EXHIBIT 10.27

                                  PLAN DOCUMENT

                         TECHNICAL PRODUCTS GROUP, INC.

                           DEFERRED COMPENSATION PLAN


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                                TABLE OF CONTENTS
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<S> <C>                                                                                     <C>
ARTICLE I.  SCOPE OF PLAN....................................................................1
    1.01. Purpose............................................................................1
    1.02. Sources of Payments................................................................1

ARTICLE II.  DEFINITIONS.....................................................................2
    2.01. 401(k) Deferral Restoration Account................................................2
    2.02. 401(k) Match Restoration Account...................................................2
    2.03. 401(k) Plan........................................................................2
    2.04. Accounts...........................................................................2
    2.05. Accrued Benefit....................................................................2
    2.06. Affiliate..........................................................................2
    2.07. Compensation.......................................................................2
    2.08. Beneficiary........................................................................2
    2.09. Board of Directors.................................................................2
    2.10. Change of Ownership ...............................................................2
    2.11. Code...............................................................................2
    2.12. Company............................................................................2
    2.13. Credits............................................................................3
    2.14. Early Retirement Date..............................................................3
    2.15. Effective Date.....................................................................3
    2.16. Employee...........................................................................3
    2.17. ERISA..............................................................................3
    2.18. Normal Retirement Date.............................................................3
    2.19. Notice of Discontinuance...........................................................3
    2.20. Participant........................................................................3
    2.21. Plan...............................................................................3
    2.22. Plan Year..........................................................................3
    2.23. Salary Reduction Agreement.........................................................3
    2.24. Trust..............................................................................3
    2.25. Trust Agreement....................................................................3
    2.26. Trustee............................................................................3

ARTICLE III.  ELIGIBILITY AND PARTICIPATION..................................................4
    3.01. Qualified Individuals..............................................................4
    3.02. Participants.......................................................................4

ARTICLE IV.  CREDITS.........................................................................5
    4.01.  Salary Reduction Agreements.......................................................5
    4.02. 401(k) Deferral Restoration Account Credits........................................6
    4.03. 401(k) Match Restoration Account Credits...........................................6

ARTICLE V.  HYPOTHETICAL INVESTMENT OPTIONS..................................................7
    5.01. In General.........................................................................7
    5.02. Comparable Funds...................................................................7
    5.03. Value of Accounts..................................................................7
    5.04. Dividend Credits...................................................................7
    5.05. Hypothetical Investment Elections..................................................7
    5.06. Pro Rata Allocation................................................................7
    5.07. No Warranties......................................................................8
    5.08. Effective Date.....................................................................8
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ARTICLE VI.  VESTING.........................................................................9
    6.01.  401(k) Deferral Restoration Account...............................................9
    6.02.  401(k) Match Restoration Account..................................................9

ARTICLE VII.  BENEFITS......................................................................10
    7.01.  Commencement of Payment..........................................................10
    7.02.  Form of Payments.................................................................10
    7.03.  Hardship Benefits................................................................10
    7.04.  Disability Benefits..............................................................11
    7.05.  Death Benefits...................................................................11
    7.06.  Designation of Beneficiary.......................................................11
    7.07.  Termination Benefit..............................................................12
    7.08.  Retirement Benefits..............................................................12
    7.09.  Coordination with the 401(k) Plan................................................12

ARTICLE VIII.  ADMINISTRATION...............................................................13
    8.01  Responsibilities and Powers of the Company........................................13
    8.02  Outside Services..................................................................13
    8.03. Statements........................................................................13
    8.04. Payment Schedules.................................................................13
    8.05. Expenses..........................................................................13

ARTICLE IX.  AMENDMENT AND TERMINATION......................................................14
    9.01.  Amendment........................................................................14
    9.02.  Termination......................................................................14

ARTICLE X.  MISCELLANEOUS PROVISIONS........................................................15
    10.01. Inalienability of Benefits.......................................................15
    10.02. No Right of Employment...........................................................15
    10.03. Indemnification..................................................................15
    10.04. Notice...........................................................................15
    10.05. Construction.....................................................................15
    10.06. Headings.........................................................................15
    10.07. Severability.....................................................................15
    10.08. Governing Law....................................................................15
    10.09. Counterparts.....................................................................16

EXHIBIT A - SALARY REDUCTION AGREEMENT FORM.................................................17

EXHIBIT B - BENEFIT PAYMENT FORM............................................................18

EXHIBIT C - INITIAL HYPOTHETICAL INVESTMENT FORM............................................19

EXHIBIT D - 401(k) PLAN TRANSFER FORM. . . . . . . . . . . . . . . . . . . .. . . . . 20

EXHIBIT E - BENEFICIARY DESIGNATION FORM....................................................21

EXHIBIT F - NOTICE OF DISCONTINUANCE FORM...................................................24

EXHIBIT G - MODIFIED SALARY REDUCTION AGREEMENT FORM........................................25
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                            ARTICLE I. SCOPE OF PLAN.

        1.01. PURPOSE. This Plan is intended to be an unfunded and nonqualified
deferred compensation arrangement that will provide deferred compensation
benefits to a select group of management or highly compensated employees of
Technical Products Group, Inc. for the purposes of Title I of ERISA.

        The Plan is established and maintained by the Company solely for the
purpose of providing benefits for eligible employees in excess of the
limitations on benefits imposed by Code Sections 401(a)(4), 401(a)(17), 401(k),
401(m), 402(g) and 415 on plans to which any of those sections apply.

        1.02. SOURCES OF PAYMENTS. The right of the Participant or his
designated beneficiary to receive a distribution of his Accounts hereunder or
any benefit payment shall be an unsecured claim against the general assets of
the Company, and neither the Participant nor his designated beneficiary shall
have any rights in or against the Trust described below, or any other specific
assets of the Company.

        The Company will establish a trust and make contributions to the Trust
in order to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan. The Trust is intended to be a grantor trust, of
which the Company is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Code. Except as otherwise provided in
the Trust Agreement, the Trustee shall make payments to the Plan participants
and their beneficiaries in such manner and at such times as specified in the
Plan and the Trust Agreement. The Trust assets are subject to the claims of the
Company's creditors in the event of the Company's insolvency or bankruptcy,
pursuant to the terms of the Trust Agreement. The Company intends that this
Trust shall constitute an unfunded arrangement and shall not affect the status
of the Plan as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of ERISA.

        Benefits payable to Plan participants and their beneficiaries under the
Trust Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, levy, execution or
other legal or equitable process.

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                            ARTICLE II. DEFINITIONS.

        As used in the Plan, the following terms have the meanings set forth
below, unless a different meaning is plainly required by the context.

        2.01. 401(K) DEFERRAL RESTORATION ACCOUNT shall mean the separate
account, if any, that may be established for a Participant pursuant to Section
4.02 of this Plan.

        2.02. 401(K) MATCH RESTORATION ACCOUNT shall mean the separate account,
if any, that may be established for a Participant pursuant to Section 4.03 of
this Plan.

        2.03.  401(K) PLAN shall mean The Technical  Products Group, Inc.  
Retirement  Savings Plan.

        2.04. ACCOUNTS shall mean a Participant's 401(k) Deferral Restoration
Account, and 401(k) Match Restoration Account.

        2.05. ACCRUED BENEFIT shall mean the value of all Credits to a
Participant's Accounts and due and owing to the Participant or his beneficiaries
pursuant to the terms of this Plan, minus any distributions hereunder.

        2.06. AFFILIATE shall mean any business entity that has adopted the
401(k) Plan and of which Technical Products Group, Inc. owns more than fifty
percent (50%).

        2.07. COMPENSATION shall mean total wages of the Employee paid or
accrued by the Company, including bonuses and other one-time payments,
commissions, wages deferred under this Plan, stock options, stock appreciation
rights, elective deferrals to the 401(k) Plan and contributions made under an
Internal Revenue Code Section 125 plan, but shall not include the value of any
other employer contributions to any trust, fund, agreement or plan providing
retirement, pension, profit sharing, health, welfare benefit, death, insurance
or similar plans, nor the value of any expense allowances paid to the Employee.
In addition, for Qualified Individuals who Participate in the Plan by virtue of
their service on the Board of Directors of the Company, Compensation shall mean
total director's fees paid to the individual.

        2.08. BENEFICIARY shall mean a person or persons designated by a
Participant to receive benefits hereunder upon the death of such Participant.

        2.09. BOARD OF DIRECTORS shall mean the board of directors of Technical
Products Group, Inc..

        2.10. CHANGE OF OWNERSHIP shall mean either (i) Technical Products
Group, Inc. shall cease to own and control, beneficially and of record, 100% of
the issued and outstanding capital stock of each of the Technical Products,
Marion, DeLand and Lincoln subsidiaries of the Company or (ii) EQUUS Capital
Appreciation Fund L.P. shall cease to own and control, beneficially and of
record, at least 50% of the issued and outstanding capital stock of Technical
Products Group, Inc.

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        2.11. CODE shall mean the Internal Revenue Code of 1986, as amended.

        2.12. COMPANY shall mean Technical Products Group, Inc. (incorporated in
the state of Georgia), and its successors and assigns.

        2.13. CREDITS shall represent the value of benefits payable to a
Participant under the terms of this Plan (whether vested or unvested) and
credited pursuant to Article IV, prior to the conversion of the credits into
stock units pursuant to Section 5.03.

        2.14. EARLY RETIREMENT DATE shall mean the same as Normal Retirement
Date.

        2.15. EFFECTIVE DATE shall mean the first day of April, 1997, which is
the effective date of this Plan.

        2.16. EMPLOYEE shall mean any employee of the Company or any Affiliate.

        2.17. ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

        2.18. NORMAL RETIREMENT DATE shall mean the date on which the Employee
attains age 65.

        2.19. NOTICE OF DISCONTINUANCE shall mean the written notice filed with
the controller of the Company in substantially the form attached hereto as
Exhibit F, requesting the discontinuance of the deferral of the Employee's
Compensation.

        2.20. PARTICIPANT shall mean an Employee or former Employee who has an
Accrued Benefit under this Plan, and/or any Employee who is eligible to
participate in the Plan and elected to do so pursuant to Section 3.02.

        2.21. PLAN shall mean the Technical Products Group, Inc. Deferred
Compensation Plan as set forth herein, effective as of the first day of April 1,
1997, and as it may be amended from time to time.

        2.22. PLAN YEAR shall mean the 12-consecutive month period ending on
December 31 except the initial Plan Year shall be a short Plan Year from April
1, 1997 to December 31, 1997.

        2.23. SALARY REDUCTION AGREEMENT shall mean the agreement between the
Company and the Participant pursuant to Section 4.01 of this Plan. The form for
such Agreement is Exhibit A.

        2.24. TRUST shall mean the Trust established pursuant to Section 1.02 of
the Plan.

        2.25. TRUST AGREEMENT shall mean the agreement between the Company and
the Trustee establishing the Trust pursuant to Section 1.02 of the Plan.

        2.26. TRUSTEE shall mean Trustee of the Trust established pursuant to
Section 1.02 of the Plan.

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                   ARTICLE III. ELIGIBILITY AND PARTICIPATION.

        3.01. QUALIFIED INDIVIDUALS. A Qualified Individual shall be any
individual who serves on the Board of Directors of the Company or who is
designated by the Company's Chief Executive Officer and who meets the following
criteria:

        (1) An Employee whose compensation for services rendered to the Company
or an affiliate, during the past year is in excess of the dollar limit specified
in Code Section 414(q), as indexed; or an individual whose compensation during
the Plan Year is reasonably expected to exceed such threshold; and

        (2) who owns Stock or Stock Options of the Company.

        3.02. PARTICIPANTS. Qualified Individuals who have been designated as
eligible to participate under the Plan by the Company's Chief Executive Officer,
may elect to become a Participant under the Plan by filing a written notice with
the Company, in the form prescribed by the terms of the Plan.

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                              ARTICLE IV. CREDITS.

        4.01.  SALARY REDUCTION AGREEMENTS.

        (a) IN GENERAL. Any Qualified Individual eligible to participate in this
Plan may elect to defer annually the receipt of a portion of the Compensation
otherwise payable to him by the Company or any Affiliate, which portion shall be
designated by him as a percentage of his Compensation, and such percentage shall
not exceed the amount equal to 100% of his Compensation that would otherwise be
paid to the Participant by the Employer in cash. This election shall be made by
filing a Salary Reduction Agreement with the Company. Under this Salary
Reduction Agreement the Participant agrees to accept a reduction in his
Compensation and the Company agrees to credit on his behalf the amount of such
reduction to this Plan.

        Salary Reduction Agreements shall be executed on the form specified by
the Plan, a copy of which is attached as Exhibit A. Salary Reduction Agreements
shall be signed by the Participant and delivered to the controller of the
Company within the period permitted under the terms of this Article.

        (b) INITIAL ELECTIONS TO DEFER COMPENSATION. For Qualified Individuals
who are Participants as of the effective date of this Plan, a Salary Reduction
Agreement shall be delivered to the controller of the Company at 3353 Peachtree
Road, Suite 920, Atlanta, Georgia 30326, by March 31, 1997. The first salary
reduction and Credit to each Participant's 401(k) Deferral Restoration Account
shall be for the pay period beginning on or about April 1, 1997.

        For Qualified Individuals who become eligible to participate in the Plan
subsequent to the Plan's effective date, their initial Salary Reduction
Agreement shall be delivered to the controller of the Company at the above
address within thirty (30) days of the date of the eligibility to participate in
the Plan. The initial Salary Reduction Agreement for each Participant will
become effective on the first day of the month following the date the Salary
Reduction Agreement is delivered to the controller of the Company.

        (c) TERM OF SALARY REDUCTION AGREEMENT. All initial and subsequent
elections to defer compensation shall continue, pursuant to the Salary Reduction
Agreement, until:

        (i) the Participant's employment with the Employer and any Affiliate
        terminates because of the Participant's death, early retirement, normal
        retirement, disability, or any other cause; or

        (ii) the Salary Reduction Agreement is discontinued as provided in
        paragraph (d) below; or

        (iii) the Salary Reduction Agreement is modified as provided in
        paragraph (e) below.

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        (d) DISCONTINUANCE OF SALARY REDUCTION AGREEMENT. A Participant may
discontinue his Salary Reduction Agreement for the remainder of any calendar
year by delivering a Notice of Discontinuance to the controller of the Company,
which Notice is attached hereto as Exhibit F. A Notice of Discontinuance shall
be delivered at least twenty (20) days prior to its effective date, and shall
apply only with respect to the Participant's compensation attributable to
services not yet performed. Any Participant who discontinues his Salary
Reduction Agreement shall not be allowed to defer any more compensation for the
remainder of the calendar year in which the discontinuance occurs.

        (e) MODIFICATION OF SALARY REDUCTION AGREEMENTS. A Participant will be
allowed to change the amount of his Salary Reduction Agreement once a year. Any
modification of a Participant's Salary Reduction Agreement will be delivered to
the controller of the Company by December 15th of any calendar year, and will be
effective for the following calendar year. A copy of the Modification of a
Salary Reduction Agreement Form is attached as Exhibit G.

        4.02. 401(K) DEFERRAL RESTORATION ACCOUNT CREDITS. The amount being
credited on behalf of a Participant pursuant to paragraph (a) of Section 4.01
shall be credited to the Participant's 401(k) Deferral Restoration Account. Such
Credits shall be made as of the date on which the amount being credited would
have been otherwise paid to the Participant.

        4.03. 401(K) MATCH RESTORATION ACCOUNT CREDITS. For any Plan Year, each
Participant who receives Credits to his 401(k) Deferral Restoration Account
under a Salary Reduction Agreement may receive Credits to his 401(k) Matching
Restoration Account. Whether or not such Credits shall be made to Participants
shall be determined at the sole and absolute discretion of the Employer. The
amount of the Credits, if any, shall be equal to 6% of the 401(k) Deferral
Restoration Account Credits during the applicable Plan Year minus, if
applicable, compensation (as defined in the 401(k) Plan for employer match
allocation purposes) in excess of the lesser of: (a) the 401(a)(17) limitation
in effect for the Plan Year; or (b) the 402(g) limitation for the Plan Year
divided by 6%.

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                   ARTICLE V. HYPOTHETICAL INVESTMENT OPTIONS.

        5.01. IN GENERAL. All Credits to a Participant's Accounts shall be
allocated among one or more of the Hypothetical Investment Options determined
from time to time by the Company in its sole discretion.

        5.02. COMPARABLE FUNDS. Each Hypothetical Investment Option, shall have
a comparable investment fund, which fund shall be an open-ended investment
company registered under the Investment Company Act of 1940, as amended
("Comparable Fund").

        5.03. VALUE OF ACCOUNTS. Amounts credited to each of a Participant's
Accounts shall be allocated to a Hypothetical Investment Option or Options
pursuant to Section 5.05, and shall be converted into stock units having a value
equal to the net asset value of the applicable Comparable Investment Fund or
Funds as of the "purchase date". The purchase date is a date no later than ten
(10) business days after the date of a Credit to any of a Participant's
Accounts, except for Dividend Credits which are credited pursuant to Section
5.04 below. As of any given date, the total value of a Participant's Accounts
shall be equal to the number of stock units of each Comparable Fund then in the
Accounts multiplied by the net asset value of the applicable Comparable Fund or
Funds, plus the dollar value of all Credits that have not be converted into
stock units.

        The Company has the right to change the Comparable Funds at its sole
discretion, subject to the following limitations:

        (i) the Comparable Funds can only be changed effective as of January 1
        or July 1 of any Plan Year, or if a Comparable Fund undergoes a material
        change; and

        (ii) Participants shall be given at least thirty (30) days notice of the
        change of Comparable Funds.

        5.04. DIVIDEND CREDITS. For each Hypothetical Investment Option in which
the Participant participates, the Participant will receive additional Credits
("Dividend Credits") computed as follows: The Dividend Credits shall be computed
as if all dividends paid on the Comparable Fund were reinvested in whole and
fractional shares of the Comparable Fund on the payment date (the "purchase
date" for Dividend Credits) at the Net Asset Value as of the date of record.

        5.05. HYPOTHETICAL INVESTMENT ELECTIONS. At the time the Participant
files his initial Salary Reduction Agreement, the Participant shall file a
Hypothetical Investment Form. The initial Hypothetical Investment Form shall
designate, in whole percents, how his Credits will be allocated among each
Hypothetical Investment Options. Thereafter, on or about the first day of
January and the first day of July of each Plan Year, the Participant shall have
the opportunity to reallocate his present Credits, and to file a subsequent
Hypothetical Investment Form for future Credits to his Accounts. The
Hypothetical Investment Form is attached as Exhibit C.

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        5.06. PRO RATA ALLOCATION. All Stock Units of each Hypothetical
Investment Option that have been allocated to a Participant shall be divided PRO
RATA among the Participant's 401(k) Deferral Restoration Account and 401(k)
Match Restoration Account, in accordance with the total credits to each Account,
less withdrawals.

        5.07. NO WARRANTIES. Neither the Board of Directors nor the Company
warrants or represents in any way that the value of each Participant's Accounts
will increase and not decrease. Such Participant assumes all risk in connection
with any change in such value.

        5.08. EFFECTIVE DATE. The effective date of the allocation of
Participants' Credits to the Hypothetical Investment Options pursuant to
Sections 5.01 through 5.07 is the earlier of (a) ten (10) business days after
the date the Trust is established, or (b) 120 days from the date of the initial
401(k) Deferral Restoration Account Credit. Prior to this date, simple interest
shall be credited to each Participant's account at a rate equal to the 3-year
Treasury Note yield as of the week in which the 401(k) Deferral Restoration
Account is first credited for any Participant.

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                              ARTICLE VI. VESTING.

        6.01. 401(K) DEFERRAL RESTORATION ACCOUNT. Each Participant shall be one
hundred percent (100%) vested, at all times, in the value of his 401(k) Deferral
Restoration Account.

        6.02.  401(K) MATCH RESTORATION ACCOUNT. Each Participant shall be one 
hundred percent (100%) vested in the value of his 401(k) Match Restoration 
Account.

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                             ARTICLE VII. BENEFITS.

        7.01. COMMENCEMENT OF PAYMENT. Benefits will commence within thirty (30)
days of any of the following events: a Participant's early retirement, a
Participant's normal retirement, disability, death or termination of employment
with the Company or in the event of a Change of Ownership of the Company. The
date which is thirty (30) days following any of the above events is the BENEFITS
STARTING DATE. The value of the Participant's Accrued Benefit will be paid to
the Participant, or, if the Participant is deceased, his Beneficiary, pursuant
to Section 7.02.

        7.02. FORM OF PAYMENTS. The form of payments shall depend upon the type
of event causing the payment of the Participant's Accrued Benefit. If the event
is a hardship, disability or death, as defined in this Article, the
Participant's Accrued Benefit shall be paid as a single lump sum on his Benefits
Starting Date.

        If the event triggering the payment of the Participant's Accrued Benefit
is the Participant's early retirement or normal retirement or termination of
employment with the Company, or a Change of Ownership, then the Participant's
Accrued Benefit shall be paid either in a cash lump sum on his Benefits Starting
Date, or in equal annual installments over a five (5) year period or a ten (10)
year period. The form of payment under these circumstances must be irrevocably
designated by the Participant at the time of entry into the Plan. Such election
shall be made within 30 days of his first becoming eligible to participate in
this Plan. The form for irrevocably electing a form of payments is attached as
Exhibit B.

        If the Participant elected to receive his Accrued Benefit in the form of
installment payments, the first installment shall commence on his Benefits
Starting Date, and each installment thereafter shall be paid on the anniversary
of his Benefits Starting Date. A Participant's remaining Accrued Benefit, after
each installment, shall continue to receive Dividend Credits and to be valued
pursuant to Article V. The amount of each installment for the five (5) and ten
(10) year installment payouts shall be equal to his Accrued Benefit on the
payment date multiplied by a fraction. The numerator of the fraction shall be
one (1), and the denominator of the fraction shall be equal to the number of
installments remaining to be paid including the current installment.

        All payments of a Participant's Accrued Benefit shall be paid in cash.

        7.03. HARDSHIP BENEFITS. In the event the Employee, or former Employee
who is receiving a distribution of his Accrued Benefit pursuant to the
installment method under Section 7.02, suffers a financial hardship (as
hereinafter defined), the Company shall distribute to or utilize on behalf of
the Employee as a hardship benefit (the "Hardship Benefit") any portion of the
Employee's Accrued Benefit up to, but not in excess of, the Termination Benefit
to which the Employee would have been entitled as of the date a Hardship Benefit
is distributed or utilized. Any Hardship Benefit shall be distributed or
utilized at such times as the Company shall determine, and the Employee's
Accrued Benefit shall be reduced by the amount so distributed and/or utilized.
Financial Hardship shall mean a financial need of the Employee caused by an
unforeseeable emergency. For purposes of this Section, an unforeseeable
emergency is a severe financial hardship to the Participant resulting from a
sudden or unexpected illness or accident of the 

                                       11
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Participant or of a dependent (as defined in Code Section 152(a)) of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.

        Payment under this Section shall not be made to the extent that such
hardship is or may be relieved:

        (i) through reimbursement or compensation by insurance; or

        (ii) by liquidation of the Participant's assets, to the extent the
        liquidation of such assets would not itself cause a severe financial
        hardship; or

        (iii) by cessation of deferrals under this Plan and the 401(k) Plan.

Withdrawals of amounts because of an unforeseeable emergency shall be made only
to the extent reasonably needed to satisfy the emergency need.

        The Company shall make the decision of whether or not, and to what
extent, a Hardship Benefit is payable to the Participant, based on the facts and
circumstances of the case. The Company's decision as to whether or not a
Hardship Benefit is payable, and to what extent it is payable, shall be final,
conclusive and binding on all persons.

        Hardship Benefits shall be withdrawn first from a Participants' 401(k)
Deferral Restoration Account, then, if required, from his 401(k) Match
Restoration Account.

        7.04. DISABILITY BENEFITS. Notwithstanding any other provision hereof,
the Employee shall be entitled to receive his Accrued Benefit hereunder prior to
his Early Retirement Date or Normal Retirement Date, whichever applies, in any
case in which it is determined by a duly licensed physician selected by the
Company that, because of ill health, accident, disability or general inability
because of age, the Employee is no longer able, properly and satisfactorily, to
perform his regular duties as an Employee. The Employee's Accrued Benefit upon
Disability shall be distributed to him on his Benefits Starting Date in pursuant
to Section 7.02.

        7.05. DEATH BENEFITS. In the event of the Employee's death while in the
employment of the Company, the Company shall pay to his Beneficiary his Accrued
Benefit pursuant to Section 7.01. If a Participant or former Participant dies
after the commencement of benefit payments made in the form of annual
installments pursuant to Section 7.02, the Participant's remaining Accrued
Benefit shall be paid to his Beneficiary within 30 days of receiving notice of
his death. Notice of a Participant's death shall be made by delivering to the
controller of the Company a certified copy of the Participant's death
certificate.

        7.06. DESIGNATION OF BENEFICIARY. The Beneficiary of any Death Benefit
payable under the Plan shall be the Participant's Spouse. Except, however, the
Participant may designate a Beneficiary other than his Spouse if:

        (i) the Spouse has waived in writing his or her right to be the 
        Participant's Beneficiary;

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        (ii) the Participant has no Spouse; or

        (iii) the Spouse cannot be located.

If the Beneficiary of any Death Benefit is not the Spouse because one or more of
the preceding conditions is satisfied, then the Participant's Beneficiary of
Death Benefit under this Plan shall be the same as provided by beneficiary
designations to the Plan. If a Participant has failed to designate a Beneficiary
or if the Beneficiary designated by a deceased Participant dies before him or
before complete distribution of the Participant's benefits, such Participant's
benefits shall be paid in accordance with the following order of priority:


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        (i) to the Participant's surviving spouse, or if there be none
surviving;

        (ii) to the Participant's children, in equal parts, or if there be none
        surviving;

        (iii) to the Participant's father and mother, in equal parts, or if
        there be none surviving;

        (iv) to the Participant's estate.

The Beneficiary Designation Form is attached as Exhibit E.

        7.07. TERMINATION BENEFIT. In the event of the Employee's termination of
employment before his Early Retirement Date for any reason, other than his
disability or his death, the Company shall pay to the Employee, as compensation
for services rendered prior to such termination, his Accrued Benefit pursuant to
Section 7.02.

        7.08. RETIREMENT BENEFITS. The Company shall pay the Employee his
Accrued Benefit pursuant to Section 7.02 to any Participant who separates from
service with the Company on or after his Early Retirement Date or Normal
Retirement Date.

        7.09. COORDINATION WITH THE 401(K) PLAN. Immediately following each Plan
Year, and not later than January 31 of the year following the Plan Year, the
Employer shall perform preliminary actual deferral percentage testing and actual
contribution percentage testing to determine, with respect to Participants, the
maximum amount ("Maximum Amount") of additional elective contributions that
could be made to the 401(k) Plan for the 401(k) Plan's plan year that coincides
with the Plan Year. Such Maximum Amount shall be consistent with the limits set
forth in Code ss.401(g) and ss.401(k)(3) and that are in effect for the Plan
Year to which the Maximum Amount relates. For each Participant, the lesser of
(i) the Maximum Amount or (ii) his deferrals for the Plan Year under the Salary
Reduction Agreement shall be distributed to the Participant between March 1 and
March 15 of the year in which the Maximum Amount is determined, unless the
Participant has previously elected to have such amount contributed to the 401(k)
Plan as an elective contribution. The Participant's election to have the Maximum
Amount contributed to the 401(k) Plan shall be made when initially eligible, and
once made, such election shall be IRREVOCABLE. Such election shall be made on
the 401(k) Plan Transfer Form attached hereto as Exhibit D. If the 

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Participant so elects to transfer the Maximum Amount to the 401(k) Plan, the
Maximum Amount shall be transferred between March 1 and March 15 of the year in
which the Maximum Amount is determined. In addition, to the extent that the
Employer is required to make matching contributions under the 401(k) Plan with
respect to such elective contributions, the Employer shall make such
contributions out of the matching amounts previously credited to the
Participant's account under the Plan. All such 401(k) Plan matching
contributions shall be debited from the Participant's 401(k) Match Restoration
Account. Any matching contributions associated with such elective contributions
shall be in the same amounts as would be made if the elective deferrals were
directly made to the 401(k) Plan, subject to the actual contribution percentage
test of Code ss.401(m)(2) and, if applicable, the multiple use limitation set
forth in Code ss.401(m)(9). Earnings credited to a Participants' Accounts under
the Plan shall not be transferred to the 401(k) Plan.

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                          ARTICLE VIII. ADMINISTRATION.

        8.01 RESPONSIBILITIES AND POWERS OF THE COMPANY. The Company shall be
solely responsible for the operation and administration of the Plan and shall
have all powers necessary and appropriate to carry out its responsibilities in
operating and administering the Plan, including, but not limited to, the power
to construe and interpret the Plan, and the power to remedy any ambiguities or
inconsistencies in the Plan. Without limiting the generality of the foregoing,
the Company shall have the responsibility and power to determine eligibility or
participation in the Plan, whether a Credit should be made on behalf of a
Participant, the amount of the Credit and the value of the amount so credited,
and the Participant's nonforfeitable interest in his Accounts. The determination
by the Company made in good faith as to any matter respecting the operation and
administration of the Plan shall be conclusive and binding on all persons,
including Participants and their Beneficiaries.

        8.02 OUTSIDE SERVICES. The Company may engage counsel and such clerical,
financial, investment, accounting, and other specialized services as the Company
may deem necessary or desirable to the operation and administration of the Plan.
The Company shall be entitled to rely upon any opinions, reports, or other
advice furnished by counsel or other specialists engaged for such purposes and,
in so relying, shall be fully protected in any action, determination, or
omission taken or made in good faith.

        8.03. STATEMENTS. The Company shall furnish each Participant with a
quarterly statement of his Accounts, which statements shall summarize for the
period all Credits to each of his Accounts, the vested amount of each of his
Accounts, the changes in his Accounts, and the starting and ending balance of
his Accounts.

        8.04. PAYMENT SCHEDULES. The Company shall deliver to the Trustee a
schedule that indicates the amounts payable in respect of each Participant (and
his Beneficiary), that provides a formula or other instructions acceptable to
the Trustee for determining the amounts so payable, the form in which such
amount is to be paid (as provided for or available under the Plan), and the time
of commencement for payment of such amounts. The Company shall also instruct the
Trustee as to the amount or formula for calculating the amount of any
withholding of any federal, state or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to the terms of the
Plan.

        8.05.  EXPENSES.  The Company  shall pay all costs and expenses incurred
 in operating and administering the Plan.

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                     ARTICLE IX. AMENDMENT AND TERMINATION.

        9.01. AMENDMENT. The Board of Directors may amend the Plan at any time,
without the consent of the Participants or their Beneficiaries, provided,
however, that no amendment shall divest any Participant or Beneficiary of the
credits to and value of his Account, or of any rights to his account, which he
would have been entitled if the Plan had been terminated immediately prior to
the effective date of such amendment.

        9.02. TERMINATION. The Board of Directors may terminate the Plan at any
time. Upon termination of the Plan, distributions of the value of a
Participant's Accounts shall be made in the manner and at the time heretofore
prescribed; provided no additional credits shall be made to the Account of a
Participant following termination of the Plan other than Dividend Credits
thereon credited pursuant to Article V.

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                      ARTICLE X. MISCELLANEOUS PROVISIONS.

        10.01. INALIENABILITY OF BENEFITS. The Participant's interest in his
Accounts, and any benefits payable to the Participant or his Beneficiary, may
not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, levy, execution or other legal or
equitable process, and any attempt to do so shall be void. Any such benefit or
interest shall not in any manner be liable for or subject to, voluntary or
involuntary garnishment, attachment, execution, or levy, or reliable for or
subject to the debts, contract, liabilities, engagements, or tort of any
Participant or his Beneficiary. In the event that the Board of Directors finds
that any Participant or his Beneficiary has become bankrupt or that any attempt
has been made to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge, garnish, attach, execute on or levy against any benefit payable under,
or interest in, the Plan, the Board of Directors shall hold or apply such
benefit or interest or any part thereof to or for the benefit of such
Participant or his Beneficiary, his spouse, children, parents or other blood
relatives, or any of them.

        Furthermore, the Company has no right of offset with respect to any
benefit payments hereunder for any debt, obligation or other liability
representing an amount the Employee owes to the Company or an Affiliate.

        10.02. NO RIGHT OF EMPLOYMENT. Nothing contained herein nor any action
taken under the provisions hereof shall be construed as a contract of employment
for any term of years, nor as conferring upon the Employee any right to be
retained in the employ of the Company in his present capacity, or any capacity.

        10.03. INDEMNIFICATION. The Company shall indemnify each Board of
Directors member against any and all claims, loss, damages, expense (including
reasonable counsel fees), and liability arising from any action, failure to act,
or other conduct in the member's official capacity, except when due to a Board
of Directors member's own gross negligence or willful misconduct.

        10.04. NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan shall be in writing, and shall be signed
by the person giving or making the same. If such notice, consent or demand is
mailed to a Participant or a Beneficiary hereto, it shall be sent by United
States certified mail, postage prepaid, addressed to such person's last known
address as shown on the records of the Company. The date of such mailing shall
be deemed the date of notice, consent or demand. Any Participant may change the
address to which notice is to be sent by giving written notice of the same to
the Company. Notice to the Company shall be delivered to the attention of the
controller, Technical Products Group, Inc., Controller.

        10.05. CONSTRUCTION. The terms defined in the Plan shall apply equally
to both singular and plural. The masculine pronoun, whenever used, shall include
the feminine. When used in the Plan, the words "hereof", "herein" and
"hereunder" and words of similar import shall refer to the Plan as a whole and
not to a particular provision of the Plan, unless otherwise specified.

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        10.06. HEADINGS. The headings of this Plan are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.

        10.07. SEVERABILITY. If any provision of this Plan is determined to be
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provisions of this Plan.

        10.08. GOVERNING LAW. The Plan shall be governed, construed, regulated,
and administered by the laws of the State of Georgia.
        10.09. COUNTERPARTS. This Plan may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
counterparts shall, together, constitute only one Plan.

        IN WITNESS WHEREOF, the Company has executed this Plan on the 24th day
of March, 1997.

                                                  TECHNICAL PRODUCTS GROUP, INC.

ATTEST BY: /s/ LISA ZIEGLER                        /s/ GARRETT L. DOMINY

SEAL                                              Executive Vice President
                                                  --------------------------    
                                                  Title

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