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                                                                    EXHIBIT 10.1

                          TBA ENTERTAINMENT CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


         WHEREAS, TBA Entertainment Corporation, a Delaware corporation (the
"Corporation"), desires to establish an employee stock purchase plan providing
for the grant of options to purchase shares of the Corporation's stock to
eligible employees of the Corporation and its Affiliates;

         NOW, THEREFORE, the Corporation hereby establishes the Plan, the terms
of which are as follows:

                                    ARTICLE I
                                 PURPOSE OF PLAN

         The purpose of the Plan is to secure for the Corporation and its
shareholders the benefits of the incentive inherent in the ownership of the
Corporation's common stock by present and future employees of the Corporation
and its Affiliates. The Plan is designed to conform to the provisions of Rule
16b-3 of the Exchange Act and is intended to be an "employee stock purchase
plan" within the meaning of section 423 of the Code and shall be construed in a
manner consistent with such intent.

                                   ARTICLE II
                                   DEFINITIONS

         2.1 Affiliate. A "parent corporation," as defined in section 424(e) of
the Code, or "subsidiary corporation," as defined in section 424(f) of the Code,
of the Corporation.

         2.2 Board. The Board of Directors of the Corporation.

         2.3 Code. The Internal Revenue Code of 1986, as amended.

         2.4 Committee. A committee selected by the Board which shall be
comprised of two (2) or more directors, each of whom shall be "non-employee
directors," as defined in Rule 16b-3 promulgated under the Exchange Act, and
each of whom shall be "outside directors," as required under Section 162(m) of
the Code and such Treasury regulations as may be promulgated thereunder.

         2.5 Corporation. TBA Entertainment Corporation and its successors and
assigns.

         2.6 Eligible Employee. Any employee of the Corporation or an Affiliate,
other than employees (i) who have not completed six (6) months of continuous
service with the Corporation or an Affiliate; (ii) whose customary employment
with the Corporation or an Affiliate is twenty (20) hours or less per week; or
(iii) who, immediately after the grant of an Option hereunder, would own 5% or
more of the total combined voting power or value of all classes of stock of the
Corporation or an Affiliate ("Five Percent Shareholder"). For the purpose of
determining if an individual is a Five Percent Shareholder, the individual shall
be deemed to own any stock owned (directly or indirectly) by or for such
individual's brothers and sisters (whether by whole or half blood relation),


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spouse, ancestors or lineal descendants, any stock which he could acquire
pursuant to outstanding options under this or any other option plan of the
Corporation or an Affiliate, and any stock owned (directly or indirectly) by or
for a corporation, partnership, estate or trust of which such individual is a
shareholder, partner or beneficiary in proportion to his interest in such
corporation, partnership, estate or trust.

         2.7 Exchange Act. The Securities Exchange Act of 1934, as amended.

         2.8 Exercise Price. The Exercise Price shall be the lesser of: (a) 85%
of the Fair Market Value of the Stock on the applicable Grant Date, or (b) 85%
of the Fair Market Value of the Stock on the applicable Purchase Date.

         2.9 Fair Market Value. The term "Fair Market Value" on any date shall
mean (a) if the Stock is listed or admitted to trade on a national securities
exchange, the closing price of the Stock on the Composite Tape, as published in
the Wall Street Journal, of the principal national securities exchange on which
the Stock is so listed or admitted to trade, on such date or, if there is no
trading of the Stock on such date, then the closing price of the Stock as quoted
on such Composite Tape on the next preceding date on which there was trading in
such shares; (b) if the Stock is not listed or admitted to trade on a national
securities exchange, then the closing price of the Stock as quoted on the
National Market System of the National Association of Securities Dealers, Inc.
("NASD") on such date; (c) if the Stock is not listed to trade on the National
Market System of the NASD, the mean between the bid and asked price for the
Stock on such date, as furnished by the NASD through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information; or (d) if the
Stock is not listed or admitted to trade on a national securities exchange and
if bid and asked prices for the Stock are not so furnished by the NASD or a
similar organization, the values established by the Committee for purposes of
the Plan. In addition to the above rules, Fair Market Value shall be determined
without regard to any restriction other than a restriction which, by its terms,
will never lapse.

         2.10 Grant Date. The Grant Date shall be the first day of each January,
April, July and October of each Plan Year (i.e., the first day of each calendar
quarter); provided, however, for newly hired employees, the first Grant Date
shall be the first day of the calendar quarter coincident with or next following
the date on which the employee has completed six months of service, and
thereafter, subsequent Grant Dates shall be the first day of each such
successive calendar quarter. For purposes of section 423 of the Code, the
Corporation shall be deemed to have granted to each Eligible Employee an Option
to purchase Stock on each Grant Date.

         2.11 Noncertificated Stock. Noncertificated stock shall mean shares of
Stock issued upon the exercise of Options which are held in book entry form for
which no physical certificates are issued.

         2.12 Option. The right that is granted hereunder to a Participant to
purchase Stock from the Corporation at the Exercise Price on the applicable
Purchase Date.


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         2.13 Participant. An Eligible Employee who has elected to participate
in the Plan in accordance with Section 3.4 below.

         2.14 Payroll Account. A bookkeeping account to which are added the
amounts withheld on behalf of each Participant under regular payroll deductions
authorized by Participants hereunder, and reduced by amounts due the Corporation
to pay the Exercise Price of Options exercised hereunder.

         2.15 Plan. The TBA Entertainment Corporation Employee Stock Purchase
Plan.

         2.16 Plan Year. The twelve month period beginning on January 1 and
ending on December 31; provided the initial Plan Year shall commence on the
effective date of this Plan and end on December 31, 1999.

         2.17 Purchase Date. The Purchase Date with respect to each Option shall
be the last trading day of March, June, September and December, as applicable,
immediately following the Grant Date of such Option.

         2.18 Stock. The common stock of the Corporation.


                                   ARTICLE III
                          GRANT AND EXERCISE OF OPTIONS

         3.1 Eligibility. Eligible Employees shall be eligible to participate in
the Plan on the first Grant Date following their fulfillment of all applicable
eligibility requirements, as set forth in Section 2.6 above.

         3.2 Grant of Options. On each Grant Date, each individual who is an
Eligible Employee on such date shall, without further action of the Committee,
be granted an Option to purchase a number of whole shares of Stock which, when
aggregated with options under any other stock purchase plans of the Corporation
or an Affiliate, have a Fair Market Value (determined on such Grant Date) that
equals $25,000; provided that, on each Grant Date of a Plan Year which is other
than January 1, the grant to each Eligible Employee hereunder shall be reduced
by an amount, if any, equal to the Fair Market Value of Stock acquired by such
Eligible Employee pursuant to the exercise of an Option granted hereunder on the
preceding Grant Dates of such applicable Plan Year, the Fair Market Value of
such Stock to be determined as of the applicable Purchase Date. Each grant of an
Option is subject to the following terms and conditions:

                  (a) The Option shall be automatically exercised at the
         Exercise Price on the applicable Purchase Date, unless the Participant
         has, no later than the date preceding such Purchase Date as shall be
         determined by the Committee (which date shall be no later than five (5)
         days prior to the Purchase Date), previously notified the Committee of
         his withdrawal


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         from the Plan, as provided in Section 3.4(d) below, or previously
         exercised the Option by a check made payable to the Corporation as
         provided in Section 3.4 below.

                  (b) Each Option shall expire on the applicable Purchase Date.

                  (c) Each Option shall expire as of the date the Eligible
         Employee is no longer employed by the Corporation or any of its
         Affiliates, unless it expires sooner pursuant to Section 3.2(b).

                  (d) A right to purchase Stock which has accrued under one
         Option granted hereunder may not be carried over to any other Option.

         3.3 Right to Exercise. Although an Option shall be exercisable at any
time during the Plan Year, the actual purchase of Stock shall occur on each
Purchase Date. An Eligible Employee must be an employee of the Corporation or an
Affiliate on the Purchase Date.

         3.4 Payment of Exercise Price. Each Eligible Employee who desires to
participate in the Plan shall complete a participation agreement, in such form
as the Committee shall determine, which shall provide for the authorization of
deductions from the Eligible Employee's regular payroll. In addition, an
Eligible Employee may complete an exercise agreement, in such form as the
Committee shall determine, accompanied by a check delivered to the Company no
later than five (5) days prior to the Purchase Date and made payable to the
Corporation in an amount which, when aggregated with any credit balance in the
Eligible Employee's Payroll Account, is sufficient to purchase the number of
whole shares of Stock desired by the Eligible Employee. The minimum payroll
deduction shall be $25, and the minimum purchase by delivery of a check shall be
$250.00. Payroll deductions shall be credited to a Payroll Account for each
Participant. Amounts credited to a Participant's Payroll Account shall be
accumulated and reserved, without interest, for payment of the Exercise Price on
the Purchase Date.

                  (a) A Participant's payroll deduction election, if any, as set
         forth in the participation agreement, shall remain in effect for
         successive periods unless modified or revoked by the Participant in
         accordance with this Section 3.4.

                  (b) The participation agreement authorizing payroll deductions
         must be executed by an Eligible Employee within the time period prior
         to the date for which it is to be effective, as shall be established by
         the Committee. If the participation agreement is not timely executed,
         the Eligible Employee shall not be permitted to participate in the Plan
         until the first Grant Date subsequent thereto as of which the Committee
         or its delegate has received a participation agreement executed within
         the time, and in the form prescribed by the Committee.

                  (c) A Participant may modify his payroll deduction election as
         of any Grant Date by providing the Committee or its delegate notice,
         within the time prior thereto and in the


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         form prescribed by the Committee. Such modification shall be effective
         as of the first Grant Date following receipt by the Committee or its
         delegate of such notice.

                  (d) A Participant may revoke his election to participate in
         the Plan at any time. Such revocation shall be effective as soon as
         practicable after receipt thereof by the Committee or its delegate, in
         the form prescribed by the Committee. Upon receipt by the Committee or
         its delegate of such revocation, all amounts credited to such
         Participant's Payroll Account shall be returned to the Participant as
         soon as administratively feasible thereafter, and such Participant
         shall not be permitted to participate further in the Plan until the
         first Grant Date subsequent thereto as of which the Committee or its
         delegate has received notice of the Participant's intent to again
         participate in the Plan, such notice to be given within the time and in
         the form prescribed by the Committee. Unless the Committee or its
         delegate receives a revocation within the time period prior to the
         applicable Purchase Date which is established by the Committee and
         communicated to Participants, such revocation shall not be effective to
         avoid the exercise of an Option hereunder on said Purchase Date.

         3.5 Issuance of Stock. The Corporation shall issue Stock to a
Participant as follows, unless, prior to the applicable Purchase Date, the
Participant timely revokes an election to exercise an Option pursuant to Section
3.4(d) above.

                  (a) The Corporation shall determine the number of whole shares
         of Stock to be issued to each Participant on each Purchase Date by
         dividing the balance of such Participant's Payroll Account by the
         Exercise Price of each share of Stock or, as applicable, by dividing
         the amount of the check presented to the Corporation by the Eligible
         Employee (and any Payroll Account credit balance) by the Exercise Price
         of each share of Stock on the applicable Purchase Date.

                  (b) The Corporation shall deduct from a Participant's Payroll
         Account the amount necessary to purchase the greatest number of whole
         shares of Stock that can be acquired under the applicable Option.

                  (c) Any amounts remaining in the Payroll Account after
         deducting the Exercise Price of the Option shall be held for use on the
         next Purchase Date. However, amounts credited to the Payroll Account of
         a Participant who has revoked his election to participate in the Plan
         pursuant to the terms of Section 3.4(d) above, will be paid to such
         Participant as soon as administratively feasible thereafter, as
         provided in Section 3.4(d). A Participant who has terminated employment
         shall be paid any amounts remaining in his Payroll Account as soon as
         administratively feasible following his termination of employment with
         the Corporation and all Affiliates.

                  (d) Without limiting the foregoing, the Corporation may, at
         its election, upon the exercise of Options (i) issue Stock in the name
         of the Plan, for the benefit of the Participants or (ii) reflect the
         issuance of Stock in book entry form with Noncertificated Stock. In
         either event, the Corporation shall cause to be delivered to each
         Participant, on a quarterly basis,


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          a statement which will reflect the number of shares of Stock purchased
          for the Participant's Payroll Account and the purchase price of such
          Stock. Upon the written request of a Participant, the Corporation will
          issue physical certificates registered in the name of the Participant.
          No certificates will be issued for fractional shares.

         3.6 Nontransferability. Any Option granted under this Plan shall not be
transferable except by will or by the laws of descent and distribution in
compliance with section 423 of the Code. Only the Participant to whom an Option
is granted may exercise such Option, unless he is deceased. No right or interest
of a Participant in any Option shall be liable for, or subject to, any lien,
obligation or liability of such Participant.

         3.7 Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares of Stock subject to an Option granted
hereunder prior to the time that such Option is exercised.

         3.8 Delivery of Stock. Stock issued pursuant to the exercise of Options
hereunder, shall be delivered to Participants by the Corporation (or its
transfer agent) as soon as administratively feasible upon the request of such
Participant or, if earlier, upon his termination of employment with the
Corporation and all Affiliates.

         3.9 Dividend Income on Stock. Any cash dividends shall be paid to each
Participant on the basis of all of the Stock issued to the Participant hereunder
as of the record date designated for such dividend. Dividend payments shall be
made to Participants at the same time such payments are made to all other
shareholders of the Corporation.

                                  ARTICLE VIII
                              STOCK SUBJECT TO PLAN

         4.1 Source of Stock. Upon the purchase of Stock pursuant to the
exercise of an Option, the Corporation may deliver to the Participant newly
issued shares of Stock or Stock acquired in private transactions or open market
purchases.

         4.2 Maximum Number of Shares of Stock. The maximum aggregate number of
shares of Stock that may be issued pursuant to the exercise of Options is
400,000, subject to the adjustments provided in Article 6.


                                    ARTICLE X
                           ADMINISTRATION OF THE PLAN

         5.1 General Authority. The Plan shall be administered by the Committee.
The express grant in the Plan of any specific power to the Committee shall not
be construed as limiting any power or authority of the Committee. No member of
the Committee shall be liable for any act done in good


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faith with respect to this Plan or any participation agreement or Option. The
Corporation shall bear all expenses of Plan administration. The interpretation
and construction by the Committee of any terms or provisions of this Plan or of
any rule or regulation promulgated in connection herewith, shall be conclusive
and binding on all persons. All determinations of the Committee shall be made by
a majority of its members. In addition to all other authority vested with the
Committee under the Plan, the Committee shall have complete authority to:

         (a) interpret all provisions of this Plan;

         (b) prescribe the form of any participation agreement and/or notice
hereunder and the manner for executing or giving the same;

         (c) adopt, amend, and rescind rules for Plan administration; and

         (d) make all determinations it deems advisable for the administration
of this Plan.

         5.2 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Board, in its absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to Participants who are members of the Committee subject to Section 16(b) of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants.

                                   ARTICLE VI
                        ADJUSTMENT UPON CORPORATE CHANGES

         6.1 Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the shareholders of the Corporation, the aggregate number
of shares of Stock which have been authorized for issuance under the Plan shall
be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a share split or the payment of a share dividend with
respect to the Stock or any other increase or decrease in the number of issued
shares of Stock effected without receipt of consideration by the Corporation;
provided, however, that conversion of any convertible securities of the
Corporation shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Corporation of Stock of any class,
or securities convertible into Stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Option.

         In the event of the proposed dissolution or liquidation of the
Corporation, or in the event of a proposed sale of all or substantially all of
the assets of the Corporation, or the merger of the Corporation with or into
another corporation, Options granted under the Plan shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Committee. In such instances, the Committee may in its sole discretion
declare that any Option shall


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terminate as of a date fixed by the Committee and give each Participant the
right to exercise his Option as to all or any part of the shares of Stock
subject to such Option.

         6.2 No Preemptive Rights. The issuance by the Corporation of shares of
Stock of any class, or securities convertible into shares of Stock of any class,
for cash or property, or for labor or services rendered, either upon direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of Stock or obligations of the Corporation convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, outstanding Options.

         6.3 Fractional Shares. Only whole shares of Stock may be acquired
through the exercise of an Option. Amounts remaining in a Participant's Payroll
Account after the maximum number of whole shares have been purchased on any
Purchase Date shall be held for use on the next Purchase Date, as provided in
Section 3.4(c) above.

                                   ARTICLE VII
              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

         7.1 General. No Option shall be exercisable, no shares of Stock shall
be issued, no certificates for shares of Stock shall be delivered, and no
payment shall be made under this Plan except in compliance with all applicable
laws, rules and regulations (including, without limitation, applicable
securities laws, rules and regulations, and withholding tax requirements). The
Corporation shall have the right to rely on an opinion of its counsel as to such
compliance. No Option shall be exercisable, no Stock shall be issued, no
certificate for shares of Stock shall be delivered and no payment shall be made
under this Plan until the Corporation has obtained such consent or approval as
the Committee may deem advisable from any regulatory bodies having jurisdiction
over such matters.

         7.2 Share Holding Periods. Participants shall not sell, transfer, loan,
grant an option for the purchase of, or otherwise dispose of any shares of Stock
purchased pursuant to the exercise of an Option for a period of 180 days from
the Purchase Date of such shares (or such other period as determined by the
Committee). Furthermore, in order for tax treatment under Section 421(a) of the
Code to apply to Stock acquired hereunder, the Participant is generally required
to hold such shares of Stock for two years after the Grant Date of an Option
pursuant to which such shares were acquired and for one year after the transfer
of such shares to the Participant. A person holding shares of Stock acquired
hereunder who disposes of shares prior to the expiration of such holding periods
shall notify the Corporation of such disposition in writing.

         7.3 Share Legends. Any certificate issued to evidence shares of Stock
for which an Option is exercised may bear such legends and statements as the
Corporation or Committee may deem advisable to assure compliance with applicable
laws, rules, regulations and Plan provisions. Such legends and statements may
include, but are not limited to, restrictions on transfer prior to the
expiration of the holding periods described in Section 7.2 above.


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         7.4 Representations by Participants. As a condition to the exercise of
an Option, the Corporation may require a Participant to represent and warrant at
the time of any such exercise that the Stock is being purchased only for
investment and without any present intention to sell or distribute such Stock,
if, in the opinion of counsel for the Corporation, such representation is
required by any relevant provision of the laws referred to in Section 7.1. At
the option of the Corporation, a stop transfer order against any shares may be
placed on the official books and records of the Corporation, and a legend
indicating that the Stock may not be pledged, sold or otherwise transferred
unless an opinion of counsel was provided (concurred in by counsel for the
Corporation) and stating that such transfer is not in violation of any
applicable law or regulation may be stamped on the Stock certificate in order to
assure exemption from registration. The Committee may also require such other
action or agreement by the Participants as may from time to time be necessary to
comply with applicable laws, rules and regulations. This provision shall not
obligate the Corporation or any Affiliate to undertake registration or
qualification of Options or Stock hereunder or to perfect an exemption from such
registration/qualification requirements.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         8.1 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Corporation or an Affiliate or in any way affect any right and power of the
Corporation or an Affiliate to terminate the employment of any employee at any
time with or without assigning a reason therefor.

         8.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Corporation shall not be required to segregate any assets
that may at any time be represented by grants under this Plan. Any liability of
the Corporation to any person with respect to any grant under this Plan shall be
based solely upon contractual obligations that may be created hereunder. No such
obligation of the Corporation shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Corporation.

         8.3 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

         8.4 Governing Law. The laws of the State of Delaware shall apply to all
matters arising under this Plan, to the extent that Federal law does not apply.

         8.5 Compliance With Section 16 of the Exchange Act. With respect to
persons subject to Section 16 of the Exchange Act, transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-3 or its
successor under the Exchange Act. To the extent any provision of this Plan or
action by Committee fails to so comply, it shall be deemed null and void to the
extent permitted by law and deemed advisable by the Committee.


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         8.6 Amendment. The Board may amend or terminate this Plan at any time;
provided, however, an amendment that would have a material adverse effect on the
rights of a Participant under an outstanding Option is not valid with respect to
such Option without the Participant's consent, except as necessary for Options
to maintain qualification under the Code. Provided further that the shareholders
of the Corporation must approve any amendment to the extent required for
compliance with Rule 16b-3 of the Exchange Act, Section 423 of the Code, or any
other applicable law or regulation.

         8.7 Effective Date of Plan. Options may be granted under this Plan upon
its adoption by the Board, provided that any such grant shall be conditioned
upon approval by shareholders holding a majority of the Corporation's
outstanding shares of beneficial interest present or represented by proxy and
entitled to vote at the next shareholders' meeting, which is duly held, that
occurs after Board approval of the Plan. Until the Plan is so approved by
shareholders, any Stock purchased pursuant to Options granted hereunder may not
be pledged, hypothecated, or in any manner encumbered by the Participant. This
restriction is in addition to any other restrictions described herein, including
the holding period requirements of Section 7.2 of the Plan. If the Plan is not
approved by the shareholders of the Corporation, as described above, within 12
months after the date on which the Plan is adopted by the Board, any shares of
Stock purchased pursuant to Options granted hereunder shall revert to the
Corporation and the Exercise Price paid by the Participant for such Stock shall
be paid to the Participant as ordinary compensation.

         IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed
on this the 2nd day of April, 1999.

                                 TBA Entertainment Corporation



                                 /s/ Thomas Jackson Weaver III
                                 -----------------------------------------
                                 Thomas Jackson Weaver III
                                 Chairman and Chief Executive Officer


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