DUCK HEAD APPAREL COMPANY, INC.
                             2000 STOCK OPTION PLAN













                        Effective as of February 15, 2000
                      Amended and Restated August 22, 2000



<PAGE>



                         DUCK HEAD APPAREL COMPANY, INC.
                             2000 STOCK OPTION PLAN


1. PURPOSE.
-----------

         The purpose of the Duck Head Apparel  Company,  Inc.  2000 Stock Option
Plan (the  "Plan") is to  promote  the  growth  and  profitability  of Duck Head
Apparel  Company,  Inc. (the "Company") and its  subsidiaries  from time to time
("Subsidiaries")  by  increasing  the personal  participation  of key and middle
level  executives in the continued  growth and financial  success of the Company
and the  Subsidiaries,  by enabling the Company and the  Subsidiaries to attract
and retain executives of outstanding competence and by providing such executives
with an equity opportunity in the Company. This purpose will be achieved through
the grant of options  ("Options") to purchase  shares of the common stock of the
Company ("Shares").

2. ADMINISTRATION.
------------------

         The Plan shall be administered by the Company's Board of Directors (the
"Board");  provided, however, that in its discretion, the Board may delegate its
authority under the Plan to a committee of the Board (the "Committee")  composed
solely  of two or more  "Non-Employee  Directors"  ( as  defined  in Rule  16b-3
promulgated  under the  Securities  Exchange  Act of 1934,  as  amended,  or any
applicable successor rule or regulation (the "Exchange Act")).
         The Board (or Committee,  as applicable)  shall have complete and final
authority to: (i) interpret  all terms and  provisions of the Plan;  (ii) select
from the group of key and middle level executives eligible to participate in the
Plan the executives to whom Options will be granted;  (iii) subject to the terms
of the Plan,  establish  the  terms and  conditions  of each  Option,  including
without  limitation the number of Shares subject to the Option,  the term of the
Option,  and any schedule for or conditions of the exercise of the Option;  (iv)
prescribe the form of instrument(s)  evidencing  Options granted under the Plan;
(v)  determine  the time or times at which  Options  will be granted;  (vi) make
special  grants of  Options  as the  Board (or  Committee,  as  applicable)  may
determine to be  appropriate;  (vii) determine the method of exercise of Options
granted  under the Plan;  (viii)  adopt,  amend and rescind  general and special
rules for the Plan's administration;  and (ix) make all other determinations and
take all other  actions  necessary or advisable  for the  administration  of the
Plan.
         Unless the bylaws or a resolution of the Board provides otherwise,  any
action that the Board (or Committee, as applicable) is authorized to take may be
taken  without a meeting  if all the  member  of the  Board  (or  Committee,  as
applicable) sign a written document authorizing such action.
         The Board (or Committee,  as applicable)  may designate  selected Board
members or certain  employees of the Company to assist the Board (or  Committee,
as applicable) in the administration of the Plan and may grant authority to such
persons  to execute  documents,  including  Options,  on behalf of the Board (or
Committee, as applicable).
         No  member  of the  Board  shall  be  liable  for any  action  taken or
determination made in good faith in connection with the Plan.






<PAGE>



3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING OPTIONS.
----------------------------------------------------------------

         Key and middle level executives,  whether or not officers or members of
the Board, of the Company and its  Subsidiaries  who have the greatest impact on
the Company's  long-term  performance shall be eligible to receive Options under
the Plan. In  determining  the key and middle level  executives to which Options
will be granted and the number of shares  subject to each Option,  the Board (or
Committee,  as applicable) shall take into account the level and  responsibility
of the executive's position, the executive's performance, the assessed potential
of the  executive  and  such  other  factors  as the  Board  (or  Committee,  as
applicable) may deem relevant to the accomplishment of the purposes of the Plan.
Options  may be  granted  under  the Plan  only for  reasons  connected  with an
executive's employment with the Company or a Subsidiary.
         Directors of the Company or any  Subsidiary  who are not also employees
of the Company or any of its Subsidiaries are not eligible to participate in the
Plan.

4. SHARES SUBJECT TO THE PLAN.
------------------------------

         Subject to the provisions of Section 14, the aggregate number of Shares
with  respect to which  Options  may be granted  under the Plan shall not exceed
500,000  Shares.  If an Option  expires,  terminates or is  surrendered  without
having been fully  exercised,  any Shares  subject to the Option with respect to
which the Option was not exercised shall again be available for purposes of this
Plan. The Board (or Committee, as applicable) shall maintain records showing the
cumulative total of all Shares subject to outstanding Options.

5. DESIGNATION OF OPTIONS; NUMBER OF SHARES.
--------------------------------------------

         Subject  to  the  terms  of the  Plan,  the  Board  (or  Committee,  as
applicable) may, in its sole discretion, grant Options to eligible participants.
         In granting  Options,  the Board (or Committee,  as  applicable)  shall
clearly  indicate as to each Option  whether  the Option is an  incentive  stock
option ("ISO") or a non-qualified stock option ("NQO"). The Board (or Committee,
as applicable) may grant both ISOs and NQOs to the same executive, provided that
the  ISOs  and  NQOs  are  granted  separately.  The  Board  (or  Committee,  as
applicable)  shall not  designate  an Option as an ISO  unless  the terms of the
Option  comply  with all of the  requirements  of  Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code").
         Subject to Section  4., the Board (or  Committee,  as  applicable)  may
grant Options to eligible  participants with respect to such number of Shares as
the Board (or Committee, as applicable),  in its sole discretion, may determine;
provided,  that no participant  may be awarded  Options during any calendar year
with respect to an aggregate (subject to Section 14) of more than 125,000 shares
of common stock.
         With respect to Options  designated as ISOs,  the aggregate fair market
value  (determined at the Options'  respective dates of grant in accordance with
Section  422(c)(7) of the Code) of the Shares with respect to which such Options
are  exercisable  for the first time by a  participant  during any calendar year
(under all plans  taken into  account  pursuant  to Section  422(d) of the Code)
shall not exceed $100,000.






<PAGE>



6. EXERCISE PRICE.
------------------

         The price per Share at which each Option may be exercised  shall be the
price determined by the Board (or Committee, as applicable) at the time of grant
based  on such  criteria  as may be  adopted  by the  Board  (or  Committee,  as
applicable) in good faith, but in no event shall the exercise price per share of
an Option be less than the par value of a Share or less than fifty percent (50%)
of the fair  market  value of a Share at the time  such  Option is  granted.  In
addition,  (i) the  exercise  price per share for any ISO shall be not less than
the  fair  market  value  of a Share  (determined  in  accordance  with  Section
422(c)(7)  of the Code) at the time such  Option is granted;  (ii) the  exercise
price per share for any ISO shall be not less than 110% of the fair market value
of a Share  (determined in accordance with Section 422(c)(7) of the Code) at the
time such Option is granted if immediately  prior to the grant, the recipient is
a person who beneficially owns (determined in accordance with Section 424 of the
Code)  stock  having more than ten percent  (10%) of the total  combined  voting
power of all  classes  of stock  of the  Company  or any  parent  or  subsidiary
corporation of the Company  (determined in accordance with Section 424(d) of the
Code) (a "10% Owner");  and (iii) the exercise price per share shall be not less
than the fair market  value of a Share at the time the Option is granted for any
grant that is  intended  to qualify as  "performance-based  compensation"  under
Section 162(m)(4)(C) of the Code and the regulations promulgated thereunder.

7. TERM.
--------

         The  term  of  each  Option  shall  be  established  by the  Board  (or
Committee, as applicable),  but shall not exceed ten (10) years from the date of
grant.  In addition,  no ISO granted to a  participant  who is a 10% Owner shall
have a term exceeding five (5) years from the date of grant.

8. TIME OF GRANT.
-----------------

         The date of grant of an Option  for all  purposes  shall be the date on
which the Board (or Committee,  as applicable) approves the grant of the Option.
Notice of the grant shall be given to each Option  recipient  (each a "Grantee")
within a reasonable time after the date of grant.

9. TRANSFER.
------------

         An Option shall not be  transferable  by the Grantee  except by will or
the laws of descent and distribution.  During the Grantee's lifetime,  an Option
may only be exercised by the Grantee.

10. EXERCISE.
-------------

         Subject to the terms of the Plan, an Option may be  exercisable at such
time or times after the date of grant and upon such  conditions and according to
such schedule as may be determined by the Board (or Committee, as applicable) at
the time of grant.  The written  Option  agreement or letter shall set forth the
effect on the Option of the  termination  of the Grantee's  employment  with the
Company or any of its  Subsidiaries for any reason other than death or permanent
and total  disability  with the meaning of Section  22(e)(3) of the Code (or any
successor provision).  Unless the Board (or Committee, as applicable) determines
otherwise  at the time of grant of an Option,  and in any event if the Option is
an ISO,  the Option  shall  expire at the end of the three month  period (or the
stated term of the Option, if shorter) immediately following such termination of
employment. In no event shall the Grantee be able to exercise an Option for more
Shares than the number of shares for which the Option could have been  exercised
at the time the Grantee ceased to be an employee.





<PAGE>



         Unless the Board (or Committee,  as applicable) determines otherwise at
the time of grant of an Option,  and in any event if the Option is an ISO,  if a
Grantee dies while in the employ of the Company or a Subsidiary, or within three
months after the  termination  of such  employment,  or if a Grantee  terminates
employment  with  the  Company  or a  Subsidiary  due  to  permanent  and  total
disability  (within the meaning of Section 22(e)(3) of the Code or any successor
provision),  the  Grantee's  Option(s)  may be  exercised  by the Grantee or the
Grantee's  estate,  as the case may be,  during a period not  exceeding one year
after the date of the  Grantee's  death or  termination  of  employment  for the
number of Shares for which the Option could have been  exercised at the time the
Grantee died or became permanently and totally disabled.
         Notwithstanding  any other  provision of this Plan,  in no event may an
Option be exercised after the expiration of its stated term.
         Upon any Change of Control,  all outstanding Options, to the extent not
vested and/or  exercisable,  shall become  immediately vested and exercisable in
their entirety.  "Change of Control" shall mean the occurrence of any one of the
following: (a) the sale, lease, transfer, conveyance or other disposition (other
than  by  way of  merger  or  consolidation),  in one  or a  series  of  related
transactions,  of all or substantially  all of the assets of the Company and its
Subsidiaries  taken as a whole to any  "person"  (within  the meaning of Section
13(d) of the Exchange Act) other than one or more  wholly-owned  Subsidiaries of
the  Company;  (b)  the  adoption  of a  plan  relating  to the  liquidation  or
dissolution of the Company; (c) the first day on which a majority of the members
of the  Board  are not  Continuing  Directors;  or (d) the  consummation  of any
transaction   (including  without  limitation  any  merger,  share  exchange  or
consolidation)  the result of which is that any  "person"  (as  defined  above),
other than an Exempt Person or Exempt Persons,  becomes, directly or indirectly,
the  "beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act,  except  that an  entity or  person  shall be  deemed  to have  "beneficial
ownership"  of all  shares  that any such  entity  or  person  has the  right to
acquire, whether such right is exercisable immediately or only after the passage
of  time) of more  than  30% of the  outstanding  common  stock of the  Company;
provided that the transactions  covered by this clause (d) shall not include the
acquisition by the Company of its common stock; provided further,  however, that
if (x) any "person" (as defined  above)  becomes,  directly or  indirectly,  the
"beneficial owner" (as defined above) of more than 30% of the outstanding common
stock of the  Company  solely as a result of  acquisition  by the Company of its
common stock,  (y) such "person"  thereafter  acquires any additional  shares of
common  stock of the Company and (z)  immediately  after such  acquisition  such
"person" is, directly or indirectly,  the "beneficial  owner" (as defined above)
of 30% or more  of the  outstanding  common  stock  of the  Company,  then  such
additional acquisition shall constitute a Change of Control.
         "Exempt  Person"  shall  mean  (a) the  Company,  (b) any  wholly-owned
Subsidiary  of the  Company,  (c) any  individual  who  immediately  before  the
transaction  is an executive  officer of the Company,  (d) any employee  benefit
plan of the Company or any of its wholly-owned Subsidiaries or (e) any entity or
person  holding  shares of common stock for or pursuant to the terms of any such
plan if such entity or person is not a  beneficiary  of or  participant  in such
plan. "Continuing Directors" shall mean, as of any date, any member of the Board
who (i) was a member of the Board on the date this Plan was adopted by the Board
or (ii) was  nominated for election or elected to the Board with the approval of
a majority of the Continuing Directors who were members of the Board at the time
of such nomination or election.

11. METHOD OF EXERCISE.
-----------------------

         An  Option  shall be deemed  exercised  when (i) the  Company  receives
written notice of the holder's decision to exercise the Option;  (ii) the holder
tenders to the Company  payment in full in cash (or if the Board (or  Committee,
as  applicable)  so  determines  at the time of grant,  in Shares) the aggregate
exercise  price  for the  Shares  with  respect  to which  the  Option  is to be
exercised;  (iii) the holder tenders to the Company  payment in full in cash the
amount of all federal and state withholding or other employment taxes





<PAGE>



applicable  to the  taxable  income,  if any, of the holder  resulting  from the
exercise of the Option;  and (iv) the holder complies with such other reasonable
requirements as the Board (or Committee, as applicable) may establish.
         An Option may be  exercised  for any lesser  number of Shares  than the
full  number for which it could  have been  exercised.  Such a partial  exercise
shall not affect the right to exercise the Option from time to time with respect
to the remaining Shares subject to the Option.

12. CANCELLATION AND REPLACEMENT OF OPTIONS.
--------------------------------------------

         The Board (or Committee, as applicable) may at any time or from time to
time permit a Grantee to  voluntarily  surrender any  outstanding  Options where
such  surrender is  conditioned  upon the granting to the Grantee of new Options
for such  number  of  Shares as the Board  (or  Committee,  as  applicable)  may
determine.  The Board (or  Committee,  as  applicable)  may require a Grantee to
surrender  outstanding  Options  as a  condition  precedent  to the grant of new
Options to such Grantee.
         Subject  to  the  terms  of the  Plan,  the  Board  (or  Committee,  as
applicable)  shall  determine  the  terms  and  conditions  of any new  Options,
including the prices at and periods  during which they may be exercised,  all of
which may differ from the terms and conditions of the Options  surrendered.  Any
such new  Options  shall be  subject  to the Plan.  The grant of new  Options in
connection  with the surrender of outstanding  Options shall be considered,  for
purposes  of the Plan,  as the grant of new  Options  and not as an  alteration,
amendment or modification of the Plan or the Options surrendered.
         The  Shares  subject  to any  Options  surrendered  shall no  longer be
charged  against  the  aggregate  Share  limit set forth in Section 4. and shall
again be available for grants of Options under the Plan.

13. TERMINATION OF OPTIONS.
---------------------------

         An Option  shall be  considered  terminated  in whole or in part to the
extent that, in accordance  with the provisions of the Plan, it can no longer be
exercised  with respect to Shares  subject to the Option.  The Shares subject to
any  Option,  or portion  thereof,  that  terminates  shall no longer be charged
against  the  aggregate  Share  limit set forth in Section 4. and shall again be
available for the grant of Options under the Plan.






<PAGE>



14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
-----------------------------------------------

         In the event of any  change  in the  characteristics  of the  Shares by
reason  of  a  stock   dividend,   recapitalization,   merger,   reorganization,
consolidation,  stock split, reverse stock split or any other similar event, the
Shares subject to the Plan, the Shares  subject to each  outstanding  Option and
the per  participant  Share  grant  limit  set  forth  in  Section  5.  shall be
correspondingly  increased,  reduced or  changed,  such that by  exercise of any
outstanding  Option,  a Grantee will  receive,  without  change in the aggregate
purchase price, securities, as so increased,  reduced or changed,  comparable to
the  securities the Grantee would have received if the Grantee had exercised the
Option prior to such event. In the case of an ISO, the foregoing  sentence shall
apply in the event of a merger, consolidation, acquisition of property or stock,
separation,  reorganization or liquidation,  if the excess of the aggregate fair
market value of the Shares  subject to the Option  immediately  after such event
over the aggregate  exercise price of such Shares is not more than the excess of
the aggregate fair market value of all Shares subject to the Option  immediately
prior to such event over the aggregate exercise price of such Shares.
         Adjustments  under  this  Section  shall  be  made  by  the  Board  (or
Committee,  as applicable),  whose  determination as to the nature and extent of
any adjustments shall be binding and final.

15. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION AND OTHER REQUIREMENTS.
------------------------------------------------------------------------------

         No  certificates  for  Shares  shall be  executed  and  delivered  upon
exercise of any Option unless and until the Company is able to take such action,
if any,  as is then  required  to comply  with the  Securities  Act of 1933,  as
amended;  the  Exchange  Act;  any  applicable  state  securities  laws  and the
requirements of any exchange on which the Shares may be listed.
         In the  case  of the  exercise  of an  Option  by a  person  or  estate
acquiring the right to exercise the Option by bequest of inheritance,  the Board
(or  Committee,  as  applicable)  may  require  reasonable  evidence  as to  the
ownership  of the Option and may require  such  consent  and  releases of taxing
authorities as it may deem advisable.

16. NO RIGHT TO EMPLOYMENT.
---------------------------

         Neither the  adoption of the Plan nor its  operation,  nor any document
describing or referring to the Plan, or any part thereof,  shall confer upon any
participant  under this Plan any right to  continue in the employ of the Company
or any Subsidiary, or shall in any way affect the right and power of the Company
or any  Subsidiary to terminate the  employment of any  participant  at any time
with or without  cause,  to the same extent as the Company or  Subsidiary  might
have done if the Plan had not been adopted.

17. NO RIGHTS AS SHAREHOLDER.
-----------------------------

         No  person,  estate  or  other  entity  shall  have  any  rights  as  a
shareholder  with respect to the Shares  obtained as a result of the exercise of
an Option until a certificate or certificates for the Shares have been received.






<PAGE>



18. AMENDMENT AND TERMINATION.
------------------------------

         The Board may at any time suspend,  amend or terminate  this Plan.  The
Board (or Committee, as applicable) may make such modifications to the terms and
conditions of any Option as it shall deem advisable.  No Option shall be granted
during any  suspension or after  termination  of the Plan.  Notwithstanding  the
foregoing provisions of this Section, no amendment, suspension or termination of
the Plan and no  modification  of any Option  shall,  without the consent of the
holder of an Option,  alter or impair any rights or obligations under any Option
granted prior to the effective date of the amendment,  suspension or termination
of the Plan or of the modification to the Option.
         In addition to Board  approval of an amendment  to the Plan,  the Board
shall obtain such consent by the holders of the capital stock of the Company, if
any, as may be required by applicable  law,  including  without  limitation Rule
16b-3  promulgated  under  the  Securities  Exchange  Act of 1934,  as  amended,
Sections 162(m) and 421 through 424 of the Internal Revenue Code.

19. USE OF PROCEEDS.
--------------------

         The proceeds  received by the Company from the sale of Shares  pursuant
to the  exercise  of Options  shall be used for  general  corporate  purposes as
determined by the Board.

20. INDEMNIFICATION OF BOARD.
-----------------------------

         In addition to such other rights of indemnification as they may have as
members  of the  Board,  the  members  of  the  Board  (and  the  Committee,  as
applicable) shall, to the fullest extent permitted by law, be indemnified by the
Company  against the reasonable  expenses,  including  attorneys' fees and legal
costs,  actually and necessarily  incurred in connection with the defense of any
action,  suit or proceeding,  or in connection with any appeal therein, to which
they or any of them  may be a party by  reason  of any  action  or  omission  in
connection with the Plan or any Option,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it has been adjudged in such action, suit or proceeding that such Board or
Committee member is liable for gross negligence or misconduct in the performance
of such member's duties;  provided that within 60 days after  institution of any
such action,  suit or proceeding the Board or Committee  member shall in writing
offer the Company the opportunity,  at the Company's own expense,  to handle and
defend the same.

21. EFFECTIVE DATE OF THE PLAN.
-------------------------------

         This Plan shall be effective  February 15, 2000,  subject to subsequent
approval by the requisite shareholder vote no later than the next annual meeting
of  the  shareholders  of  the  Company.  Any  Options  granted  prior  to  such
shareholder  approval shall also be subject to shareholder approval of the Plan.
If the Plan is not approved by the  shareholders of the Company,  the Plan shall
terminate and any Options granted under the Plan shall expire.






<PAGE>



22. DURATION OF THE PLAN.
-------------------------

         Unless previously terminated by the Board, this Plan shall terminate at
the close of business on February 15, 2010,  and no Option may be granted  under
the Plan thereafter,  but such  termination  shall not affect any Option granted
prior to termination of the Plan.

23. GOVERNING LAW.
------------------

This Plan shall be governed,  interpreted  and enforced in  accordance  with the
laws of Georgia without regard to choice of law principles.





<PAGE>



                         DUCK HEAD APPAREL COMPANY, INC.
                             STOCK OPTION AGREEMENT

         THIS AGREEMENT is made by and between Duck Head Apparel  Company,  Inc.
(the "Company") and ______________________________ (the "Participant") effective
as of the Date of Grant set forth below.

         Subject to the Additional  Terms and Conditions  attached hereto and to
the terms of the Duck Head Apparel  Company,  Inc.  2000 Stock  Option Plan,  as
amended from time to time (the "Plan"), both of which are incorporated herein by
reference as part of this Agreement, the Company hereby awards as of the Date of
Grant to Participant an option (the "Option"),  as described  below, to purchase
the Option Shares.  Capitalized  terms used and not defined or described  herein
shall  have  the  meanings  set  forth  in the  attached  Additional  Terms  and
Conditions or the Plan.

         A.  Type of  Option:  ________________________.  [Specify  whether  the
Option is intended to be an ISO or NQO, either "This Option is intended to be an

"incentive  stock  option"  within the  meaning of Section  422 of the Code," or
"This  Option is not  intended  to be an  "incentive  stock  option"  within the
meaning of Section 422 of the Code." ISOs and NQOs granted at the same time must
be granted using a separate Stock Option  Agreement for each.] [If the Option is
an ISO, include the following language:  "The Participant  acknowledges that any
Option  granted  to the  Participant  that is  intended  to be an ISO will  lose
tax-favored  treatment under Section 421 of the Code if the Participant fails to
comply with the holding period requirements of Section 422 of the Code."]
         B.       Date of Grant: __________________________.
         C.       Exercise Price:   __________ per Share.   [No less than 50% of
fair market value of a Share as of the Date  of Grant and no less than par value
$.01).  No less than fair market value if the Option is an ISO or is intended to
be "performance-based compensation" under Code Section 162(m). No less than 110%
of fair market value if the Option is an ISO and  the  recipient  is a 10% Owner
immediately prior to the grant.]
         D.       Option Shares: __________ Shares.
         E.       Vesting Schedule: [As determined by the Board or Committee.]
         F.       Term: __________________.       [As determined by the Board or
Committee, not to exceed ten (10) years from the Date of Grant.    Not to exceed
five  (5)  years  from  the  Date  of  Grant  if  the  recipient  is a 10% Owner
immediately prior to the grant.]
         G.       Expiration of  Option Upon Termination of Employment and Death
of Participant.  [As determined by the Board or Committee. See Section 10 of the
Plan.]
         H.       Form of Payment. [Payment must be in cash unless  the Board or
Committee permits exercise by transfer of Shares with a fair market value  equal
to the aggregate exercise price.]




<PAGE>



         IN WITNESS WHEREOF,  the Company and the Participant have executed this
Agreement as of the date first set forth above.

DUCK HEAD APPAREL COMPANY, INC.
                                                PARTICIPANT


By:________________________________             _______________________________
Name:_____________________________              Name:_________________________
Title:_________________________



<PAGE>



                         DUCK HEAD APPAREL COMPANY, INC.
                             STOCK OPTION AGREEMENT
                         ADDITIONAL TERMS AND CONDITIONS

1. EXERCISE.
------------

         Subject to the terms of the Plan, an Option may be exercised  from time
to time  during the Term of the Option  with  respect to all or a portion of the
Shares with respect to which the Option has vested. A partial exercise shall not
affect the right to exercise  the Option  from time to time with  respect to the
remaining Shares subject to the Option.  Notwithstanding  any other provision of
this Stock Option  Agreement or the Plan, in no event may an Option be exercised
after the expiration of its stated term.

2. METHOD OF EXERCISE.
----------------------

         An  Option  shall be deemed  exercised  when (i) the  Company  receives
written notice of the holder's decision to exercise the Option;  (ii) the holder
tenders to the Company  payment in full in cash (or, if authorized by this Stock
Option  Agreement,  Shares)  the  aggregate  exercise  price for the Shares with
respect to which the Option is to be exercised;  (iii) the holder tenders to the
Company payment in full in cash the amount of all federal and state  withholding
or other  employment  taxes  applicable  to the taxable  income,  if any, of the
holder  resulting from the exercise of the Option;  and (iv) the holder complies
with  such  other  reasonable  requirements  as  the  Board  (or  Committee,  as
applicable) may establish.

3. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
----------------------------------------------

         In the event of any  change  in the  characteristics  of the  Shares by
reason  of  a  stock   dividend,   recapitalization,   merger,   reorganization,
consolidation,  stock split, reverse stock split or any other similar event, the
Shares  subject to the Plan and the Shares  subject to each  outstanding  Option
shall be correspondingly increased, reduced or changed, such that by exercise of
any outstanding Option, a Grantee will receive,  without change in the aggregate
purchase price, securities, as so increased,  reduced or changed,  comparable to
the  securities the Grantee would have received if the Grantee had exercised the
Option prior to such event. In the case of an ISO, the foregoing  sentence shall
apply in the event of a merger, consolidation, acquisition of property or stock,
separation,  reorganization or liquidation,  if the excess of the aggregate fair
market value of the Shares  subject to the Option  immediately  after such event
over the aggregate  exercise price of such Shares is not more than the excess of
the aggregate fair market value of all Shares subject to the Option  immediately
prior to such event over the aggregate exercise price of such Shares.
         Adjustments  under  this  Section  shall  be  made  by  the  Board  (or
Committee,  as applicable),  whose  determination as to the nature and extent of
any adjustments shall be binding and final.

4. TRANSFER.
------------

         An Option shall not be  transferable  by the Grantee  except by will or
the laws of descent and distribution.  During the Grantee's lifetime,  an Option
may only be exercised by the Grantee.




<PAGE>



5. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION AND OTHER REQUIREMENTS.
-----------------------------------------------------------------------------

         No  certificates  for  Shares  shall be  executed  and  delivered  upon
exercise of any Option unless and until the Company is able to take such action,
if any,  as is then  required  to comply  with the  Securities  Act of 1933,  as
amended;  the Securities Exchange Act of 1934, as amended;  any applicable state
securities laws and the  requirements of any exchange on which the Shares may be
listed.
         In the  case  of the  exercise  of an  Option  by a  person  or  estate
acquiring the right to exercise the Option by bequest of inheritance,  the Board
(or  Committee,  as  applicable)  may  require  reasonable  evidence  as to  the
ownership  of the Option and may require  such  consent  and  releases of taxing
authorities as it may deem advisable.

6. NO RIGHT TO EMPLOYMENT.
--------------------------

         Neither the  adoption of the Plan nor its  operation,  nor any document
describing or referring to the Plan, or any part thereof,  nor this Stock Option
Agreement shall confer upon any participant under the Plan any right to continue
in the employ of the Company or any  Subsidiary,  or shall in any way affect the
right and power of the Company or any  Subsidiary to terminate the employment of
any  participant  at any time with or without  cause,  to the same extent as the
Company or Subsidiary might have done if the Plan had not been adopted.

7. NO RIGHTS AS SHAREHOLDER.
----------------------------

         No  person,  estate  or  other  entity  shall  have  any  rights  as  a
shareholder  with respect to the Shares  obtained as a result of the exercise of
an Option until a certificate or certificates for the Shares have been received.

8. AMENDMENT AND TERMINATION.
-----------------------------

         The Board may at any time  suspend,  amend or terminate  the Plan.  The
Board (or Committee, as applicable) may make such modifications of the terms and
conditions  of any  Option  as it  shall  deem  advisable.  Notwithstanding  the
foregoing provisions of this Section, no amendment, suspension or termination of
the Plan and no  modification  of any Option  shall,  without the consent of the
holder of an Option,  alter or impair any rights or obligations under any Option
granted prior to the effective date of the amendment,  suspension or termination
of the Plan or of the modification of the Option.
         In addition to Board  approval of an amendment  to the Plan,  the Board
shall obtain such consent by the holders of the capital stock of the Company, if
any, as may be required by applicable  law,  including  without  limitation Rule
16b-3  promulgated  under  the  Securities  Exchange  Act of 1934,  as  amended,
Sections 162(m) and 421 through 424 of the Internal Revenue Code.




<PAGE>



9. GOVERNING LAW.
-----------------

         This Stock Option Agreement shall be governed, interpreted and enforced
in  accordance  with  the  laws of  Georgia  without  regard  to  choice  of law
principles.

10. ENTIRE AGREEMENT.
---------------------

         This Stock  Option  Agreement  and the Plan,  as  amended,  express the
entire  understanding  and  agreement of the parties  hereto with respect to the
grant of the Option evidenced by this Stock Option Agreement.