                MD2PATIENT, INC.
                          2000 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

         1.1      GENERAL. The purpose of the md2patient, Inc. 2000 Long-Term
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
md2patient, Inc. (the "Corporation"), by linking the personal interests of its
employees, officers and directors to those of Corporation shareholders and by
providing its employees, officers and directors with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to
the Corporation in its ability to motivate, attract, and retain the services of
employees, officers and directors upon whose judgment, interest, and special
effort the successful conduct of the Corporation's operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time
to time to selected employees, officers and directors; provided, however, to the
extent necessary to preserve the employee benefits plan exemption under
applicable state blue sky laws, no non-employee director of the Corporation will
be eligible to receive Awards under the Plan until such time, if any, as the
Corporation's common stock shall be traded on a national securities exchange or
on the Nasdaq National Market.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the Board (the "Effective Date"). However,
the Plan shall be submitted to the shareholders of the Corporation for approval
within 12 months of the Board's approval thereof. No Incentive Stock Options
granted under the Plan may be exercised prior to approval of the Plan by the
shareholders and if the shareholders fail to approve the Plan within 12 months
of the Board's approval thereof, any Incentive Stock Options previously granted
hereunder shall be automatically converted to Non-Qualified Stock Options
without any further act. In the discretion of the Committee, Awards may be made
to Covered Employees which are intended to constitute qualified
performance-based compensation under Code Section 162(m). Any such Awards shall
be contingent upon the shareholders having approved the Plan.

                                    ARTICLE 3
                                   DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section

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1.1 unless a clearly different meaning is required by the context. The following
words and phrases shall have the following meanings:

                  (a) "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Share Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

                  (b) "Award Agreement" means any written agreement, contract,
         or other instrument or document evidencing an Award.

                  (c) "Board" means the Board of Directors of the Corporation.

                  (d) "Cause" as a reason for a Participant's termination of
         employment shall have the meaning assigned such term in the employment
         agreement, if any, between such Participant and the Corporation or an
         affiliated company, provided, however that if there is no such
         employment agreement in which such term is defined, "Cause" shall mean
         any of the following acts by the Participant, as determined by the
         Board of Directors of the Corporation: gross neglect of duty, prolonged
         absence from duty without the consent of the Corporation, acceptance of
         a position with another employer without consent of the Corporation,
         intentionally engaging in any activity that is in conflict with or
         adverse to the business or other interests of the Corporation, or
         willful misconduct, misfeasance or malfeasance of duty which is
         reasonably determined to be detrimental to the Corporation.

                  (e) "Change of Control" means and includes the occurrence of
         any one of the following events but shall specifically exclude a Public
         Offering:

                      (i) individuals who, at the Effective Date, constitute the
                  Board (the "Incumbent Directors") cease for any reason to
                  constitute at least a majority of the Board, provided that any
                  person becoming a director after the Effective Date and whose
                  election or nomination for election was approved by a vote of
                  at least a majority of the Incumbent Directors then on the
                  Board (either by a specific vote or by approval of the proxy
                  statement of the Corporation in which such person is named as
                  a nominee for director, without written objection to such
                  nomination) shall be an Incumbent Director; provided, however,
                  that no individual initially elected or nominated as a
                  director of the Corporation as a result of an actual or
                  threatened election contest (as described in Rule 14a-11 under
                  the 1934 Act ("Election Contest") or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of any "person" (as such term is defined in Section 3(a)(9) of
                  the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of
                  the 1934 Act) other than the Board ("Proxy Contest"),

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                  including by reason of any agreement intended to avoid or
                  settle any Election Contest or Proxy Contest, shall be deemed
                  an Incumbent Director;

                       (ii)  any person becomes a "beneficial owner" (as
                  defined in Rule 13d-3 under the 1934 Act), directly or
                  indirectly, of securities of the Corporation representing 35%
                  or more of the combined voting power of the Corporation's then
                  outstanding securities eligible to vote for the election of
                  the Board (the "Company Voting Securities"); provided,
                  however, that the event described in this paragraph (ii) shall
                  not be deemed to be a Change in Control of the Corporation by
                  virtue of any of the following acquisitions: (A) any
                  acquisition by a person who is on the Effective Date the
                  beneficial owner of 35% or more of the outstanding Company
                  Voting Securities, (B) an acquisition by the Corporation which
                  reduces the number of Company Voting Securities outstanding
                  and thereby results in any person acquiring beneficial
                  ownership of more than 35% of the outstanding Company Voting
                  Securities; provided, that if after such acquisition by the
                  Corporation such person becomes the beneficial owner of
                  additional Company Voting Securities that increases the
                  percentage of outstanding Company Voting Securities
                  beneficially owned by such person, a Change in Control of the
                  Corporation shall then occur, (C) an acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation or any Parent or Subsidiary, (D)
                  an acquisition by an underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (E)
                  an acquisition pursuant to a Non-Qualifying Transaction (as
                  defined in paragraph (iii)); or

                       (iii) the consummation of a reorganization, merger,
                  consolidation, statutory share exchange or similar form of
                  corporate transaction involving the Corporation that requires
                  the approval of the Corporation's stockholders, whether for
                  such transaction or the issuance of securities in the
                  transaction (a "Reorganization"), or the sale or other
                  disposition of all or substantially all of the Corporation's
                  assets to an entity that is not an affiliate of the
                  Corporation (a "Sale"), unless immediately following such
                  Reorganization or Sale: (A) more than 50% of the total voting
                  power of (x) the corporation resulting from such
                  Reorganization or the corporation which has acquired all or
                  substantially all of the assets of the Corporation (in either
                  case, the "Surviving Corporation"), or (y) if applicable, the
                  ultimate parent corporation that directly or indirectly has
                  beneficial ownership of 100% of the voting securities eligible
                  to elect directors of the Surviving Corporation (the "Parent
                  Corporation"), is represented by the Corporation Voting
                  Securities that were outstanding immediately prior to such
                  Reorganization or Sale (or, if applicable, is represented by
                  shares into which such Company Voting Securities were
                  converted pursuant to such Reorganization or Sale), and such
                  voting power among the holders thereof is in substantially the
                  same proportion as the voting power of such


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                  Company Voting Securities among the holders thereof
                  immediately prior to the Reorganization or Sale, (B) no person
                  (other than (x) the Corporation, (y) any employee benefit plan
                  (or related trust) sponsored or maintained by the Surviving
                  Corporation or the Parent Corporation, or (z) a person who
                  immediately prior to the Reorganization or Sale was the
                  beneficial owner of 35% or more of the outstanding Company
                  Voting Securities) is the beneficial owner, directly or
                  indirectly, of 35% or more of the total voting power of the
                  outstanding voting securities eligible to elect directors of
                  the Parent Corporation (or, if there is no Parent Corporation,
                  the Surviving Corporation), and (C) at least a majority of the
                  members of the board of directors of the Parent Corporation
                  (or, if there is no Parent Corporation, the Surviving
                  Corporation) following the consummation of the Reorganization
                  or Sale were Incumbent Directors at the time of the Board's
                  approval of the execution of the initial agreement providing
                  for such Reorganization or Sale (any Reorganization or Sale
                  which satisfies all of the criteria specified in (A), (B) and
                  (C) above shall be deemed to be a "Non-Qualifying
                  Transaction"); or

                      (iv) approval by the stockholders of the Corporation
                  of a complete liquidation or dissolution of the Corporation.

                  (f) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (g) "Committee" means the committee of the Board described in
         Article 4.

                  (h) "Corporation" means md2patient, Inc., a Georgia
         corporation.

                  (i) "Covered Employee" means a covered employee as defined in
         Code Section 162(m)(3); provided that no employee shall be a Covered
         Employee until the deduction limitation of Code Section 162(m) are
         applicable to the Corporation and any reliance period under Code
         Section 162(m) has expired, as described in Section 16.15 hereof.

                  (j) "Disability" shall mean any illness or other physical or
         mental condition of a Participant that renders the Participant
         incapable of performing his customary and usual duties for the
         Corporation, or any medically determinable illness or other physical or
         mental condition resulting from a bodily injury, disease or mental
         disorder which, in the judgment of the Committee, is permanent and
         continuous in nature. The Committee may require such medical or other
         evidence as it deems necessary to judge the nature and permanency of
         the Participant's condition. Notwithstanding the above, with respect to
         an Incentive Stock Option, Disability shall mean Permanent and Total
         Disability as defined in Section 22(e)(3) of the Code.

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                  (k) "Dividend Equivalent" means a right granted to a
         Participant under Article 11.

                  (l) "Effective Date" has the meaning assigned such term in
         Section 2.1.

                  (m) "Fair Market Value", on any date, means (i) if the Stock
         is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a securities
         exchange or traded over the Nasdaq National Market, the mean between
         the bid and offered prices as quoted by Nasdaq for such date, provided
         that if it is determined that the fair market value is not properly
         reflected by such Nasdaq quotations, Fair Market Value will be
         determined by such other method as the Committee determines in good
         faith to be reasonable.

                  (n) "Good Reason" for a Participant's termination of
         employment shall have the meaning assigned such term in the employment
         agreement, if any, between such Participant and the Corporation or an
         affiliated company, provided, however that if there is no such
         employment agreement in which such term is defined, "Good Reason" shall
         mean any of the following acts by the employer without the consent of
         the Participant: (i) the assignment to the Participant of duties
         materially inconsistent with the Participant's position, authority,
         duties or responsibilities as in effect on the date the Award is
         granted (other than an isolated, insubstantial and inadvertent action
         not taken in bad faith and which is remedied by the employer promptly
         after receipt of notice thereof given by the Participant), or (ii) a
         reduction by the employer in the Participant's base salary or benefits
         as in effect on the date the Award is granted, unless a similar
         reduction is made in salary and benefits of peer employees.

                  (o) "Incentive Stock Option" means an Option that is intended
         to meet the requirements of Section 422 of the Code or any successor
         provision thereto.

                  (p) "Non-Qualified Stock Option" means an Option that is not
         an Incentive Stock Option.

                  (q) "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either an Incentive Stock
         Option or a Non-Qualified Stock Option.

                  (r) "Other Stock-Based Award" means a right, granted to a
         Participant under Article 12, that relates to or is valued by reference
         to Stock or other Awards relating to Stock.

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                  (s)  "Parent" means a corporation which owns or beneficially
         owns a majority of the outstanding voting stock or voting power of the
         Corporation. Notwithstanding the above, with respect to an Incentive
         Stock Option, Parent shall have the meaning set forth in Section 424(e)
         of the Code..

                  (t)  "Participant" means a person who, as an employee, officer
         or director of the Corporation or any Parent or Subsidiary, has been
         granted an Award under the Plan.

                  (u)  "Performance Share" means a right granted to a
         Participant under Article 9, to receive cash, Stock, or other Awards,
         the payment of which is contingent upon achieving certain performance
         goals established by the Committee.

                  (v)  "Plan" means the md2patient, Inc. 2000 Long-Term
         Incentive Plan, as amended from time to time.

                  (w)  "Public Offering" shall occur on the effective time and
         date of a registration statement filed by the Corporation under the
         1933 Act, for a public offering of any class or series of the
         Corporation's equity securities.

                  (x)  "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (y)  "Retirement" means a Participant's termination of
         employment with the Corporation, Parent or Subsidiary after attaining
         any normal or early retirement age specified in any pension, profit
         sharing or other retirement program sponsored by the Corporation, or,
         in the event of the inapplicability thereof with respect to the person
         in question, as determined by the Committee in its reasonable judgment.

                  (z)  "Stock" means the $0.01 par value common stock of the
         Corporation and such other securities of the Corporation as may be
         substituted for Stock pursuant to Article 14.

                  (aa) "Stock Appreciation Right" or "SAR" means a right granted
         to a Participant under Article 8 to receive a payment equal to the
         difference between the Fair Market Value of a share of Stock as of the
         date of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article 8.

                  (bb) "Subsidiary" means any corporation, limited liability
         company, partnership or other entity of which a majority of the
         outstanding voting stock or voting power is beneficially owned directly
         or indirectly by the Corporation. Notwithstanding the above, with
         respect to an Incentive Stock Option, Subsidiary shall have the meaning
         set forth in Section 424(f) of the Code.

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                  (cc) "1933 Act" means the Securities Act of 1933, as amended
         from time to time.

                  (dd) "1934 Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board. It is intended that the directors appointed to
serve on the Committee shall be "non-employee directors" (within the meaning of
Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within the
meaning of Code Section 162(m) and the regulations thereunder) to the extent
that Rule 16b-3 and, if necessary for relief from the limitation under Code
Section 162(m) and such relief is sought by the Corporation, Code Section
162(m), respectively, are applicable. However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan. The members of the Committee shall be appointed by, and may
be changed at any time and from time to time in the discretion of, the Board.
During any time that the Board is acting as administrator of the Plan, it shall
have all the powers of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board.

         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. Except as provided below, the
Committee has the exclusive power, authority and discretion to:

                  (a) Designate Participants;

                  (b) Determine the type or types of Awards to be granted to
         each Participant;

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                  (c) Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d) Determine the terms and conditions of any Award granted
         under the Plan, including but not limited to, the exercise price, grant
         price, or purchase price, any restrictions or limitations on the Award,
         any schedule for lapse of forfeiture restrictions or restrictions on
         the exercisability of an Award, and accelerations or waivers thereof,
         based in each case on such considerations as the Committee in its sole
         discretion determines;

                  (e) Accelerate the vesting or lapse of restrictions of any
         outstanding Award, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (f) Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

                  (g) Prescribe the form of each Award Agreement, which need not
         be identical for each Participant;

                  (h) Decide all other matters that must be determined in
         connection with an Award;

                  (i) Establish, adopt or revise any rules and regulations as it
         may deem necessary or advisable to administer the Plan;

                  (j) Make all other decisions and determinations that may be
         required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (k) Amend the Plan or any Award Agreement as provided herein.

         Not withstanding the above, the Board or the Committee may expressly
delegate to a special committee consisting of one or more directors who are also
officers of the Corporation some or all of the Committee's authority under
subsections (a) through (g) above with respect to those eligible Participants
who, at the time of grant are not, and are not anticipated to be become, either
(i) Covered Employees or (ii) persons subject to the insider trading
restrictions of Section 16 of the 1934 Act.

         4.4      DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

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                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1      NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 10,000,000.

         5.2      LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

         5.3      STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4      LIMITATION ON AWARDS. The following provisions of this Section
5.4 shall not be applicable until the deduction limitation of Code Section
162(m) are applicable to the Corporation and any reliance period under Code
Section 162(m) has expired, as described in Section 16.15 hereof.
Notwithstanding any provision in the Plan to the contrary (but subject to
adjustment as provided in Section 14.1), the maximum number of shares of Stock
with respect to one or more Options and/or SARs that may be granted during any
one calendar year under the Plan to any one Participant shall be 5,000,000. The
maximum fair market value (measured as of the date of grant) of any Awards other
than Options and SARs that may be received by any one Participant (less any
consideration paid by the Participant for such Award) during any one calendar
year under the Plan shall be $2,000,000.


                                    ARTICLE 6
                                   ELIGIBILITY

         6.1      GENERAL. Awards may be granted only to individuals who are
employees, officers or directors of the Corporation or a Parent or Subsidiary;
provided, however, that to the extent necessary to preserve the employee
benefits plan exemption under applicable state blue sky laws, no non-employee
director or consultant of the Corporation will be eligible to receive Awards
under the Plan until such time, if any, as the Corporation's common stock shall
be traded on a national securities exchange or on the Nasdaq National Market.


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                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1      GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:


                  (a) EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee; provided that the
         exercise price for any Option shall not be less than the Fair Market
         Value as of the date of the grant.

                  (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon factors as the
         Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c) PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided, however, that if shares of Stock are used to
         pay the exercise price of an Option, such shares must have been held by
         the Participant for at least six months.

                  (d) EVIDENCE OF GRANT. All Options shall be evidenced by a
         written Award Agreement between the Corporation and the Participant.
         The Award Agreement shall include such provisions, not inconsistent
         with the Plan, as may be specified by the Committee.

                  (e) EXERCISE TERM. In no event may any Option be exercisable
         for more than ten years from the date of its grant.

         7.2      INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.

                  (b) EXERCISE. In no event may any Incentive Stock Option be
         exercisable for more than ten years from the date of its grant.

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                  (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse
         under the earliest of the following circumstances; provided, however,
         that the Committee may, prior to the lapse of the Incentive Stock
         Option under the circumstances described in paragraphs (3), (4) and (5)
         below, provide in writing that the Option will extend until a later
         date, but if an Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) below, it will automatically become a
         Non-Qualified Stock Option:

                      (1) The Incentive Stock Option shall lapse as of the
                  option expiration date set forth in the Award Agreement.

                      (2) The Incentive Stock Option shall lapse ten years
                  after it is granted, unless an earlier time is set in the
                  Award Agreement.

                      (3) If the Participant terminates employment for any
                  reason other than as provided in paragraph (4) or (5) below,
                  the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Corporation for
                  Cause or by the Participant without the consent of the
                  Corporation, the Incentive Stock Option shall (to the extent
                  not previously exercised) lapse immediately.

                      (4) If the Participant terminates employment by reason of
                  his Disability, the Incentive Stock Option shall lapse, unless
                  it is previously exercised, one year after the Participant's
                  termination of employment.

                      (5) If the Participant dies while employed, or during
                  the three-month period described in paragraph (3) or during
                  the one-year period described in paragraph (4) and before the
                  Option otherwise lapses, the Option shall lapse one year after
                  the Participant's death. Upon the Participant's death, any
                  exercisable Incentive Stock Options may be exercised by the
                  Participant's beneficiary, determined in accordance with
                  Section 13.6.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Article 13, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.

                  (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market
         Value (determined as of the time an Award is made) of all shares of
         Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

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                  (e) TEN PERCENT OWNERS. No Incentive Stock Option shall be
         granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Corporation or any Parent or Subsidiary
         unless the exercise price per share of such Option is at least 110% of
         the Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g) RIGHT TO EXERCISE. During a Participant's lifetime, an
         Incentive Stock Option may be exercised only by the Participant or, in
         the case of the Participant's Disability, by the Participant's guardian
         or legal representative.

                  (h) DIRECTORS. The Committee may not grant an Incentive Stock
         Option to a non-employee director. The Committee may grant an Incentive
         Stock Option to a director who is also an employee of the Corporation
         or Parent or Subsidiary but only in that individual's position as an
         employee and not as a director.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1      GRANT OF STOCK APPRECIATION RIGHTS. The Committee is
authorized to grant Stock Appreciation Rights to Participants on the following
terms and conditions:

                  (a) RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                      (1) The Fair Market Value of one share of Stock on the
                 date of exercise; over

                      (2) The grant price of the Stock Appreciation Right as
                 determined by the Committee, which shall not be less than the
                 Fair Market Value of one share of Stock on the date of grant in
                 the case of any Stock Appreciation Right related to an
                 Incentive Stock Option.

                  (b) OTHER TERMS. All awards of Stock Appreciation Rights shall
         be evidenced by an Award Agreement. The terms, methods of exercise,
         methods of settlement, form of consideration payable in settlement, and
         any other terms and conditions of any Stock Appreciation Right shall be
         determined by the Committee


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         at the time of the grant of the Award and shall be reflected in the
         Award Agreement.

                                    ARTICLE 9
                               PERFORMANCE SHARES

         9.1      GRANT OF PERFORMANCE SHARES. The Committee is authorized to
grant Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant. All
Awards of Performance Shares shall be evidenced by an Award Agreement.

         9.2      RIGHT TO PAYMENT. A grant of Performance Shares gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Shares in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant.

         9.3      OTHER TERMS. Performance Shares may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

         10.1     GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2     ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3     FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the


                                      -13-
<PAGE>   14

Committee may provide in any Award Agreement that restrictions or forfeiture
conditions relating to Restricted Stock will 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 restrictions or forfeiture conditions
relating to Restricted Stock.

         10.4     CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1     GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1     GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1     STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         13.2     EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1 and Section 15.2), based on the terms
and conditions the Committee determines and communicates to the Participant at
the time the offer is made, and after taking into account the tax, securities
and accounting effects of such an exchange.

         13.3     TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive


                                      -14-
<PAGE>   15

Stock Option or a Stock Appreciation Right granted in tandem with the Incentive
Stock Option exceed a period of ten years from the date of its grant (or, if
Section 7.2(e) applies, five years from the date of its grant).

         13.4     FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Corporation or a Parent or Subsidiary on the grant or exercise of an Award
may be made in such form as the Committee determines at or after the time of
grant, including without limitation, cash, Stock, other Awards, or other
property, or any combination, and may be made in a single payment or transfer,
in installments, or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.

         13.5     LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Corporation or a Parent or
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Corporation or a Parent or
Subsidiary. No unexercised or restricted Award shall be assignable or
transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

         13.6     BENEFICIARIES. Notwithstanding Section 13.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.

         13.7     STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

                                      -15-
<PAGE>   16

         13.8     ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any
other provision in the Plan or any Participant's Award Agreement to the
contrary, upon the Participant's death or Disability during his employment or
service as a director, all outstanding Options, Stock Appreciation Rights, and
other Awards in the nature of rights that may be exercised shall become fully
exercisable and all restrictions on outstanding Awards shall lapse. Any Option
or Stock Appreciation Rights Awards shall thereafter continue or lapse in
accordance with the other provisions of the Plan and the Award Agreement. To the
extent that this provision causes Incentive Stock Options to exceed the dollar
limitation set forth in Section 7.2(d), the excess Options shall be deemed to be
Non-Qualified Stock Options.

         13.9.    ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however that such
acceleration will not occur if, in the opinion of the Corporation's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.10.   ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Corporation of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of the 1934
Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.11    ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 13.9 or 13.10 above, the Committee
may in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among

                                      -16-
<PAGE>   17

Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.11.

         13.12    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.9 or 13.10, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.13.   PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Corporation's stock price, (c) the Corporation's total shareholder return
(stock price appreciation plus reinvested dividends) relative to a defined
comparison group or target over a specific performance period, (d) the
achievement by the Corporation or a Parent or Subsidiary, or a business unit of
any such entity, of a specified target, or target growth in, net income or
earnings per share, or (e) any combination of the goals set forth in (a) through
(d) above. If an Award is made on such basis, the Committee shall establish
goals prior to the beginning of the period for which such performance goal
relates (or such later date as may be permitted under Code Section 162(m) or the
regulations thereunder), and the Committee has the right for any reason to
reduce (but not increase) the Award, notwithstanding the achievement of a
specified goal. Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied.

         13.14    TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur (i) in a circumstance in which a
Participant transfers from the Corporation to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or
transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii)
in the discretion of the Committee as specified at or prior to such occurrence,
in the case of a spin-off of the Participant's employer from the Corporation or
any Parent or Subsidiary. To the extent that this provision causes Incentive
Stock Options to extend beyond three months from the date a Participant is
deemed to be an employee of the Corporation, a Parent or Subsidiary for purposes
of Section 424(f) of the Code, the Options held by such Participant shall be
deemed to be Non-Qualified Stock Options.

                                      -17-
<PAGE>   18

         13.15.   LOAN PROVISIONS. With the consent of the Committee, the
Corporation may make, guarantee or arrange for a loan or loans to a Participant
with respect to the exercise of any Option granted under this Plan and/or with
respect to the payment of the purchase price, if any, of any Award granted
hereunder and/or with respect to the payment by the Participant of any or all
federal and/or state income taxes due on account of the granting or exercise of
any Award hereunder. The Committee shall have full authority to decide whether
to make a loan or loans hereunder and to determine the amount, terms and
provisions of any such loan or loans, including the interest rate to be charged
in respect of any such loan or loans, whether the loan or loans are to be made
with or without recourse against the borrower, the terms on which the loan is to
be repaid and the conditions, if any, under which the loan or loans may be
forgiven.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1     GENERAL. In the event of a corporate transaction involving the
Corporation (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and there shall be substituted for each such share of Stock
then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 15.2, there shall be made such other equitable adjustment as the
Committee shall approve.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1     AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations.

         15.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination and provided
further that the original term of any Option may not be extended and, except as
otherwise provided in the anti-dilution provision of the Plan, the exercise
price of any Option may not be reduced. No termination, amendment,


                                      -18-
<PAGE>   19

or modification of the Plan shall adversely affect any Award previously granted
under the Plan, without the written consent of the Participant.

                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1     NO RIGHTS TO AWARDS. No Participant or any eligible
participant shall have any claim to be granted any Award under the Plan, and
neither the Corporation nor the Committee is obligated to treat Participants or
eligible participants uniformly.

         16.2     NO STOCKHOLDER RIGHTS. No Award gives the Participant any of
the rights of a shareholder of the Corporation unless and until shares of Stock
are in fact issued to such person in connection with such Award.

         16.3     WITHHOLDING. The Corporation or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such withholding requirement be satisfied, in whole or in part, by
withholding from the Award shares of Stock having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

         16.4     NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Corporation or any Parent or Subsidiary to terminate any Participant's
employment or status as an officer, director or consultant at any time, nor
confer upon any Participant any right to continue as an employee, officer,
director or consultant of the Corporation or any Parent or Subsidiary.

         l6.5     UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Corporation or any Parent or
Subsidiary.

         16.6     INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by

                                      -19-
<PAGE>   20

such member in satisfaction of judgment in such action, suit, or proceeding
against him provided he gives the Corporation an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Corporation's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.

         16.7     RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Corporation or any Parent or Subsidiary unless provided otherwise in such
other plan.

         16.8     EXPENSES. The expenses of administering the Plan shall be
borne by the Corporation and its Parents or Subsidiaries.

         16.9     TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10    GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         16.11    FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.12    GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock issued in connection with the Plan. The shares issued in connection with
the Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Corporation may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.

         16.13    GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Georgia.

         16.14    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

                                      -20-
<PAGE>   21

         16.15    Code Section 162(m). The deduction limits of Code Section
162(m) and the regulation thereunder do not apply to the Corporation until such
time, if any, as any class of the Corporation's common equity securities is
registered under Section 12 of the 1934 Act or the Corporation otherwise meets
the definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor regulation.

                                      -21-