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                                                                    EXHIBIT 4.2



                  AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                                       OF
                             E-Z SERVE CORPORATION



1.       PURPOSE OF PLAN.

         This 1994 Stock Option Plan (the "Plan") is intended to act as an
incentive (a) to retain key management employees of E-Z Serve Corporation (the
"Company") and its Affiliates (as defined below), (b) to stimulate the active
interest of such persons in the development and financial success of the
Company, and (c) to provide a financial benefit to such persons at the same
time as the stockholders of the Company receive financial consideration based
on certain events as set forth herein.  The options issued pursuant to this
Plan (the "Options") are not intended to qualify as incentive stock options
("nonqualified stock options") under Section 422 of the Internal Revenue Code
of 1986, as amended ("Code").

2.       ADMINISTRATION OF PLAN

         (a)  The Board of Directors shall appoint and maintain as
         administrator of this Plan the Compensation Committee (the
         "Committee") which shall consist of at least two members of the Board
         of Directors, each of whom shall be a "nonemployee director" within
         the meaning of Rule 16b-3 promulgated by the Securities and Exchange
         Commission pursuant to the Securities Exchange Act of 1934, as amended
         (the "Exchange Act").  Each member of the Committee shall serve at the
         pleasure of the Board of Directors of the Company ("Board").

         (b)  The Committee shall administer the Plan in accordance with its
         terms as in effect from time to time and shall have the power to
         determine all questions arising in connection with the administration,
         interpretation, and application of the Plan.  The Committee is
         authorized to make any and all decisions and determinations as it may,
         in its discretion, determine to make under or with respect to the
         Plan.  Any such decision or determination by the Committee shall be
         conclusive and binding upon all persons.  The Committee may establish
         procedures, correct any defect, supply any information, or reconcile
         any inconsistency in such manner and to such extent as it shall deem
         necessary or advisable to carry out the purpose of the Plan.  The
         Committee shall have all powers necessary or appropriate to accomplish
         its duties under the Plan.
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         (c)  The Committee shall be charged with the duties of the general
         administration of the Plan, including, but not limited to, the
         following:

                 (i)      to determine all questions relating to the
                 eligibility of key employees to participate or remain eligible
                 to participate hereunder;

                 (ii)     to grant Options pursuant to this Plan;

                 (iii)    to interpret the provisions of the Plan and to make
                 and publish such rules for regulation of the Plan as are not
                 inconsistent with the terms hereof; and

                 (iv)     to assist any employee regarding his rights,
                 benefits, or elections available under the Plan.

         (d)  The Committee shall keep or cause to be kept all books of
         account, records, and other data (not including the general accounting
         records of the Company) that may be necessary for proper
         administration of the Plan.

         (e)  All decisions and selections made by the Committee pursuant to
         the provisions of this Plan shall be made by a majority of its
         members.  Any decision reduced to writing and signed by a majority of
         the members shall be fully effective as if it had been made by a
         majority at a meeting duly held.

3.       DEFINITIONS.  For purposes of this Plan, the following definitions
         shall apply:

         (a)     "Affiliates" means any Parent of the Company and any
         Subsidiary of the Company within the meaning of Sections 424(e) and
         (f) of the Code, respectively.

         (b)     "Cause" shall mean:

                 (i)      for an Optionee who is not a Senior Executive, an
                 Optionee's actual fraud, gross negligence or willful or wanton
                 misconduct in the course of his employment by the Company or
                 any of its Affiliates; or

                 (ii)     for an Optionee who is a Senior Executive, a Senior
                 Executive's (a) actual fraud, gross negligence or willful or
                 wanton misconduct in the course of his employment by the
                 Company or any of its Affiliates, (b) fraud, embezzlement or
                 other material dishonesty with respect to the Company or




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                 any of its Affiliates, (c) conviction of, or a plea of nolo
                 contendere to, a felony, (d) conduct that is materially
                 harmful to the business, interest or reputation of the
                 Company, (e) intentional failure to comply with any material
                 instructions of the Board contained in a duly adopted
                 resolution of the Board, or (f) failure to devote, other than
                 by reason of disability, such of the Senior Executive's entire
                 time, attention, business judgment, skill, energies and
                 business efforts to his duties as an executive of the Company
                 as are reasonably necessary to carry out his duties.

         (c)     "Common Stock" shall mean the common stock of the Company, par
         value $0.01 per share.

         (d)     "Senior Executive" shall mean any of the senior executive
         officers of the Company identified in a specific resolution of the
         Committee to be included within the definition of this term.

         (e)     "Senior Executive Termination" shall mean (i) a Senior
         Executive's permanent disability, as determined in the sole discretion
         of the Committee, or death, (ii) the termination of a Senior
         Executive's employment by the Company for reasons other than for
         Cause, or (iii) a Senior Executive's voluntary termination of
         employment within 90 days after a significant diminution of both the
         Senior Executive's responsibility and base salary by the Company.

         (f)     "Fair Market Value" shall be determined as follows:

         First, determine the average (mean) price for each of the thirty days
         preceding the date of determination on which the Common Stock traded
         as follows:

                 (i)  the reported "high" and "low" sales price of the Common
                 Stock as reported in The Wall Street Journal's American Stock
                 Exchange Composite Transactions listing (corrected for obvious
                 typographical errors),

                 (ii)  if the Common Stock is not reported in such listing,
                 then the reported "high" and "low" sales prices on the largest
                 national securities exchange (based on the aggregate dollar
                 value of securities listed) on which the Common Stock is
                 listed or traded,

                 (iii)  if the Common Stock is not listed or traded on any
                 national securities exchange, then the reported "high" and
                 "low" sales prices for the Common





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                 Stock in the over-the-counter market, as reported on the
                 National Association of Securities Dealers Automated
                 Quotations System, or,

                 (iv)  if such prices shall not be reported thereon, the
                 closing bid and asked prices so reported, or, if such prices
                 shall not be reported, then the closing bid and asked prices
                 reported by the National Quotation Bureau Incorporated;

         Second, the relevant thirty-day average determined pursuant to clause
         (i), (ii), (iii) or (iv) above shall then be multiplied by the total
         number of shares of Common Stock traded on each date used to determine
         such average (the "Value of Shares Traded Daily"); and

         Third, the Value of Shares Traded Daily for each of the thirty days
         shall be added together and the sum shall be divided by the total
         number of shares of Common Stock traded during the thirty days, which
         result shall be the Fair Market Value.

4.       DESIGNATION OF PARTICIPANTS.

         The persons eligible for participation in this Plan as recipients of
Options shall be such key employees of the Company or its Affiliates as
designated by the Committee.  A person who has been granted an Option hereunder
("Optionee") may be granted an additional Option or Options, if the Committee
shall so determine.

5.       STOCK RESERVED

         Subject to adjustment as provided in Section 10, a total of 8,000,000
shares ("Stock") of Common Stock shall be subject to this Plan.  The shares of
Stock subject to this Plan shall consist of unissued shares or previously
issued shares reacquired and held by the Company and such number of shares
shall be and is hereby reserved for sale for such purpose.  Any of such shares
which may remain unsold and which are not subject to outstanding Options at the
expiration of this Plan shall cease to be reserved for the purpose of this
Plan, but until termination of this Plan and the expiration, exercise or lapse
of all Options granted hereunder, the Company shall at all times reserve a
sufficient number of shares to meet the requirements of this Plan.  Should any
Option expire or be canceled prior to its exercise, the shares theretofore
subject to such Option may again be subject to an Option under this Plan.





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6.       OPTION PRICE

         The purchase price of each share of Stock subject to an Option granted
under this Plan prior to September 17, 1996 shall be $0.40.  The purchase price
of each share of Stock subject to an Option granted under this Plan after
September 17, 1996 shall be determined by the Committee prior to granting the
Option, which may be any amount the Committee shall determine in its sole
discretion.

7.       OPTION AND SALE PERIOD

         No Options may be granted after December 31, 1997.  Each Option
granted under this Plan shall terminate and be of no force and effect with
respect to any Stock not purchased upon exercise by the Optionee upon the
expiration of ten years from the date of granting of such Option or such
earlier date as the Committee, in its sole discretion, may prescribe at the
date of grant. In addition, any Stock purchased upon exercise of an Option but
unable to be sold pursuant to the terms of this Plan before the expiration of
ten years from the date of granting of the Option under which such Stock was
purchased shall be repurchased by the Company at the purchase price paid per
share by the Optionee as soon as practicable after such expiration date.

8.       VESTING OF OPTIONS.

         Each Option granted under this Plan shall be evidenced by an
agreement, in a form approved by the Committee, which shall be subject to the
express terms and conditions stated in this Plan and to such other terms and
conditions as the Committee may deem appropriate, including, but not limited to
terms and conditions related to the ability of an Optionee to exercise an
Option and sell any Stock purchased upon exercise of an Option.  The Committee
may provide in the option agreement that an Option may be exercised in whole,
immediately, or is to be exercisable in increments.  As of September 17, 1996,
all options outstanding under this Plan shall be fully vested and exercisable,
subject to approval of such vesting by the stockholders of the Company at any
time prior to September 17, 1997.  All Options granted subsequent to September
17, 1996 shall be fully vested and exercisable upon grant.

9.       EXERCISE OF OPTIONS.

         (a)     Options may be exercised solely by the Optionee during his
         lifetime or after his death by the person or persons entitled thereto
         under his will or the laws of descent and distribution.





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         (b)     In the event of termination of employment of an Optionee
         (other than in the case of a Senior Executive Termination) for any
         reason other than death or permanent disability, an Option may be
         exercised only with respect to the number of shares of Stock that
         could be sold (pursuant to Section 12 hereof) and any Options with
         respect to shares of Stock that could not be sold (pursuant to Section
         12) at that time shall lapse, unless the Committee shall otherwise
         approve on a case by case basis; provided, that if the termination of
         employment was for Cause, all Options  held by such Optionee shall be
         forfeited upon the termination of employment, and no exercise of the
         Option shall be permitted; and provided further, that if the
         termination was not for Cause, the Optionee must exercise the Options
         (and such exercise may be made only to the extent that the underlying
         Stock may be sold pursuant to Section 12) within 60 days of the
         termination of employment at which time any unexercised Options shall
         be forfeited, unless the Committee shall otherwise approve on a case
         by case basis.  Whether or not a termination of employment is for
         Cause shall be determined in the sole discretion of the Committee.

         (c)     In the event of the death or permanent disability (whether or
         not someone is permanently disabled shall be determined in the sole
         discretion of the Committee) of an Optionee (other than a Senior
         Executive) following the date of grant of any Option and while in the
         employ of the Company or any of its Affiliates, and while Options
         granted hereunder are still in force and unexpired under the terms of
         Section 7, the entire Option (except for the portion of the Option for
         which shares of Stock subject to the Option held by such Optionee
         could, if the Option had been exercised, be sold at such time due to
         the provisions of Section 12) shall be forfeited except for a portion
         of the Option to acquire a number of shares of Stock equal to AxB,
         where:

                 A = the number of shares of Stock subject to the Option granted
                 to the Optionee that, if the Option had been exercised by the
                 Optionee prior to his death or permanent disability, could not
                 have been sold pursuant to Section 12

                 B = the number of months elapsed (but not greater than 60) from
                 January 1, 1993, until Optionee's death or permanent
                 disability divided by 60.

         (d)     The purchase price of the shares of Stock as to which an
         Option is exercised shall be paid in full at the time of the exercise.
         Such purchase price shall be payable in cash (including certified
         check, bank draft and postal or express money order payable to the
         order of the Company).





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         The Committee may, in its discretion and to the extent permitted by
         the laws of the State of Delaware, determine to permit the holder of
         an Option to satisfy the purchase price of the shares as to which an
         Option is exercised by delivery of the Option holder's promissory
         note, such note to be subject to such terms and conditions as the
         Committee may determine.  The Committee may, in its discretion and to
         the extent permitted by the laws of the State of Delaware, determine
         to cause the Company to lend to the holder of an Option funds, on such
         terms and conditions as the Committee may determine to be appropriate,
         sufficient for the holder of an Option to pay the purchase price of
         the shares as to which an Option is to be exercised.  No holder of an
         Option shall be, or have any of the rights or privileges of, a
         stockholder of the Company in respect of any shares purchasable upon
         the exercise of any part of an Option unless and until certificates
         representing such shares shall have been issued by the Company to such
         holder.

         (e)     Within 60 days of a Senior Executive Termination, the Company
         will provide to the Senior Executive an offer to pay the Senior
         Executive an amount payable in cash in exchange for the Senior
         Executive's relinquishment of all of such Senior Executive's Options.
         Within 30 days of the Senior Executive's receipt of the Company's
         offer, the Senior Executive, or his heirs or legal representatives in
         the event of death or disability, must exercise one of the following
         alternatives:

                 (i)      Accept the Company's offer and relinquish the Senior
                 Executive's Options for the cash amount offered; or

                 (ii)     In lieu of purchasing the shares of Stock subject to
                 purchase under the Options, relinquish the Options for a
                 number of shares of Common Stock to be determined as follows:
                 the number of shares of Common Stock issuable pursuant to such
                 relinquishment shall be a number equal to the quotient
                 obtained by dividing the Appreciated Value by the Stock Value
                 (both as defined below); or

                 (iii)    Continue to hold the Options and exercise them prior
                 to the earlier of five years from the date of the Senior
                 Executive Termination or such earlier date as the period for
                 exercise of the Options would end pursuant to the terms of the
                 Plan.

As used in this Section 9, "Appreciated Value" shall mean the excess of (i) the
Stock Value times the number of shares of Common Stock covered by the Options
over (ii) the purchase price for each share specified in such Options times the
number of shares of Common Stock





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covered by the Options.  As used in this Section 9, "Stock Value" of a share of
Common Stock shall mean (i) on a consolidated basis, the sum of (x) the
Company's earnings before interest, taxes, depreciation and amortization for
the four reported fiscal quarters prior to the date of the Senior Executive
Termination (the "Period") multiplied by 6, plus (y) the Company's average cash
during the Period, minus (z) the Company's average debt during the Period, (ii)
divided by the average number of shares of Common Stock outstanding during the
Period.

10.      STOCK DIVIDENDS, STOCK SPLITS AND CERTAIN OTHER CORPORATION
         TRANSACTIONS

         (a)     The existence of this Plan and Options granted hereunder shall
         not affect in any way the right or power of the Company or its
         stockholders to make or authorize any or all adjustments,
         recapitalizations, reorganizations or other changes in the Company's
         capital structure or its business, or any merger or consolidation of
         the Company, or any issue of bonds, debentures or preferred or
         preference stocks ranking prior to or affecting the Common Stock or
         the rights attendant thereto, or the dissolution or liquidation of the
         Company, or any sale or transfer of all or any part of the Company's
         assets or business, or any other corporate act or proceeding, whether
         of a similar character or otherwise.

         (b)     The shares with respect to which Options may be granted
         hereunder are shares of Common Stock of the Company as presently
         constituted.  If, and whenever, prior to the delivery by the Company
         of all of the shares of the Stock which are subject to Options granted
         hereunder, the Company shall effect a subdivision or consolidation of
         shares or other capital readjustment, the payment of a stock dividend,
         a stock split, a combination of shares, a recapitalization or other
         increase or reduction of the number of shares of Common Stock
         outstanding without receiving consideration therefor in money,
         services or property, the number of shares of Stock available under
         this Plan and the number of shares of Stock with respect to which
         Options granted hereunder may thereafter be exercised shall (i) in the
         event of an increase in the number of outstanding shares, be
         proportionately increased, and the cash consideration payable per
         share shall be proportionately reduced, and (ii) in the event of a
         reduction in the number of outstanding shares, be proportionately
         reduced, and the cash consideration payable per share shall be
         proportionately increased.

         (c)     If the Company is reorganized, merged or consolidated or is
         otherwise a party to a plan of exchange with another corporation
         pursuant to which reorganization, merger, consolidation or plan of
         exchange the holders of Common Stock receive any





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         shares of Common Stock or other securities or if the Company shall
         distribute ("Spin Off") securities of another corporation to the
         holders of Common Stock, there shall be substituted for the shares
         subject to the unexercised portions of outstanding Options an
         appropriate number of shares of (i) each class of stock or other
         securities which were distributed to the holders of Common Stock in
         respect of such shares in the case of a reorganization, merger,
         consolidation or plan of exchange, or (ii) in the case of a Spin Off,
         the securities distributed to the holders of Common Stock together
         with shares of Stock; provided, however, that all such Options may be
         canceled by the Company as of the effective date of (x) a
         reorganization, merger, consolidation, plan of exchange or Spin Off or
         (y) any dissolution or liquidation of the Company, by giving notice to
         each holder thereof or his personal representative of its intention to
         do so and by permitting the purchase for a period of at least thirty
         days during the sixty days next preceding such effective date of all
         of the shares subject to such outstanding exercisable Options; and
         provided further that in the event of a Spin Off, the Company may, in
         lieu of substituting securities or accelerating and canceling Options
         as contemplated above, elect (i) to reduce the purchase price for each
         share of Stock subject to an outstanding Option by an amount equal to
         the fair market value (as determined by the Board) of the securities
         distributed in respect of each outstanding share of Common Stock in
         the Spin Off or (ii) to reduce proportionately the purchase price per
         share and to increase proportionately the number of shares of Stock
         subject to each Option in order to reflect the economic benefits
         inuring to the holders of Stock as a result of the Spin Off.

         (d)     Except as hereinbefore expressly provided the issue by the
         Company of shares of stock of any class, or securities convertible
         into or exchangeable for shares of stock of any class, for cash or
         property, or for labor or services, either upon direct sale or upon
         the exercise of rights or warrants to subscribe therefor, or upon
         conversion of shares or obligations of the Company convertible into or
         exchangeable for shares of stock of any class shall not affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         of shares of Stock subject to Options granted hereunder.

11.      PURCHASE FOR INVESTMENT

         Unless the Options and shares of Stock covered by this Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person exercising an
Option under this Plan may be required by the Company to give a representation
in writing that he is acquiring such shares for his





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own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

12.      SALE OF COMMON STOCK AFTER EXERCISE OF OPTION.

         Upon the exercise of an Option by an Optionee in accordance with
Section 9(d) of this Plan, the Company shall deliver to the Optionee
certificates for the number of shares of Common Stock with respect to which
such Option has been so exercised, issued in the name of the Optionee;
provided, however, that such delivery shall be deemed effected for all purposes
when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Optionee at the
Optionee's last known address.  Once delivery of the shares of Common Stock
have been deemed delivered to the Optionee, the Optionee may sell, pledge,
hypothecate or otherwise encumber (for purposes of this Plan, any such act
referred to as a "sale" or being "sold") such shares of Common Stock purchased
through the exercise of an Option only as follows:

         (a)     Persons Entitled to Sell.  Stock may be sold solely by the
         Optionee during his lifetime or after his death by the person or
         persons entitled thereto under his will or the laws of descent and
         distribution.

         (b)     Secondary Offering.  Upon the consummation of each
         underwritten public offering of Common Stock pursuant to a
         registration statement wherein the aggregate net proceeds (after
         deducting all costs, discounts, commissions and other expenses of the
         offering) to the Company's stockholders are at least $10,000,000
         ("Secondary Offering"), then:

                 (i)      a percentage of all Stock subject to this Plan (on a
                 pro rata basis per Option granted under this Plan) shall be
                 able to be sold equal to a ratio determined by the number of
                 shares of Common Stock sold in the Secondary Offering divided
                 by the number of outstanding shares of Common Stock, on a
                 fully diluted basis, existing prior to the Secondary Offering;
                 and

                 (ii)     regardless of any previous ability to sell due to a
                 previous offering under this clause (b), a percentage of all
                 remaining shares of Stock shall be able to be sold on the last
                 day of each month from the effective date of the Secondary
                 Offering until December 1997 equal to the number of months
                 that have elapsed since the effective date of the registration
                 statement divided by the total number of months between the
                 effective date of the registration statement and December 31,
                 1997; provided, that if no Secondary Offering





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                 has occurred prior to December 31, 1997, all shares of Stock
                 shall be able to be sold upon the consummation of any
                 Secondary Offering occurring after such date.

         (c)     Private Sale of Common Stock. Upon each transfer or series of
         related transfers in a private transaction which would have the effect
         of transferring to any transferee or group (as defined for purposes of
         Section 13(d)(3) of the Exchange Act of persons beneficial ownership
         (as defined in Rule 13(d)(3) of the Exchange Act) of a number of
         shares of Common Stock that, in the aggregate is equal to or greater
         than 10% of the then outstanding shares of Common Stock on a fully
         diluted basis, a number of shares of all Stock subject to this Plan
         (on a pro rata basis per Option granted under this Plan) shall be able
         to be sold equal to the number of shares of Common Stock transferred
         multiplied by 9%; provided, however, that shares of Stock purchased or
         purchasable through the exercise of an Option may not be sold by the
         Optionee upon any transfer to:

                 (i) a person or entity who is the beneficial owner (as defined
                 in Rule 13(d)(3) of the Exchange Act) of 5% or more of the
                 Common Stock on the Effective Date (as defined below), or

                 (ii) any person or entity controlling, controlled by or under
                 common control with any person or entity who is the beneficial
                 owner of 5% or more of the Common Stock on the Effective Date.
                 For purposes of this clause (ii), "control" (including the
                 terms "controlling," "controlled by" and "under common control
                 with") shall mean the direct or indirect possession of the
                 power to direct or cause the direction of the management and
                 policies of a person or entity, whether through the ownership
                 of voting securities, by contract or otherwise.

         (d)     Asset Sale.  Upon the sale of all or substantially all of the
         assets of the Company or its subsidiary E-Z Serve Convenience Stores,
         Inc. (or whichever Affiliated subsidiary holds substantially all of
         the assets related to the Company's convenience store business), 100%
         of the Stock purchased or purchasable through the exercise of an
         Option may be sold by the Optionee.

         (e)     Senior Executive Termination.  Upon a Senior Executive
         Termination, 100% of the applicable Senior Executive's Stock purchased
         through the exercise of an Option may be sold by such Senior Executive
         without restriction under this Plan.





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         (f)     Termination other than Senior Executive Termination.  In the
         event of termination of employment of an Optionee (other than in the
         case of a Senior Executive Termination) for any reason other than
         death or permanent disability, Stock purchased upon exercise of an
         Option may be sold only with respect to the number of shares of Stock
         able to sold at the time of such termination pursuant to Sections
         12(b), (c) or (d).  Any shares of Stock purchased upon exercise of an
         Option and not able to be sold at the time of termination shall be
         repurchased by the Company at the purchase price paid per share by
         such Optionee as soon as practicable, unless the Committee shall
         otherwise approve on a case by case basis; provided, that if the
         termination of employment was for Cause, all shares of Stock held by
         such Optionee shall be purchased by the Company at the purchase price
         paid per share by such Optionee as soon as practicable and no sale of
         the Stock to anyone other than the Company shall be permitted.
         Whether or not a termination of employment is for Cause shall be
         determined in the sole discretion of the Committee.

         (g)     Death or Disability.  In the event of the death or permanent
         disability (whether or not someone is permanently disabled shall be
         determined in the sole discretion of the Committee) of an Optionee
         (other than a Senior Executive) following the date of grant of any
         Option and while in the employ of the Company or any of its
         Affiliates, and prior to such time as 100% of the Stock may be sold,
         the Company shall repurchase any shares of Stock purchased by an
         Optionee upon exercise of an Option that are unable to be sold due to
         the provisions of Section 12, at the purchase price paid per share by
         such Optionee as soon as practicable except for such number of shares
         of Stock equal to CxD, where:

                 C = the number of shares of Stock subject to the Option
                 purchased by the Optionee that were not able to be sold by the
                 Optionee prior to his death or permanent disability due to the
                 provisions of Section 12

                 D = the number of months elapsed (but not greater than 60) from
                 January 1, 1993, until Optionee's death or permanent
                 disability divided by 60.

Any shares of Stock that are unable to be sold and may be retained by the
Optionee in accordance with this clause (g) shall continue to be subject to the
limitation on the ability to sell such shares of Stock in accordance with the
provisions of this Plan while held by the persons entitled thereto in clause
(a) of this Section 12.

13.      LEGEND. All certificates representing Stock issued upon exercise of
Options shall be endorsed on the reverse side thereof substantially as follows:





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                 BY THE TERMS OF THE AMENDED AND RESTATED 1994 STOCK OPTION
         PLAN OF THE COMPANY, CERTAIN RESTRICTIONS HAVE BEEN PLACED UPON THE
         TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.  THE COMPANY
         WILL FURNISH A COPY OF SUCH PLAN TO THE RECORD HOLDER OF THIS
         CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
         PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

The Company shall also inform the transfer agent of the Common Stock to place
stop transfer instructions with respect to such shares of Stock in the Common
Stock transfer records for such purpose.  Upon the occurrence of any event
listed in Section 12, an Optionee may request the Company and the transfer
agent for the Common Stock to remove such legend from the certificate
representing the applicable number of shares of Stock.

14.      TAXES

         The Company may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
any Options granted under this Plan.

15.      EFFECTIVE DATE OF PLAN

         This Plan shall be effective as of February 9, 1994 ("Effective
Date").

16.      AMENDMENT OR TERMINATION

         The Board of Directors may amend, alter or discontinue this Plan,
except that no amendment or alteration shall be made which would impair the
rights of any Optionee under any Option theretofore granted, without his
consent, and except that no amendment or alteration shall be made which,
without the approval of the stockholders, would:

         (a)     Increase the total number of shares reserved for the purposes
         of this Plan or decrease the Option price provided for in Section 6,
         except in each case as provided in Section 10, or change the class of
         employees eligible to participate in this Plan as provided in Section
         4;

         (b)     Extend the Option period provided for in Section 7;

         (c)     Materially increase the benefits accruing to Optionees under
         this Plan; or





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         (d)     Materially modify the requirements as to eligibility for
         participation in this Plan.

17.      GOVERNMENT REGULATIONS

         This Plan, and the grant and exercise of Options thereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

18.      STOCKHOLDER APPROVAL.

         All Options granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan at the 1994 Annual Meeting of
Stockholders, or at a special meeting of stockholders called for that purpose
prior to the 1994 Annual Meeting, by the affirmative vote of the holders of a
majority of the outstanding shares of the Company present, or represented by
proxy, and entitled to vote thereat, or by the written consent of the holders
of a majority of the outstanding shares of the Company entitled to vote;
provided that if such approval by the stockholders of the Company is not
forthcoming, all Options previously granted under this Plan shall be void.

19.      NOT A CONTRACT.

         The Plan shall not be deemed to constitute a contract between the
Company and any employee or to be a consideration or an inducement for the
employment of any employee.  No part of any employee's payments under the Plan
shall be used as a basis for calculation of retirement or any other benefits to
which such employee might be entitled under any other benefit plans which are
or may in the future be in place at the Company.  Nothing contained in the Plan
shall be deemed to give any employee the right to be retained in the service of
the Company or to interfere with the right of the Company to discharge any
employee at any time regardless of the effect which such discharge shall have
upon him as a participant of the Plan.

20.      INDEMNIFICATION.

         In the event any claim, suit or proceeding is brought regarding the
Plan established hereunder to which the Committee, or any member thereof, or
any person or agent acting for or at the instruction or request of the
Committee, may be a party, the Committee and such members, persons or agents
shall be entitled to be reimbursed by the Company for any and





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all costs, attorney's fees, and other expenses pertaining thereto incurred by
them for which they shall have become liable.

21.      COMPANY RECORDS.

         No person shall, as a result of the existence of the Plan or such
person's participation therein, be entitled to review or have access to the
Company's books and records.

22.       MISCELLANEOUS.

         The headings of the Sections herein are inserted only for convenience
of reference and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.  Any reference herein to the masculine gender
includes the feminine gender and any singular or plural reference includes the
other where the context requires.

ATTEST:                                     E-Z SERVE CORPORATION


/s/ JOHN T. MILLER                              By: /s/ NEIL H. McLAURIN
----------------------------------              -------------------------------
    John T. Miller                                      Neil H. McLaurin
    Senior Vice President                               President





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