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                                                                   EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into
this 28th day of July, 1997, by and between MEDAPHIS CORPORATION, a Delaware
corporation (the "Company"), and RANDOLPH L. M. HUTTO, a resident of the State
of Georgia (the "Employee").

                       Statement of Background Information

         The Company renders to hospitals, physicians, and/or other healthcare
organizations and providers: (a) billing services, accounts receivable
management services, collection services, electronic claims services, financial
management services, and practice and facilities management services; (b)
eligibility verification and certification for Medicaid, Medicare and other
healthcare assistance programs; (c) filing and other medical claims
securitization services; (d) medical coverage information services; and (e)
medical and insurance claims monitoring and tracking services (collectively the
"Processing Business").

         The Company also: (a) develops, markets and licenses to hospitals,
integrated healthcare delivery systems, and other healthcare providers and other
end users (collectively "Providers"), (i) strategic, operational and financial
information systems and services and decision support tools for healthcare
providers, (ii) software systems which provide claims and reimbursement services
and electronic claims processing, and (iii) software applications which assist
Providers with automated scheduling and resource management (the items discussed
in Sections (a)(i), (a)(ii) and (a)(iii) of this paragraph are referred to as
"Systems"), which Systems include, but are not limited to, nurse scheduling and
management information systems, operating room patient scheduling and surgery
information systems, enterprise wide patient scheduling and resource management
systems, enterprise-wide employee scheduling and management information systems
and related software interfaces to other information systems; and (b) provides
to Providers installation and support services related to the Company's Systems
(the "Systems Business").

         The Company also renders professional services with respect to the
development of computer software, algorithms, design, documentation, and related
materials, and the development, design, deployment, and operation of local and
wide area computer networks, all in conjunction with the sale, design,
deployment, operation and maintenance of custom computer processing systems for
improvement of operational efficiency or functionality through the use of image
storage and processing, work flow technology, optical character recognition or
other related technologies (the "System Integration Business") (the Processing
Business, the Systems Business, the Systems Integration 


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Business and any other distinct business segment in which the Company engages
during Employee'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.  The Company hereby employs Employee and Employee hereby 
         accepts such employment upon the terms and conditions set forth in this
         Agreement.

2.       Duties of Employee.  Employee's title will be Executive Vice President,
         General Counsel and Secretary of Medaphis Corporation and Employee will
         report directly to the Chief Executive Officer of the Company. Employee
         agrees to perform and discharge such other duties as may be assigned to
         Employee 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 the
         position of Executive Vice President, General Counsel and Secretary of
         Medaphis Corporation. Employee 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 Employee's superiors within the Company. Employee will devote
         Employee's full professional and business-related time, skills and best
         efforts to such duties and will not, during the term of this Agreement,
         be 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 Chief Executive Officer of the Company,
         which consent will not be unreasonably withheld. This Section will not
         be construed to prevent Employee 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 Employee in the
         operation or the affairs of the companies in which such investments are
         made and in which Employee'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 Employee 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 Chief Executive Officer of the Company approves such
         participation, preparation and publication or teaching prior to
         Employee's engaging therein. 


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 3.      Term. The term of this Agreement will be for a three (3) year period of
         time, commencing as of July 28, 1997 and expiring on July 28, 2000,
         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 three-year term, unless
         either party gives 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 given, this Agreement shall terminate at the end of the
         initial term or the one-year renewal period during which the 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) Employee materially breaches any of the terms or
                  conditions set forth in this Agreement and fails to cure such
                  breach within ten (10) days after Employee's receipt from the
                  Company of written notice of such breach (notwithstanding the
                  foregoing, no cure period shall be applicable to breaches by
                  Employee of Sections 6, 7 or 8 of this Agreement);

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

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

                  (iv) Employee dies or becomes mentally or physically
                  incapacitated or disabled so as to be unable to perform
                  Employee's duties under this Agreement. Without limiting the
                  generality of the foregoing, Employee'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.


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         (b) Termination by Company Without Cause. Notwithstanding anything
         contained in Section 3 to the contrary, the Company may terminate
         Employee's employment pursuant to this Agreement without cause upon at
         least thirty (30) days' prior written notice to Employee. In the event
         Employee's employment with the Company is terminated by the Company
         without cause, Employee shall be entitled to elect a severance
         consideration equal to (i) two (2) years of salary and benefit
         continuation (this severance consideration does not include the right
         to receive any incentive bonus payments) at Employee's then current
         salary and benefit levels, or (ii) Employee's then-current monthly
         salary (this severance consideration does not include the right to
         receive any incentive bonus payments) multiplied by the number of
         months remaining in the initial term of this Agreement.

         (c) Termination by Employee With Good Reason. Except as set forth in
         Paragraph (d) below, in the event Employee elects to voluntarily
         terminate his employment following the occurrence of events
         constituting "Good Reason" for his voluntary termination of employment,
         Employee will be entitled to elect a severance consideration equal to
         (i) two (2) years of salary and benefit continuation (this severance
         consideration does not include the right to receive any incentive bonus
         payments) at Employee's then current salary and benefit levels, or (ii)
         Employee's then-current monthly salary (this severance consideration
         does not include the right to receive any incentive bonus payments)
         multiplied by the number of months remaining in the initial term of
         this Agreement. For purposes of this Agreement, "Good Reason" is
         defined as (w) a material reduction (greater than 10%) in Employee's
         annual base salary; (x) a change in Employee's work location to a work
         location more than 50 miles from Employee's existing work location,
         except for required travel on the Company's business to an extent
         consistent with Employee's then present business travel obligations;
         (y) an assignment to any duties inconsistent in any material adverse
         respect with Employee's current position, duties or responsibilities,
         other than an insubstantial and inadvertent act that is remedied by the
         Company promptly after receipt of notice thereof given by Employee; or
         (z) the failure by the Company to continue any material benefit or
         compensation plan in which Employee is participating unless Employee is
         provided with comparable benefits.

         (d) Change in Control. In the event there is a Change in Control (as
         defined herein) of Medaphis Corporation, Employee will be entitled to
         receive a severance payment equal to two (2) years of salary and
         benefits (including any bonus payment to which Employee would be
         entitled which will be calculated by doubling the incentive bonus
         payment received by Employee during the year immediately prior to the
         Change in Control), if (A) Employee's employment is 


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         terminated by the Company without cause within one (1) year following
         any such Change in Control; (B) if Employee'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 Employee's employment is terminated by the
         Company in connection with or in anticipation of a Change in Control;
         (D) if Employee 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 Employee 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. For purposes of this Agreement, a "Change in
         Control" of Medaphis Corporation shall be deemed to occur upon any of
         the following:

                  (i) a consolidation or merger of Medaphis Corporation with or
                  into any other corporation, or any other entity or person,
                  other than a wholly-owned subsidiary of Medaphis Corporation,
                  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 Medaphis Corporation 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 failure for any reason of individuals who constitute
                  the Incumbent Board to continue to constitute at least a
                  majority of the Board. For purposes of this Section 4 (d), the
                  term "Board" shall mean the Board of Directors of the Company
                  and the term "Incumbent Board" shall mean the members of the
                  Board as of the date hereof and any person becoming a member
                  of the Board hereafter whose election or nomination is by a
                  vote of at least a majority of the directors then comprising
                  the Incumbent Board (other than an election or nomination of
                  an individual whose initial 


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                  assumption of office is in connection with an actual or
                  threatened election contest relating to the election of the
                  directors of the Company, as such terms are used in Rule
                  14a-11 of Regulation 14A promulgated under the Securities
                  Exchange Act of 1934, as amended).

5.  Compensation and Benefits.

         a) Annual Salary. During the term of this Agreement and for all
         services rendered by Employee under this Agreement, the Company will
         pay Employee a base salary of Two Hundred Fifty Thousand Dollars
         ($250,000.00) per annum to be paid in accordance with the Company's
         regular payroll practices, provided, however, that such payments shall
         be made no less frequently than in equal monthly installments. Such
         annual salary will be subject to adjustments by any increases given in
         the normal course of business.

         b) Incentive Compensation. Employee shall be eligible to participate in
         the 1997 Medaphis Corporation and its 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 80% of Employee's base salary, payable at the discretion of the
         Board of Directors of the Company. Employee's incentive compensation
         for fiscal year 1997 is guaranteed and such incentive compensation
         shall be pro-rated based on the number of months Employee is employed
         by the Company during fiscal year 1997.

         c) Stock Options. As soon as reasonably practicable after the signing
         of this Agreement, and subject to the approval of the Compensation
         Committee of the Board of Directors of Medaphis Corporation, the
         Company will cause Medaphis to issue to Employee, effective as of the
         date approved by the Compensation Committee of the Board of Directors
         of Medaphis Corporation, options to purchase Two Hundred and Fifty
         Thousand (250,000) shares of Medaphis Common Stock pursuant to the
         terms and conditions of the Amended and Restated Medaphis Corporation
         Non-Qualified Stock Option Plan ("Stock Option Plan"), as amended. Such
         options will vest at the rate of thirty-three and one-third percent
         (33.33%) per year for a three-year period beginning on the starting
         date of this Agreement, subject to the terms and conditions of the
         Stock Option Plan. Such options shall vest in full immediately upon the
         occurrence of certain change in control events outlined in the Stock
         Option Plan. Employee shall be considered for additional grants of
         options to purchase shares of Medaphis common stock in a manner which
         is consistent with other senior officers of the Company. Except as
         expressly set 


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         forth herein, nothing in this Agreement shall give rise to a
         contractual right to Employee to receive grants of additional stock
         options of Medaphis. Further, Medaphis has no obligation to Employee to
         create parity with any other Medaphis executives with respect to any
         options granted to such other executives.

         d) Other Benefits. Employee will be entitled to such fringe benefits as
         may be provided from time-to-time by the Company to its employees,
         including, but not limited to, financial counseling services, group
         health insurance, life and disability insurance, vacations and any
         other fringe benefits now or hereafter provided by the Company to its
         employees, if and when Employee 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
         employees of the same position and status as Employee will be provided
         to Employee on an equal basis.

         e) Business Expenses. Employee will be reimbursed for all reasonable
         expenses incurred in the discharge of Employee'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 Employee under this Agreement, state and federal income taxes,
         FICA and other amounts normally withheld from compensation due
         employees.

         g) Signing Bonus. Upon execution of this Agreement, the Company will
         provide Employee with a loan in the amount of One Hundred Thousand
         Dollars ($100,000). This loan, which will be evidenced by a separate
         loan agreement, will be forgiven in whole by the Company in the event
         Employee remains employed by the Company through and until July 28,
         1998. In the event Employee terminates his employment prior to July 28,
         1998, other than in the case of a Change in Control or for Good Reason
         as defined herein, Employee agrees that he will repay a pro- rata
         portion of the loan to the Company based on a rate of Eight Thousand
         Three Hundred and Thirty Three Dollars ($8,333.00) for each month
         remaining in the initial twelve month period of this Agreement.
         Employee further agrees that he will be responsible for the payment of
         any and all federal and state taxes that may accrue as a result of the
         payment of the signing bonus.

6.       Non-Disclosure of Proprietary Information.  Employee 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 


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         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. Employee further
         acknowledges that access to such Proprietary Information is essential
         to the performance of Employee's duties under this Agreement.
         Therefore, in order to obtain access to such Proprietary Information,
         Employee agrees that, except in connection with performing duties
         assigned to him by the Company, Employee 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 Employee make
         use of any such information for Employee's own purposes or for the
         benefit of any person, firm, corporation, association or other entity
         (except the Company) 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 nontechnical 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 circumstances to
         maintain its secrecy. For purposes of this Agreement, the term "Trade
         Secrets" does not include information that Employee can show by
         competent proof (i) was known to Employee and reduced to writing prior
         to disclosure by the Company (but only if Employee promptly notifies
         the Company of Employee's prior knowledge); (ii) was generally known to
         the public at the time the Company disclosed the information to
         Employee; (iii) became generally known to the public after disclosure
         by the Company through no act or omission of Employee; or (iv) was
         disclosed to Employee by a third party having a bona fide right both to
         possess the information and to disclose the information to Employee.
         The term "Confidential Information" means any data or 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 Employee's employment with the Company and for a period of two
         (2) years following any termination of Employee's employment with the
         Company for whatever reason.


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7.A.     Non-Competition Covenant.  During Employee's employment by the Company 
         Employee will be a member of the Company's executive management team.
         Employee agrees that during his employment and for a period of two (2)
         years following any termination of Employee's employment for whatever
         reason, Employee will not, directly or indirectly, on Employee'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 Employee'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 Employee 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, provided that nothing in
         this Agreement will preclude Employee from rendering legal services in
         the role of outside counsel on behalf of any entity, including those
         entities that compete with the Company, following the termination of
         his employment with the Company. For purposes of this Agreement, the
         term "Geographical Area" means the territory located within a
         seventy-five (75) mile radius of any Company facility for which
         Employee exercised managerial control or provided legal services on
         behalf of the Company.

  B.     Non-Solicitation of Clients Covenant.  Employee agrees that during  
         Employee's employment by the Company and for a period of two (2) years
         following the termination of Employee's employment for whatever reason,
         Employee will not, directly or indirectly, on Employee'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 Employee's termination of employment with the
         Company ("Client"), or was actively sought by the Company as a
         prospective client, and (ii) with whom Employee had material contact
         while employed by the Company, to provide Business services or products
         to such Clients or prospects.

 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 


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         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 Employee.

8.       Non-Solicitation of Employees Covenant.  Employee further agrees and 
         represents that during Employee's employment by the Company and for a
         period of two (2) years following any termination of Employee's
         employment for whatever reason, Employee will not, directly or
         indirectly, on Employee'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. Employee represents and warrants that
         Employee's employment with the Company does not and will not breach any
         agreement which Employee has with any former employer to keep in
         confidence confidential information or not to compete with any such
         former employer. Employee will not disclose to the Company or use on
         its behalf any confidential information of any other party required to
         be kept confidential by Employee.

10.      Return of Proprietary Information. Employee acknowledges that as a
         result of Employee's employment with the Company, Employee may come
         into the possession and control of Proprietary Information, such as
         proprietary documents, drawings, specifications, manuals, notes,
         computer programs, or other proprietary material. Employee
         acknowledges, warrants and agrees that Employee 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 


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         Employee's employment with the Company, immediately upon the
         termination of Employee's employment with the Company.

11.      Proprietary Rights. During the course of Employee's employment with the
         Company, Employee 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 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. Employee 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. Employee
         also hereby assigns and agrees to assign to the Company, in perpetuity,
         all right, title and interest Employee 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. Employee 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.

         Employee will not be obligated to assign to the Company any Invention
         made by Employee 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 Employee is so obligated if the
         same relates to or is based on Proprietary Information to which
         Employee will have had access during and by virtue of Employee's
         employment or which arises out of work assigned to Employee by the
         Company. Employee will not be obligated to assign any Invention which
         may be wholly conceived by Employee after Employee leaves the employ of
         the Company, except that Employee is so obligated if such Invention
         involves the utilization of Proprietary Information obtained while in
         the employ of the Company. Employee 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 Employee prior to Employee's
         employment with the Company.

12.      Remedies. Employee 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 


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         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.

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 Employee:

         2700 Cumberland Parkway              Randolph L. M. Hutto
         Suite 300                            3609 Kingsboro Road, N.E.
         Atlanta, GA 30339                    Atlanta, Ga. 30319
         Attn: Chief Executive Officer

         or to 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.


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17.      Assignment. This Agreement is one for personal services and will not be
         assigned by Employee. The Company may assign this Agreement to its
         parent company or 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 unappealable 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. Employee shall be entitled to the indemnification and
         exculpation offered through and set forth in the Company's Charter and
         By-laws.

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

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

COMPANY:                                             EMPLOYEE:

By: /s/ David E. McDowell                            /s/ Randolph L. M. Hutto
    -------------------------                        ------------------------
    Title: Chairman and CEO                          Randolph L. M. Hutto



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<PAGE>   14



                                    EXHIBIT A

                                   INVENTIONS

         Employee represents that there are no Inventions.

                                                                   /s/ RLMH
                                                               -----------------
                                                               Employee Initials


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