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                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into
this 1st day of July 2003, by and between PER-SE TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and PHILIP J. JORDAN, a resident of the United
Kingdom (the "Executive").

                       Statement of Background Information

         The Company provides business management outsourcing services to the
hospital-affiliated physician practice market, physicians in academic settings
and other large physician practices, including accounts receivable management,
clinical data collection, data input, medical coding, billing, contract
management and cash collections, plus physician practice management software as
an application service provider ("ASP") to physician practices (the "Physician
Services Business").

         The Company also provides connectivity and revenue cycle management
solutions to healthcare providers and payers, including electronic claims
processing, referral submissions, eligibility verification and other electronic
and paper transaction processing, plus managed care solutions to payers in ASP,
turnkey or outsourced formats (the "e-Health Solutions Business").

         The Company also provides enterprise-wide financial, clinical and
administrative software to acute care healthcare organizations, including
clinical information software, patient financial management software, and
patient and staff scheduling systems, (the "Application Software Business") (the
Physician Services Business, the e-Health Solutions Business, the Application
Software Business and any other distinct business segment in which the Company
engages during Executive's employment are collectively referred to herein as the
"Business").

         In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.       Employment.  Subject to Executive obtaining the necessary work
         clearances from the Bureau of Citizenship and Immigration Services and
         the U.S. Department of State, the Company hereby employs Executive and
         Executive hereby accepts such employment upon the terms and conditions
         set forth in this Agreement.

2.       Duties of Executive. Executive's title will be Senior Vice President
         of the Company and President of the Company's e-Health Solutions
         Division. Executive agrees to perform and discharge such other duties
         as may be assigned to Executive from time to time by the Company to the
         reasonable satisfaction of the Company, and such duties will be
         consistent with those duties regularly and customarily assigned by the
         Company to a senior executive of the Company. Executive also agrees to
         comply with all of the Company's policies, standards and regulations as
         promulgated by the officers of the Company, and to follow the
         instructions and directives of the Board of Directors and the President
         and the Chief Executive Officer of the Company. Executive will devote
         Executive's full professional and business-related time, skills and
         best efforts to such duties and will not, during the term of this
         Agreement, be


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         engaged (whether or not during normal business hours) in any other
         business or professional activity, whether or not such activity is
         pursued for gain, profit or other pecuniary advantage, without the
         prior written consent of the Chairman, President and Chief Executive
         Officer of the Company, which consent will not be unreasonably
         withheld. This Section will not be construed to prevent Executive from
         (a) investing personal assets in businesses which do not compete with
         the Company in such form or manner that will not require any services
         on the part of Executive in the operation or the affairs of the
         companies in which such investments are made and in which Executive's
         participation is solely that of an investor; (b) purchasing securities
         in any corporation whose securities are listed on a national securities
         exchange or regularly traded in the over-the-counter market, provided
         that Executive at no time owns, directly or indirectly, in excess of
         one percent (1%) of the outstanding stock of any class of any such
         corporation engaged in a business competitive with that of the Company;
         or (c) participating in conferences, preparing and publishing papers or
         books or teaching, so long as the Chairman, President and Chief
         Executive Officer of the Company approves such participation,
         preparation and publication or teaching prior to Executive's engaging
         therein.

3.       Term. The term of this Agreement will be for a one (1) year period of
         time, commencing as of the date hereof and expiring on the 1st
         anniversary hereof, subject to earlier termination as provided for in
         Section 4 of this Agreement. This Agreement shall be automatically
         renewed for successive one (1) year periods at the end of the initial
         one-year term, unless either party gives written notice to the other of
         its intent to terminate this Agreement not less than sixty (60) days
         prior to commencement of any such one-year renewal period. In the event
         such notice to terminate is properly and timely given, this Agreement
         shall terminate at the end of the initial term or the one-year renewal
         period in which such notice is given.

4.       Termination.

         (a) Termination by Company for Cause. Notwithstanding anything
         contained in Section 3 to the contrary, the Company may terminate this
         Agreement and all of its obligations hereunder immediately if any of
         the following events occur:

                  (i) Executive materially breaches any of the terms or
                  conditions set forth in this Agreement and fails to cure such
                  breach within ten (10) days after Executive's receipt from the
                  Company of written notice of such breach (notwithstanding the
                  foregoing, no cure period shall be applicable to breaches by
                  Executive of Sections 6, 7 or 8 of this Agreement);

                  (ii) Executive commits any other act materially detrimental to
                  the business or reputation of the Company;

                  (iii) Executive commits or is convicted of any crime involving
                  fraud, deceit or moral turpitude; or


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                  (iv) Executive dies or becomes mentally or physically
                  incapacitated or disabled so as to be unable to perform
                  Executive's duties under this Agreement. Without limiting the
                  generality of the foregoing, Executive's inability adequately
                  to perform services under this Agreement for a period of sixty
                  (60) consecutive days will be conclusive evidence of such
                  mental or physical incapacity or disability, unless such
                  inability adequately to perform services under this Agreement
                  is pursuant to a mental or physical incapacity or disability
                  covered by the Family Medical Leave Act, in which case such
                  sixty (60)-day period shall be extended to a one hundred and
                  twenty (120)-day period.

         (b) Termination by Company Without Cause. Notwithstanding anything
         contained in Section 3 to the contrary, the Company may terminate
         Executive's employment pursuant to this Agreement without cause upon at
         least thirty (30) days' prior written notice to Executive. In the event
         Executive's employment with the Company is terminated by the Company
         without cause, Executive shall be entitled to severance consideration
         equal to the greater of (i) salary continuation at Executive's
         then-current monthly salary (this severance consideration does not
         include the right to receive any incentive bonus payments) for THE
         number of months remaining in the initial or any extended term of this
         Agreement, and (ii) twelve (12). In addition, the Company shall pay to
         Executive monthly an amount equal to the difference between the monthly
         cost to Executive of medical, dental and vision coverage at the levels
         at which Executive is participating on the date of termination and the
         monthly cost to Executive of COBRA coverage for the greater of (y) the
         number of months remaining in the initial or any extended term of this
         Agreement, and (z) twelve (12).

         (c) Termination by Executive With Good Reason. Except as set forth in
         Paragraph (d) below, in the event Executive elects to voluntarily
         terminate his employment following the occurrence of events
         constituting "Good Reason" for his voluntary termination of employment,
         Executive shall be entitled to the severance consideration specified in
         Paragraph 4(b) above. For purposes of this Agreement, "Good Reason" is
         defined as (i) a reduction of greater than 10% in Executive's annual
         base salary; (ii) a change in Executive's work location to a work
         location more than 50 miles from Executive's existing work location in
         the United States, except for required travel on the Company's business
         to an extent consistent with Executive's then current business travel
         obligations; (iii) an assignment to any duties inconsistent in any
         material adverse respect with Executive's current position, duties or
         responsibilities, other than an insubstantial and inadvertent act that
         is remedied by the Company promptly after receipt of written notice
         thereof given by Executive; (iv) the failure by the Company to continue
         any material benefit or compensation plan in which Executive is
         participating unless Executive is provided with comparable benefits; or
         (v) the material breach by the Company of any of the terms and
         conditions set forth in this Agreement, after written notice and a ten
         (10) day opportunity to cure has been given to the Company.



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         (d) Change in Control. In the event there is a Change in Control (as
         defined herein) of the Company, and (A) Executive's employment is
         terminated by the Company without cause within one (1) year following
         any such Change in Control; (B) if Executive's employment is terminated
         by the Company at the request of or pursuant to an agreement with a
         third party who has taken steps reasonably calculated to effect a
         Change in Control; (C) if Executive's employment is terminated by the
         Company in connection with or in anticipation of a Change in Control;
         (D) if Executive voluntarily terminates his employment for Good Reason
         (as defined above in Paragraph (c)) within one (1) year following any
         such Change in Control; or (E) if Executive voluntarily terminates his
         employment for Good Reason within one (1) year following any action
         taken by the Company at the request of or pursuant to an agreement with
         a third party who has taken steps reasonably calculated to effect a
         Change in Control or any action taken by the Company in connection with
         or in anticipation of a Change in Control, in each case which action
         constitutes Good Reason, then Executive will be entitled to receive a
         severance payment equal to one (1) year of salary continuation at his
         then current base salary, or the payments due and owing to him under
         the remaining term of the agreement, whichever is greater. For purposes
         of this Agreement, a "Change in Control" of the Company shall be deemed
         to occur upon any of the following:

                  (i) a consolidation or merger of the Company with or into any
                  other corporation, or any other entity or person, other than a
                  wholly-owned subsidiary of the Company, excluding any
                  transaction in which the shares of the Company's common stock
                  outstanding immediately prior to any such consolidation or
                  merger represents immediately thereafter more than 50% of the
                  combined voting power of the resulting entity after the
                  transaction;

                  (ii) any corporate reorganization, including an exchange
                  offer, in which the Company shall not be the continuing or
                  surviving entity resulting from such reorganization, excluding
                  any transaction in which the shares of the Company's common
                  stock outstanding immediately prior to any such reorganization
                  represents immediately thereafter more than 50% of the
                  combined voting power of the resulting entity after the
                  transaction; or

                  (iii) the sale of a substantial portion of the Company's
                  assets, which shall be deemed to occur on the date that any
                  one person, or more than one person acting as a group,
                  acquires (or has acquired during the 12-month period ending on
                  the date of the most recent acquisition by such person or
                  persons) assets from the Company that (a) have a total fair
                  market value equal to more than 50% of the total fair market
                  value of all the assets of the Company immediately prior to
                  such acquisition or acquisitions, or (b) represents a majority
                  of the common stock of any (1) subsidiary of the Company, the
                  revenues of which, in the most recent fiscal year, represent
                  more than 75% of the consolidated gross revenues of the
                  Company and its subsidiaries. Notwithstanding the foregoing, a
                  transfer of assets or common stock in a subsidiary by the
                  Company will not be treated as a sale of a substantial portion
                  of the Company's assets if the assets are transferred to an
                  entity, 50% or more of the total value or voting power of
                  which is owned, directly or indirectly, by the Company.



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5.  Compensation and Benefits.

         (a) Annual Salary. During the term of this Agreement and for all
         services rendered by Executive under this Agreement, the Company will
         pay Executive a base salary of Two Hundred Twenty-Five Thousand Dollars
         ($225,000.00) per annum to be paid in accordance with the Company's
         regular payroll practices. Such base salary will be subject to
         adjustments by any increases given in the normal course of business.

         (b) Incentive Compensation. Executive shall be eligible to participate
         in the current Per-Se Technologies, Inc. and Subsidiary Corporations
         Incentive Compensation Plan (and any comparable future incentive
         compensation plans during the term of this Agreement) at a
         participation category of up to Eighty Percent (80%) of Executive's
         then current annual base salary, payable at the sole discretion of the
         Board of Directors of the Company; provided, however, that Executive's
         incentive compensation for fiscal year 2003 shall be pro-rated based on
         the number of months Executive is employed by the Company during fiscal
         year 2003 and shall not be discretionary.

         (c) Stock Options. Effective as of the date of this Agreement, or as
         soon as reasonably practicable thereafter, and subject to the approval
         of the Compensation Committee of the Company's Board of Directors (the
         "Compensation Committee"), the Company will issue to Executive,
         effective as of the date approved by the Compensation Committee,
         options to purchase Two Hundred Ninety Thousand (290,000) shares of the
         Company's Common Stock pursuant to the Second Amended and Restated
         Per-Se Technologies, Inc. Non-Qualified Stock Option Plan, as amended
         (the "Executive Stock Option Plan"). Such options will vest at the rate
         of twenty percent (20%) per year over a five-year period beginning on
         the date of grant, and will be subject in all respects to the terms and
         conditions of the Executive Stock Option Plan, except that the
         provisions of Section 4(c) thereof, pursuant to which the unexercised
         portion of outstanding options become fully vested and immediately
         exercisable upon the occurrence of certain "Change of Control" events
         (as defined in the Executive Stock Option Plan), will not apply until
         Executive's completion of two (2) years of service with the Company.
         Executive shall be considered for additional grants of stock options in
         a manner that is consistent with other senior officers of the Company;
         however, nothing in this Agreement shall give Executive a contractual
         right to receive such additional grants. Further, the Company has no
         obligation to Executive to create parity with any other Company
         executive or executives with respect to any stock options granted to
         such other executives.

         (d) Other Benefits. Executive will be entitled to such fringe benefits
         as may be provided from time-to-time by the Company to its Executives,
         including, but not limited to, participation in the Company's 401k
         plan, group health insurance, life and disability insurance, vacations
         and any other fringe benefits, in each case as now or hereafter
         provided by the Company to its executives, if and when Executive meets
         the eligibility requirements for any such benefit. The Company reserves
         the right to change or discontinue any employee benefit plans or
         programs now being offered to its employees; provided, however, that
         all benefits provided for executives of the same position and status as
         Executive will be provided to Executive on a comparable basis.



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         (e) Business Expenses. Executive will be reimbursed for all reasonable
         expenses incurred in the discharge of Executive's duties under this
         Agreement pursuant to the Company's standard reimbursement policies.

         (f) Withholding. The Company will deduct and withhold from the payments
         made to Executive under this Agreement, state and federal income taxes,
         FICA and other amounts normally withheld from compensation due
         employees.

         (g) Relocation Assistance. Within 60 (sixty) days of the date on which
         Executive obtains the necessary work clearances from the Bureau of
         Citizenship and Immigration Services and the U.S. Department of State
         referred to in Section 1, the Company shall make a one-time lump sum
         payment to Executive in the amount of $75,000 (Seventy Five Thousand
         Dollars) to assist Executive in relocating himself and his family to
         the State of Georgia (the "Relocation Payment"), plus an additional
         amount (the "Gross-Up Payment") such that the net amount retained by
         Executive after deduction of applicable taxes from such payments shall
         be equal to the full amount of the Relocation Payment. In the event of
         termination of Executive's employment by Executive for any reason
         before the 2nd anniversary of this Agreement, Executive shall refund
         the full amount of the Relocation Payment to the Company within 60
         (sixty) days of such termination.

6.       Non-Disclosure of Proprietary Information. Executive recognizes and
         acknowledges that the Trade Secrets (as defined below) and Confidential
         Information (as defined below) of the Company and its affiliates and
         all physical embodiments thereof (as they may exist from time-to-time,
         collectively, the "Proprietary Information") are valuable, special and
         unique assets of the Company's and its affiliates' businesses.
         Executive further acknowledges that access to such Proprietary
         Information is essential to the performance of Executive's duties under
         this Agreement. Therefore, in order to obtain access to such
         Proprietary Information, Executive agrees that, except in connection
         with performing duties assigned to him by the Company, Executive shall
         hold in confidence all Proprietary Information and will not reproduce,
         use, distribute, disclose, publish or otherwise disseminate any
         Proprietary Information, in whole or in part, and will take no action
         causing, or fail to take any action necessary to prevent causing, any
         Proprietary Information to lose its character as Proprietary
         Information, nor will Executive make use of any such information for
         Executive's own purposes or for the benefit of any person, firm,
         corporation, association or other entity (except the Company and its
         subsidiaries) under any circumstances.

         For purposes of this Agreement, the term "Trade Secrets" means
         information, without regard to form, including, but not limited to, any
         technical or non-technical data, formula, pattern, compilation,
         program, device, method, technique, drawing, process, financial data,
         financial plan, product plan, list of actual or potential customers or
         suppliers, or other information similar to any of the foregoing, which
         is not commonly known by or available to the public and (i) derives
         economic value, actual or potential, from not being generally known to,
         and not being readily ascertainable by proper means by, other persons
         who can derive economic value from its disclosure or use, and (ii) is
         the subject of efforts that are reasonable under the


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         circumstances to maintain its secrecy. For purposes of this Agreement,
         the term "Trade Secrets" does not include information that Executive
         can show by competent proof (i) was known to Executive and reduced to
         writing prior to disclosure by the Company (but only if Executive
         promptly notifies the Company of Executive's prior knowledge); (ii) was
         generally known to the public at the time the Company disclosed the
         information to Executive; (iii) became generally known to the public
         after disclosure by the Company through no act or omission of
         Executive; or (iv) was disclosed to Executive by a third party having a
         bona fide right both to possess the information and to disclose the
         information to Executive. The term "Confidential Information" means any
         information of the Company, other than trade secrets, which is valuable
         to the Company and not generally known to competitors of the Company.
         The provisions of this Section 6 will apply to Trade Secrets for so
         long as such information remains a trade secret and to Confidential
         Information during Executive's employment with the Company and for a
         period of two (2) years following any termination of Executive's
         employment with the Company for whatever reason.

7.       Covenants.

         A. Non-Competition Covenant. During Executive's employment by the
         Company Executive will be a member of the Company's executive
         management team. Executive agrees that during his employment and for a
         period of two (2) years following any termination of Executive's
         employment for whatever reason, Executive will not, directly or
         indirectly, on Executive's own behalf or in the service of or on behalf
         of any other individual or entity, compete with the Company within the
         Geographical Area (as hereinafter defined). The term "compete" means to
         engage in, have any equity or profit interest in, make any loan to or
         for the benefit of, or render services of any marketing, management,
         sales, administrative, supervisory or consulting nature, directly or
         indirectly, on Executive's own behalf or in the service of or on behalf
         of any other individual or entity, either as a proprietor, employee,
         agent, independent contractor, consultant, director, officer, partner
         or stockholder (other than a stockholder of a corporation listed on a
         national securities exchange or whose stock is regularly traded in the
         over-the-counter market, provided that Executive at no time owns,
         directly or indirectly, in excess of one percent (1%) of the
         outstanding stock of any class of any such corporation) any business
         which provides Business products or services. For purposes of this
         Agreement, the term "Geographical Area" means the territory located
         within a seventy-five (75) mile radius of each facility for which
         Executive has management responsibility during Executive's employment
         with the Company.

         B. Non-Solicitation of Clients Covenant. Executive agrees that during
         Executive's employment by the Company and for a period of two (2) years
         following the termination of Executive's employment for whatever
         reason, Executive will not, directly or indirectly, on Executive's own
         behalf or in the service of or on behalf of any other individual or
         entity, divert, solicit or attempt to divert or solicit any individual
         or entity (i) who is a client of the Company at any time during the six
         (6)-month period prior to Executive's termination of employment with
         the Company ("Client"), or was actively sought by the Company as a
         prospective client, and (ii) with whom Executive had material contact
         while employed by the Company, to provide Business services or products
         to such Clients or prospects.


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         C. Construction. The parties hereto agree that any judicial authority
         construing all or any portion of this Section 7 or Section 8 below may,
         if it chooses, sever any portion of the Geographical Area, client base,
         prospective relationship or prospect list or any prohibited business
         activity from the coverage of such Section and to apply the provisions
         of such Section to the remaining portion of the Geographical Area, the
         client base or the prospective relationship or prospect list, or the
         remaining business activities not so severed by such judicial
         authority. In addition, it is the intent of the parties that the
         judicial authority may, if it chooses, replace each such severed
         provision with a provision as similar in terms to such severed
         provision as may be possible and be legal, valid and enforceable. It is
         the intent of the parties that Sections 7 and 8 be enforced to the
         maximum extent permitted by law. In the event that any provision of
         either such Section is determined not to be specifically enforceable,
         the Company shall nevertheless be entitled to bring an action to seek
         to recover monetary damages as a result of the breach of such provision
         by Executive.

8.       Non-Solicitation of Employees Covenant. Executive further agrees and
         represents that during Executive's employment by the Company and for a
         period of two (2) years following any termination of Executive's
         employment for whatever reason, Executive will not, directly or
         indirectly, on Executive's own behalf or in the service of, or on
         behalf of any other individual or entity, divert or solicit, or attempt
         to divert or solicit, to or for any individual or entity which is
         engaged in providing Business services or products, any person employed
         by the Company, whether or not such employee is a full-time employee or
         temporary employee of the Company, whether or not such employee is
         employed pursuant to written agreement and whether or not such employee
         is employed for a determined period or at-will.

9.       Existing Restrictive Covenants. Executive represents and warrants that
         Executive's employment with the Company does not and will not breach
         any agreement which Executive has with any former employer or other
         individual or entity to keep in confidence confidential information or
         not to compete with any such former employer. Executive will not
         disclose to the Company or use on its behalf any confidential
         information of any other party required to be kept confidential by
         Executive.

10.      Return of Proprietary Information. Executive acknowledges that as a
         result of Executive's employment with the Company, Executive may come
         into the possession and control of Proprietary Information, such as
         proprietary documents, drawings, specifications, manuals, notes,
         computer programs, or other proprietary material. Executive
         acknowledges, warrants and agrees that Executive will return to the
         Company all such items and any copies or excerpts thereof, in any form
         or medium, and any other properties, files or documents obtained as a
         result of Executive's employment with the Company, immediately upon the
         termination of Executive's employment with the Company.

11.      Proprietary Rights. During the course of Executive's employment with
         the Company, Executive may make, develop or conceive of useful
         processes, machines, compositions of matter, computer software,
         algorithms, works of authorship expressing such algorithm, or any other
         discovery, idea, concept, document or improvement which relates to or
         is useful to


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         the Company's Business (the "Inventions"), whether or not subject to
         copyright or patent protection, and which may or may not be considered
         Proprietary Information. Executive acknowledges that all such
         Inventions will be "works made for hire" under United States copyright
         law and will remain the sole and exclusive property of the Company.
         Executive also hereby assigns and agrees to assign to the Company, in
         perpetuity, all right, title and interest Executive may have in and to
         such Inventions, including without limitation, all copyrights, and the
         right to apply for any form of patent, utility model, industrial design
         or similar proprietary right recognized by any state, country or
         jurisdiction. Executive further agrees, at the Company's request and
         expense, to do all things and sign all documents or instruments
         necessary, in the opinion of the Company, to eliminate any ambiguity as
         to the ownership of, and rights of the Company to, such Inventions,
         including filing copyright and patent registrations and defending and
         enforcing in litigation or otherwise all such rights.

         Executive will not be obligated to assign to the Company any Invention
         made by Executive while in the Company's employ which does not relate
         to any business or activity in which the Company is or may reasonably
         be expected to become engaged, except that Executive is so obligated if
         the same relates to or is based on Proprietary Information to which
         Executive will have had access during and by virtue of Executive's
         employment or which arises out of work assigned to Executive by the
         Company. Executive will not be obligated to assign any Invention which
         may be wholly conceived by Executive after Executive leaves the employ
         of the Company, except that Executive is so obligated if such Invention
         involves the utilization of Proprietary Information obtained while in
         the employ of the Company. Executive is not obligated to assign any
         Invention which relates to or would be useful in any business or
         activities in which the Company is engaged if such Invention was
         conceived and reduced to practice by Executive prior to Executive's
         employment with the Company.

12.      Remedies. Executive agrees and acknowledges that the violation of any
         of the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and
         11 of this Agreement would cause irreparable injury to the Company,
         that the remedy at law for any such violation or threatened violation
         thereof would be inadequate, and that the Company will be entitled, in
         addition to any other remedy, to temporary and permanent injunctive or
         other equitable relief without the necessity of proving actual damages
         or posting a bond. Executive further agrees and acknowledges that for
         the purpose of such covenants and agreements and any such remedy the
         term "Company" in such Sections encompasses the Company and its
         subsidiaries.

13.      Notices. Any notice or communication under this Agreement will be in
         writing and sent by registered or certified mail addressed to the
         respective parties as follows:


         If to the Company:                          If to Executive:

         2840 Mt. Wilkinson Parkway                  Mr. Philip J. Jordan
         Atlanta, GA  30339-3632                     48 Bradbourne Street
         Attn: Chief Executive Officer               London  SW6 3TE



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         copy to: General Counsel                    England

         or such other address or agent as may be hereafter designated in
         writing by either party hereto. All such notices shall be deemed given
         on the date personally delivered or mailed.

14.      Severability. Subject to the application of Section 7(C) to the
         interpretation of Sections 7 and 8, in case one or more of the
         provisions contained in this Agreement is for any reason held to be
         invalid, illegal or unenforceable in any respect, the parties agree
         that it is their intent that the same will not affect any other
         provision in this Agreement, and this Agreement will be construed as if
         such invalid or illegal or unenforceable provision had never been
         contained herein. It is the intent of the parties that this Agreement
         be enforced to the maximum extent permitted by law.

15.      Entire Agreement. This Agreement embodies the entire agreement of the
         parties relating to the subject matter of this Agreement and supersedes
         all prior agreements, oral or written, regarding the subject matter
         hereof. No amendment or modification of this Agreement will be valid or
         binding upon the parties unless made in writing and signed by the
         parties.

16.      Binding Effect. This Agreement will be binding upon the parties and
         their respective heirs, representatives, successors, transferees and
         permitted assigns.

17.      Assignment. This Agreement is one for personal services and will not be
         assigned by Executive. The Company may assign this Agreement to any of
         its subsidiaries or affiliated companies; provided that the parent or
         any subsidiary or affiliate fulfills the obligations of the Company
         under this Agreement.

18.      Governing Law. This Agreement is entered into and will be interpreted
         and enforced pursuant to the laws of the State of Georgia. The parties
         hereto hereby agree that the appropriate forum and venue for any
         disputes between any of the parties hereto arising out of this
         Agreement shall be any federal court in the state where the Company has
         its principal place of business and each of the parties hereto hereby
         submits to the personal jurisdiction of any such court. The foregoing
         shall not limit the rights of any party to obtain execution of judgment
         in any other jurisdiction. The parties further agree, to the extent
         permitted by law, that a final and non-appealable judgment against
         either of them in any action or proceeding contemplated above shall be
         conclusive and may be enforced in any other jurisdiction within or
         outside the United States by suit on the judgment, a certified
         exemplified copy of which shall be conclusive evidence of the fact and
         amount of such judgment.


19.      Indemnification. Executive shall be entitled to indemnification by the
         Company as provided for in the Company's Restated Certificate of
         Incorporation and Restated By-laws.

20.      Surviving Terms. Sections 6, 7, 8, 9, 10, 11 and 12 of this Agreement
         shall survive any termination of this Agreement.


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21.      Conditions Precedent. This Agreement shall not be effective until duly
         executed by Executive and by the Chairman, President and Chief
         Executive Officer of the Company. This Agreement, with the exception of
         the provisions of Section 6 ("Non-Disclosure of Proprietary
         Information"), shall be null and void in the event Executive has not
         obtained within 60 (sixty) days from the date of this Agreement the
         necessary work clearances from the Bureau of Citizenship and
         Immigration Services and the U.S. Department of State referred to in
         Section 1.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

         COMPANY:                                         EXECUTIVE:



         By: /s/ PHILIP M. PEAD                           /s/ PHILIP J. JORDAN
             -------------------------------              --------------------
               Philip M. Pead                               Philip J. Jordan
               Chairman, President
               and Chief Executive Officer



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<PAGE>


                                                                       EXHIBIT A

                                   INVENTIONS





         Executive represents that there are no Inventions.



                                                  /s/ PJJ
                                                  --------------------------
                                                  Executive's Initials



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