RAIKE FINANCIAL GROUP, INC.

                     1998 STOCK OPTION PLAN

     (As adopted by the Board of Directors and Shareholders as of
the ___th day of  ______ 1998).

1.   Purposes.

     The  Raike Financial Group, Inc., a Georgia Corporation (the
"Company"), hereby adopts the 1998 Stock  Option Plan (the "Plan").
The Plan is intended to attract and  retain  the  best   available
personnel  for  positions  of   substantial responsibility  with the
Company and its  subsidiaries,  if any,  and to provide additional
incentive to such persons to exert their maximum  efforts toward the
success of the Company. The Plan is also intended to provide and
encourage stock ownership by officers,  directors,  employees and
consultants of the Company and to afford such persons the right to
increase their  proprietary  interest in the Company.  The above aims
will be  effectuated  through  the  granting of certain options
("Options") to purchase shares of the Company's Common Stock, par
value $.01 per share (the  "Common  Stock").  Under the Plan,  the
Company may grant "incentive  stock  options"  ("ISOs")  within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or Options which are not intended to be ISOs
("Non-Qualified Options").

2.   Administration of the Plan.

     The Plan shall be administered by a committee (the "Committee")
consisting of at least two (2) persons,  appointed by the Board of
Directors of the Company (the "Board of Directors").  Within the
limits of the express  provisions of the Plan, the Committee  shall
have the authority,  in its  discretion,  to take the following
actions under the Plan:

     (a) to determine the  individuals  to whom, and the time or
times at which, Options shall be granted,  the number of shares of
Common Stock to be subject to each of the Options  and whether  such
Options  shall be ISOs or  Non-Qualified Options;

     (b) to interpret the Plan;

     (c) to prescribe,  amend and rescind rules and regulations
relating to the
Plans;

     (d) to determine the terms and  provisions of the  respective
stock option agreements granting  Options,  including  the date or
dates upon which  Options shall become exercisable, which terms need
not be identical;

     (e) to accelerate the vesting of any outstanding Options; and

     (f) to make all other  determinations  and take all other
actions necessary
or advisable for the administration of the Plan.


<PAGE>    Exhibit 4.2 - Pg. 1


    In making such  determinations,  the  Committee  may take into
account the nature of the services rendered by such  individuals,
and such other factors as the Committee, in its discretion,  shall
deem relevant. An individual to whom an Option has been granted
under the Plan is referred to herein as an  "Optionee."  The
Committee's  determinations  on the matters  referred to in this
Section 2 shall be conclusive.

3.   Shares Subject to the Plan.

     (a) The total  number of shares of Common  Stock for which
Options  may be granted under the Plan shall be 200,000.

     (b) The Company  shall at all times while the Plan is in force
reserve such number  of  shares  of  Common  Stock  as  will be
sufficient  to  satisfy  the requirements  of  outstanding  Options.
The shares of Common Stock to be issued upon exercise of Options
shall be authorized  and unissued or reacquired  shares of Common
Stock.

     (c) The shares of Common Stock relating to the  unexercised
portion of any expired,  terminated  or canceled Option shall
thereafter be available for the grant of new Options under the Plan.

4.   Eligibility.

     (a) Options may be granted under the Plan only to directors,
employees and consultants of the Company or any "subsidiary
corporation" of the Company within the meaning of Section 424(f) of
the Code (a "Subsidiary").  The term "Company," when used in the
context of an Optionee's employment, shall be deemed to include the
Company and its Subsidiaries.

     (b) Nothing  contained in the Plan shall be construed to limit
the right of the  Company to grant  stock  options otherwise  than
under the Plan for proper corporate purposes.

5.   Terms of Options.

     The terms of each Option granted under the Plan shall be
determined by the Committee consistent with the provisions of the
Plan, including the following:

     (a) The purchase price of the shares of Common Stock subject to
each Option shall be fixed by the Committee,  in its discretion,  at
the time such Option if granted;  provided,  however, that in no
event shall such purchase price be less than the Fair Market Value
(as defined in paragraph (g) of this Section 5) of the shares of
Common Stock as of the date such Option is granted.

     (b)  The  dates  on  which  each  Option  (or  portion  thereof)
shall  be exercisable shall be fixed by the Committee, in its
discretion, at the time such Option is granted.

     (c) The expiration of each Option shall be fixed by the
Committee,  in its discretion, at the time such  Option is  granted;
provided,  however, that no Option shall be exercisable after the
expiration of ten (10) years from the date of its  grant  and each
Option  shall be  subject  to  earlier  termination  as determined


<PAGE>    Exhibit 4.2 - Pg. 2


by the  Committee,  in its  discretion, at the time such  Option is
granted.

     (d)  Options  shall be  exercised  by the  delivery  to the
Company at its principal office or at such other address as may be
established by the Committee (Attention:  Corporate  Secretary) of
written  notice of the number of shares of Common Stock with respect
to which the Option is being exercised  accompanied by payment  in
full  of the  purchase  price  of  such  shares.  Unless otherwise
determined by the Committee at the time of grant, payment for such
shares may be made (i) in cash, (ii) by certified check or bank
cashier's check payable to the order of the Company of shares of
Common  Stock having a Fair Market Value equal to such  purchase
price,  (iii) by  delivery to the Company of shares of Common Stock
having a Fair Market  Value  equal to such  purchase  price,  (iv) at
the discretion of the Committee,  by simultaneously  exercising
Options and selling the shares of Common Stock acquired thereby,
pursuant to a brokerage or similar arrangement approved by the
Committee, and using the proceeds as payment of such purchase price,
or (v) by any combination of the methods of payment described in (i)
through (iv) above.

     (e) An Optionee  shall not have any of the rights of a holder of
the Common Stock with respect to the shares of Common Stock subject
to an Option until such shares are issued to such Optionee upon the
exercise of such Option.

     (f) An  option  shall  not be  transferable,  except by will or
the laws of descent  and  distribution,  and  during the  lifetime
of an  Optionee,  may be exercised  only by the  Optionee.  No Option
granted  under  the Plan  shall be subject to execution, attachment
or other process.

     (g) For the purposes of the Plan, the Fair Market Value of the
Common Stock as of any date shall be as determined  by the  Committee
and such  determination shall be binding upon the Company and upon
the Optionee.  The Committee may make such  determination (i) if the
Common Stock is not then listed and traded upon a recognized
securities exchange,  upon the basis of the mean between the bid and
asked  quotations  on the  relevant  date (as  reported  by a
recognized  stock quotation  service)  or, if there are no such bid
and  asked  quotations  on the relevant  date,  then  upon  the  basis
of the mean  between  the bid and  asked quotations  on the date
nearest  the  relevant  date or (ii) in case the Common Stock is
quoted on the National Association of Securities Dealers Automated
Quotation System National Market System  ("NASDAQNMS") or listed on
one or more national securities exchanges,  the Fair Market Value of
the Common Stock as of any date shall be deemed to be the mean
between  the  highest  and lowest sale prices of the Common Stock
reported on the NASDAQ-NMS or the principal  national securities
exchange  on which  the  Common Stock is listed  and  traded on the
immediately  preceding  date, or, if there is no such sale on that
date, then on the last preceding date, on which such a sale was
reported.

6.   Special Provisions Applicable to ISOs.

     The following special  provisions shall be applicable to ISOs
granted under the Plan.


<PAGE>    Exhibit 4.2 - Pg. 3

     (a) No ISOs shall be  granted  under the Plan after ten (10)
years from the earlier  of (i) the  date  the  Plan is  adopted,  or
(ii)  the date the Plan is approved by the Company's shareholders as
provided in Section 10 hereof.

     (b) If an ISO is granted to a person  who owns stock  possessing
more than 10% of the total  combined  voting power of all classes of
stock of the Company, the  purchase  price of the shares  subject to
the Option shall not be less than 110% of the Fair  Market  Value of
such  shares  as of the date  such  Option is granted.

     (c) If the aggregate  Fair Market Value of the Common Stock with
respect to which ISOs are  exercisable for the first time by any
Optionee during a calendar year exceeds $100,000, such ISOs shall be
treated, to the extent of such excess, as  Non-Qualified  Options.
For purposes of the  preceding  sentence,  the Fair Market  Value  of
the  Common  Stock  shall be  determined  at the time the ISOs
covering such shares were granted.

7.   Adjustment upon Changes in Capitalization.

     (a) In the event that the  outstanding  shares of Common Shares
are changed by reason of  reorganization,  reclassification,  stock
split,  combination  or exchange of shares and the like, or dividends
payable in shares of Common Stock, an appropriate adjustment shall be
made by the Committee in the aggregate number of shares of Common
Stock  available  under the Plan and in the number of shares of
Common  Stock and price per  share of Common  Stock  subject  to
outstanding Options. If the Company shall be sold, reorganized,
consolidated, taken private, or merged with another corporation, or
if all or substantially all of the assets of the Company  shall be
sold or exchanged (a  "Corporate Event"),  an Optionee shall at the
time of  issuance  of the  stock under  such  Corporate  Event be
entitled to receive  upon the exercise of his Option the same number
and kind of shares of stock or the same amount of property,  cash or
securities as he would have been entitled to receive upon the
occurrence of any such Corporate Event as if he had been, immediately
prior to such  event,  the holder of the number of Common Stock
covered by his Option;  provided, however, that the Committee may, in
its discretion, (i) accelerate the exercisability of outstanding
Options, and shorten the term thereof,  to any date prior to the
occurrence of such Corporate Event, or (ii) provide for the
cancellation of outstanding  Options in exchange for cash equal to
the aggregate  in-the-money  value of such Options at the time of
such Corporate Event, as determined in its discretion.

     (b) Any  adjustment  under this Section 7 in the number of
shares of Common Stock subject to Options  shall apply
proportionately  to only the  unexercised portion of any Option
granted  hereunder.  If fractions of a share would result from any
such  adjustment,  the  adjustment  shall be  revised to the next
lower whole number of shares.

8.   Termination, Modification and Amendment.

     (a) The Plan (but not Options  previously  granted  under the
Plan)  shall terminate  ten  (10)  years  from  the  date of its
adoption  by the  Board  of Directors, and no Option shall be granted
after termination of the Plan.


<PAGE>    Exhibit 4.2 - Pg. 4


     (b) The  Plan may at any  time be  terminated  or,  from  time
to time,  be modified or amended by the Board of Directors; provided,
however, that the Board of Directors shall not,  without approval by
the affirmative vote of the holders of a  majority  of the shares of
the  capital  stock of the  Company  present in person or by proxy
and  entitled  to vote at a meeting  duly held in  accordance with
Delaware  law, (i) increase  (except as provided by Section 7) the
maximum number of shares of Common  Stock as to which  Options may be
granted  under the Plan,  (ii) reduce the minimum  purchase  price at
which  Options may be granted under the Plan, or (iii) change the
class of persons eligible to receive Options under the Plan.

     (c) No termination,  modification or amendment of the Plan
adversely affect the  rights  conferred  by any  Options  without
the  consent  of the  affected Optionee.

9.   Effectiveness of the Plan.

     The Plan shall become  effective upon adoption by the Board of
Directors of the Company, subject to the approval by the shareholders
of the Company.  Options may be granted under the Plan prior to
receipt of such approval,  provided that, in the event such  approval
is not  obtained,  the Plan and all Options  granted under the Plan
shall be null and void and of no force and effect.

10.  Not a Contract of Employment.

     Nothing  contained in this Plan or in any stock option
agreement  executed pursuant  hereto shall be deemed to confer upon
any Optionee any right to remain in the employ of the Company or any
Subsidiary.

11.  Governing Law.

     The Plan shall be  governed  by the laws of the State of
Georgia  without reference to principles of conflict of laws thereof.

12.  Withholding.

     As a condition to the  exercise of any Option,  the  Committee
may require that an  Optionee  satisfy,  through  withholding  from
other  compensation  or otherwise,  the full amount of federal, state
and local income taxes required to be withheld in connection with
such exercise.


<PAGE>    Exhibit 4.2 - Pg. 5