EXHIBIT 10.1




                               MOVIE GALLERY, INC.
                           1994 STOCK PLAN, AS AMENDED

          1. Purpose.  The purpose of the Movie Gallery,  Inc.'s 1994 Stock Plan
(the "Plan"), is to provide an incentive to officers, directors and employees of
Movie Gallery,  Inc. and its subsidiaries  (collectively,  the "Company") and to
other  persons  providing  significant  services to the Company to remain in the
employ of the Company or provide  services to the Company and  contribute to its
success.

         As used in the Plan,  the term "Code" shall mean the  Internal  Revenue
Code of 1986, as amended,  and any successor statute,  and the term "Subsidiary"
shall have the meaning set forth in Section 424(f) of the Code.

          2. Administration. The Plan shall be administered by either (i) a Plan
Committee  established  by the Board of Directors  of the Company (the  "Board")
comprised  of two or more  "Non-Employee  Directors"  of the Board as defined in
Rule 16b-3 (or any successor  rule)  promulgated  by the Securities and Exchange
Commission  pursuant to the Securities  Exchange Act of 1934, as amended or (ii)
during  such times as no Plan  Committee  is  appointed  by the Board,  the full
Board.  The Board may appoint and remove  members of the Plan  Committee  in its
discretion  subject only to the requirements  set forth herein.  As used herein,
the term "Administrator"  shall mean the Plan Committee or, if no Plan Committee
is then appointed, the full Board. The Administrator shall determine the meaning
and  application  of the  provisions  of the  Plan  and  all  option  and  stock
appreciation right agreements executed pursuant thereto, and its decisions shall
be conclusive and binding upon all interested persons. Subject to the provisions
of the Plan, the Administrator shall have the sole authority to determine:

          The persons to whom awards shall be made;

          The amount of the awards;

          The price to be paid for the Stock  (defined  below) upon the exercise
of each option;
                 
          The period within which each option or stock  appreciation right shall
be exercised and, with the consent of the holder,  any extensions of such period
(provided, however, that the original period and all extensions shall not exceed
the maximum period permissible under the Plan); and

          The other terms and conditions of the awards.

          3. Eligibility.  Officers,  directors and employees of the Company and
persons  providing  significant  services  to the  Company  shall be eligible to
receive awards under the Plan.

          4. Stock Subject to Plan.  There shall be reserved for issuance  under
the Plan 1,750,000 shares of Common Stock of the Company ("Stock") or the number
of shares of Stock,  which,  in  accordance  with the  provisions  of Section 13
hereof, shall be substituted therefor. Such shares may be treasury shares. If an
option  or stock  appreciation  right  granted  under the Plan  shall  expire or
terminate for any reason without  having been exercised in full,  shares subject
to the unexercised  portion thereof shall again be available for the purposes of
the Plan.

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          5. Types of Awards. The Administrator may, from time to time, take the
following  action,  separately  or in  combination,  under the  Plan:  (i) grant
incentive  stock options,  as defined in Section 422 of the Code, as provided in
Section 6(a) hereof;  (ii) grant options other than  incentive  stock options as
provided  in Section  6(b)  hereof;  (iii)  award  stock  bonuses as provided in
Section 7 hereof;  (iv) sell  shares  subject to  restrictions  as  provided  in
Section  8(b)  hereof;  and (v) grant stock  appreciation  rights as provided in
Section 9 hereof. At the discretion of the  Administrator,  an individual may be
given an  election  to  surrender  an award in  exchange  for the grant of a new
award.

       6. Options.

            (a) Incentive  Stock  Options.  It is intended that options  granted
pursuant to this Section 6(a) qualify as incentive  stock  options as defined in
Section  422 of the Code.  Incentive  stock  options  shall be  granted  only to
employees of the Company.  Each stock option  agreement  evidencing an incentive
stock option shall provide that the option is subject to the following terms and
conditions and to such other terms and conditions not inconsistent  therewith as
the Administrator may deem appropriate in each case:

                    (1)  Option  Price.  The price to be paid for each  share of
Stock upon the exercise of each  incentive  stock option shall be  determined by
the  Administrator  at the time the option is granted,  but shall in no event be
less than 100% of the fair market  value of the shares on the date the option is
granted,  or not less than 110% of the fair  market  value of such shares on the
date such option is granted in the case of an individual then owning (within the
meaning  of  Section  424(d)  of the Code)  more than 10% of the total  combined
voting  power of all  classes  of  stock  of the  Company  or of its  Parent  or
Subsidiaries.  As used in this Plan the term "date the option is granted"  means
the date on which the Administrator  authorizes the grant of an option hereunder
or any later date  specified  by the  Administrator.  Fair  market  value of the
shares  shall be (i) the mean of the high and low prices of shares of Stock sold
on the New York, American Stock Exchange or the NASDAQ National Market System on
the date the  option  is  granted  (or if there  was no sale on such  date,  the
highest  asked  price for the Stock on such  date),  or (ii) if the Stock is not
listed on either of those exchanges on the date the option is granted,  the mean
between   the  "bid"  and   "asked"   prices  of  the  Stock  in  the   National
Over-The-Counter Market on the date the option is granted, or (iii) if the Stock
is not traded in any market,  the price  determined by the  Administrator  to be
fair  market  value,  based  upon  such  evidence  as it may deem  necessary  or
desirable.

                    (2)  Period of Option  and  Exercise.  The period or periods
within which an option may be exercised shall be determined by the Administrator
at the time the option is  granted,  but in no event  shall any  option  granted
hereunder be exercised  more than ten years from the date the option was granted
nor more than five years from the date the option was  granted in the case of an
individual  then owning  (within the meaning of Section 424(d) of the Code) more
than 10% of the  total  combined  voting  power of all  classes  of stock of the
Company.

                    (3) Payment for Stock.  The option  exercise  price for each
share of Stock  purchased  under an option  shall be paid in full at the time of
purchase. The Administrator may provide that the option price be payable, at the
election of the holder of the option and with the consent of the  Administrator,
in whole or in part either in cash or by delivery of Stock in transferable form,
such Stock to be valued for such purpose at its fair market value on the date on
which the option is  exercised.  No share of Stock shall be issued upon exercise
until full payment therefor has been made, and no optionee shall have any rights
as an owner of Stock until the date of issuance to him of the stock  certificate
evidencing such Stock.

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                    (4)  Limitation on Amount  Becoming  Exercisable  In Any One
Calendar Year. Subject to the overall  limitations of Section 4 hereof (relating
to the aggregate  shares  subject to the Plan),  the aggregate fair market value
(determined as of the time the option is granted) of Stock with respect to which
incentive  stock  options  are  exercisable  for the first time by the  optionee
during any calendar  year (under the Plan and all other  incentive  stock option
plans of the Company) shall not exceed $100,000.

            (b) Nonqualified  Stock Options.  Nonqualified  stock options may be
granted not only to employees but also to directors who are not employees of the
Company and to persons who provide  substantial  services to the  Company.  Each
nonqualified  stock option  granted under the Plan shall be evidenced by a stock
option  agreement  between  the person to whom such  option is  granted  and the
Company. Such stock option agreement shall provide that the option is subject to
the following  terms and  conditions  and to such other terms and conditions not
inconsistent therewith as the Administrator may deem appropriate in each case:

                    (1)  Option  Price.  The price to be paid for each  share of
Stock upon the exercise of an option shall be determined by the Administrator at
the time the option is granted.  As used in this Plan, the term "date the option
is granted" means the date on which the Administrator authorizes the grant of an
option hereunder or any later date specified by the Administrator. To the extent
that the fair market  value of Stock is relevant to the pricing of the option by
the  Administrator,  fair market value of the Stock shall be  determined  as set
forth in Section 5(a)(1) hereof.
                              
                    (2)  Period of Option  and  Exercise.  The period or periods
within which an option may be exercised shall be determined by the Administrator
at the time the option is granted,  but in no event shall such period  exceed 10
years from the date the option is granted.

                    (3) Payment for Stock.  The option  exercise price for Stock
purchased  under an option  shall be paid in full at the time of  purchase.  The
Administrator  may  provide  that the  option  exercise  price be payable at the
election of the holder of the option, with the consent of the Administrator,  in
whole or in part either in cash or by delivery  of Stock in  transferable  form,
such Stock to be valued for such purpose at its fair market value on the date on
which the  option is  exercised.  No share of Stock  shall be issued  until full
payment  therefor  has been made,  and no  optionee  shall have any rights as an
owner  of  shares  of  Stock  until  the date of  issuance  to him of the  stock
certificate evidencing such Stock.
        
          7. Stock Bonuses.  The Administrator may award Stock under the Plan as
stock  bonuses.  Stock  awarded  as a  bonus  shall  be  subject  to the  terms,
conditions,  and restrictions determined by the Administrator.  The restrictions
may include restrictions concerning transferability and forfeiture of the shares
of Stock awarded,  together with such other restrictions as may be determined by
the Administrator.  If shares of Stock are subject to forfeiture,  all dividends
or other  distributions  paid by the Company with respect to the shares of Stock
shall be retained by the Company until the shares of Stock are no longer subject
to  forfeiture,  at which  time  all  accumulated  amounts  shall be paid to the
recipient. The Administrator may require the recipient to sign an agreement as a
condition  of the award,  but may not require the  recipient to pay any monetary
consideration   other  than  amounts   necessary  to  satisfy  tax   withholding
requirements.  The  agreement may contain any terms,  conditions,  restrictions,
representations and warranties  required by the Administrator.  The certificates
representing  the  shares  awarded  shall  bear  any  legends  required  by  the
Administrator. Upon the issuance of a stock bonus, the number of shares of Stock
reserved for issuance under the Plan shall be reduced by the number of shares of
Stock issued.

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          8. Restricted  Stock. The Administrator may issue Stock under the Plan
for such consideration  (including  promissory notes and services) as determined
by the Administrator. Stock issued under the Plan shall be subject to the terms,
conditions and restrictions  determined by the  Administrator.  The restrictions
may include restrictions concerning  transferability,  repurchase by the Company
and forfeiture of the shares issued,  together with such other  restrictions  as
may be  determined  by the  Administrator.  If shares of Stock  are  subject  to
forfeiture or repurchase  by the Company,  all dividends or other  distributions
paid by the Company with respect to the shares of Stock shall be retained by the
Company  until  the  shares  of Stock are no longer  subject  to  forfeiture  or
repurchase,  at  which  time  all  accumulated  amounts  shall  be  paid  to the
recipient.  All Stock  issued  pursuant to this  Section 8 shall be subject to a
purchase  agreement,  which shall be executed by the Company and the prospective
recipient of the shares prior to the delivery of certificates  representing such
shares  to  the  recipient.  The  purchase  agreement  may  contain  any  terms,
conditions,  restrictions,   representations  and  warranties  required  by  the
Administrator.  The certificates representing the shares of Stock shall bear any
legends required by the  Administrator.  Upon the issuance of restricted  stock,
the  number of shares of Stock  reserved  for  issuance  under the Plan shall be
reduced by the number of shares of Stock issued.
   
       9. Stock Appreciation Rights.

            (a) Grant. Stock  appreciation  rights may be granted under the Plan
by the  Administrator,  subject to such  rules,  terms,  and  conditions  as the
Administrator prescribes.
            
          (b) Exercise.

                    (1) Each stock  appreciation right shall entitle the holder,
upon exercise,  to receive from the Company in exchange therefor an amount equal
to the value of the excess of the fair  market  value on the date of exercise of
one share of Stock over its fair  market  value on the date of grant (or, in the
case of a stock  appreciation  right granted in connection  with an option,  the
excess of the fair market  value of one share of Stock over the option price per
share  under  the  option  to  which  the  stock  appreciation  right  relates),
multiplied by the number of shares  covered by the stock  appreciation  right or
the option, or portion thereof, that is surrendered. No stock appreciation right
shall  be  exercisable  at  a  time  that  the  amount   determined  under  this
subparagraph  is  negative.  Payment by the  Company  upon  exercise  of a stock
appreciation right may be made in Stock valued at fair market value, in cash, or
partly in Stock and partly in cash, all as determined by the Administrator.

                    (2) A stock  appreciation right shall be exercisable only at
the time or times  established  by the  Administrator.  If a stock  appreciation
right is granted in connection with an option,  the following rules shall apply:
(1) the stock  appreciation right shall be exercisable only to the extent and on
the same  conditions  that the  related  option  could  be  exercised;  (2) upon
exercise of the stock appreciation right, the option or portion thereof to which
the stock  appreciation right relates  terminates;  and (3) upon exercise of the
option, the related stock appreciation right or portion thereof terminates.

                    (3) The  Administrator  may withdraw any stock  appreciation
right granted under the Plan at any time and may impose any conditions  upon the
exercise of a stock  appreciation right or adopt rules and regulations from time
to time affecting the rights of holders of stock appreciation rights. Such rules
and  regulations  may govern the right to  exercise  stock  appreciation  rights
granted prior to adoption or amendment of such rules and  regulations as well as
stock appreciation rights granted thereafter.

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                    (4) For purposes of this Section 9, the fair market value of
the Stock shall be  determined  as of the date the stock  appreciation  right is
exercised, under the methods set forth in Section 5(a)(1).

                    (5) No fractional  shares shall be issued upon exercise of a
stock appreciation  right. In lieu thereof,  cash may be paid in an amount equal
to the value of the  fraction  or, if the  Administrator  shall  determine,  the
number of shares may be rounded downward to the next whole share.

                    (6) Upon the  exercise  of a stock  appreciation  right  for
shares,  the  number of shares  reserved  for  issuance  under the Plan shall be
reduced by the number of shares  issued.  Cash  payments  of stock  appreciation
rights  shall not  reduce the number of shares of Stock  reserved  for  issuance
under the Plan.

          10.   Nontransferability.   Except  as  otherwise  determined  by  the
Administrator, the options and stock appreciation rights granted pursuant to the
Plan  shall  be  nontransferable  except  by will or the  laws  of  descent  and
distribution  of the  state or county of the  holder's  domicile  at the time of
death,  or,  except  in the  case of  incentive  stock  options,  pursuant  to a
qualified  domestic  relations  order  defined  under the Code or Title I of the
Employee  Retirement  Income  Security Act, and shall be exercisable  during the
holder's  lifetime  only by him (or,  except  with  respect to  incentive  stock
options,  in the case of a transfer pursuant to a qualified  domestic  relations
order,  by the transferee  under such qualified  domestic  relations  order) and
after his  death,  by his  personal  representative  or by the  person  entitled
thereto under his will or the laws of intestate succession.

          11. Termination of Employment or Other Relationship.  Upon termination
of the holder's employment or other relationship with the Company, his rights to
exercise options or stock appreciation  rights, as the case may be, then held by
him shall be only as follows (in no case do the time  periods  referred to below
extend the term specified in any option or stock appreciation right, as the case
may be):

            (a) Death or Disability.  Upon the death of a holder of an option or
stock appreciation  right, any option or stock appreciation right which he holds
may be exercised (to the extent  exercisable at his death),  unless it otherwise
expires,  within such period  after the date of his death (not to exceed  twelve
(12)  months)  as the  Administrator  shall  prescribe  in his  option  or stock
appreciation right agreement, by the employee's  representative or by the person
entitled  thereto under his will or the laws of intestate  succession.  Upon the
disability  (within the meaning of Section 22(e)(3) of the Code) of an employee,
any option or stock  appreciation  right which he holds may be exercised (to the
extent  exercisable as of the date of disability),  unless it otherwise expires,
within such period after the date of his  disability  (not to exceed twelve (12)
months) as the Administrator shall prescribe in his option or stock appreciation
right agreement.

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            (b)  Retirement.  Upon the  retirement  of an  officer,  director or
employee or the cessation of services provided by a nonemployee (either pursuant
to a Company  retirement  plan,  if any,  or  pursuant  to the  approval  of the
Administrator),  an option or stock  appreciation right may be exercised (to the
extent  exercisable at the date of such  termination or cessation) by him within
such period after the date of his  retirement  or cessation of services  (not to
exceed three (3) months) as the  Administrator  shall prescribe in his option or
stock appreciation right agreement.

            (c) Other Termination. In the event an officer, director or employee
ceases to serve as an officer or director or leaves the employ of the Company or
a  nonemployee  ceases to provide  services to the Company for any reason  other
than as set forth in (a) and (b), above, any option or stock  appreciation right
which he holds shall  terminate at (i) the earlier of 30 days after the date (A)
his employment terminates, or (B) he ceases providing services to the Company or
the date he receives written notice that his employment or rendering of services
is or  will be  terminated,  or  (ii)  such  later  date  as  determined  by the
Administrator  not to exceed the maximum  period under Section 11(b) hereof with
respect to incentive stock options. The foregoing shall not extend any option or
stock  appreciation  right beyond the term specified  therein and such option or
stock  appreciation right shall be exercisable only to the extent exercisable at
the date of termination of employment or cessation of services.

            (d)  Administrator  Discretion.  The  Administrator  may in its sole
discretion  accelerate  the  exercisability  of  any  or all  options  or  stock
appreciation rights upon termination of employment or cessation of services.

            12. Discretionary  Acceleration on Merger or Sale of the Company. In
the event the Company or its shareholders  enter into an agreement to dispose of
all or substantially  all of the assets or capital stock of the Company by means
of a sale, merger, consolidation,  reorganization,  liquidation or otherwise, an
option  or  stock  appreciation  right  granted  under  the  Plan  will,  in the
discretion of the Administrator,  if so authorized by the Board of Directors and
conditioned  upon  consummation of such  disposition of assets or stock,  become
immediately  exercisable in full during the period  commencing as of the date of
the  execution  of such  agreement  and  ending as of the  earlier of the stated
termination date of the option or stock  appreciation right or the date on which
the disposition of assets or stock contemplated by the agreement is consummated.

      13. Adjustment of Shares; Termination of Options.

            (a) Adjustment of Shares. In the event of changes in the outstanding
Stock   by   reason    of   stock    dividends,    split-ups,    consolidations,
recapitalizations,   reorganizations  or  like  events  (as  determined  by  the
Administrator),  an appropriate adjustment shall be made by the Administrator in
the number of shares  reserved under the Plan, in the number of shares set forth
in Section 4 hereof,  in the  number of shares  and the  option  price per share
specified in any stock option  agreement with respect to any unpurchased  shares
and in the  number of and  exercise  price for stock  appreciation  rights.  The
determination of the Administrator as to what adjustments shall be made shall be
conclusive. Adjustments for any options to purchase fractional shares shall also
be determined by the Administrator.  The Administrator  shall give prompt notice
to all  holders  of  options  and stock  appreciation  rights of any  adjustment
pursuant to this Section.

            (b) Termination of Options and Stock Appreciation  Rights on Merger;
Sale or Liquidation of Company. Notwithstanding anything to the contrary in this
Plan, in the event of any merger,  consolidation or other  reorganization of the
Company in which the Company is not the surviving or continuing  corporation (as
determined  by  the  Administrator)  or in  the  event  of  the  liquidation  or
dissolution of the Company,  all options and stock  appreciation  rights granted
hereunder shall terminate on the effective date of the merger, consolidation,

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reorganization,  liquidation,  or dissolution  unless there is an agreement with
respect thereto which expressly  provides for the assumption of such options and
stock appreciation rights by the continuing or surviving corporation.

          14.  Securities Law  Requirements.  The Company's  obligation to issue
shares of its Stock upon exercise of an option or stock appreciation right, upon
the  grant of  Stock  bonuses,  or upon  the  issuance  of  restricted  Stock is
expressly  conditioned upon the completion by the Company of any registration or
other qualification of such shares under any state and/or federal law or rulings
and  regulations  of any  government  regulatory  body  or the  making  of  such
investment  representations  or other  representations  and  undertakings by the
optionee or the recipient, as the case may be (or his legal representative, heir
or legatee, as the case may be), in order to comply with the requirements of any
exemption from any such registration or other qualification of such shares which
the  Company in its sole  discretion  shall deem  necessary  or  advisable.  The
Company  may  refuse  to  permit  the sale or other  disposition  of any  shares
acquired  pursuant to any such  representation  until it is satisfied  that such
sale or other  disposition  would not be in contravention of applicable state or
federal securities law.

          15. Tax Withholding.  As a condition to exercise of an option or stock
appreciation  right or  otherwise,  the  award of a Stock  bonus  or  shares  of
restricted  Stock, the Company may require the holder to pay over to the Company
all applicable  federal,  state and local taxes which the Company is required to
withhold with respect to the exercise of an option or stock  appreciation  right
granted  hereunder.  At the discretion of the Administrator and upon the request
of an  optionee,  the minimum  statutory  withholding  tax  requirements  may be
satisfied by the withholding of shares of Stock otherwise issuable to the holder
upon the exercise of an option or stock appreciation right.

          16. Amendment.  The Board of Directors may amend the Plan at any time,
except that without shareholder approval:
             
            (a) The number of shares of Stock which may be reserved for issuance
under the Plan  shall not be  increased  except as  provided  in  Section  13(a)
hereof;

            (b) The option price per share of Stock subject to incentive options
may not be fixed at less than 100% of the fair market  value of a share of Stock
on the date the option is granted;

            (c) The maximum  period of ten (10) years  during  which the options
and stock appreciation rights may be exercised may not be extended;

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            (d) The class of persons  eligible to receive  awards under the Plan
as set forth in Section 3 shall not be changed; and
                
            (e) This  Section 16 may not be amended in a manner  that  limits or
reduces the amendments which require shareholder approval.

          17.  Effective  Date. The Plan shall be effective upon its adoption by
the Board of Directors of the Company. Options and stock appreciation rights may
be granted but not exercised  prior to shareholder  approval of the Plan. If any
awards are made and shareholder  approval shall not have been obtained within 12
months of the date of  adoption  of this Plan by the  Board of  Directors,  such
award shall terminate retroactively as of the date they were made.

          18.  Termination.  The Plan shall  terminate  automatically  as of the
close of business on the day preceding the 10th anniversary date of its adoption
by the Board of Directors or earlier by  resolution of the Board of Directors or
upon  consummation of the disposition of capital stock or assets of the Company,
as described in Sections 12 and 13(b) hereof.  Unless otherwise provided herein,
the termination of the Plan shall not affect the validity of any option or stock
appreciation right agreement outstanding at the date of such termination.

          19. Stock Option,  Stock Appreciation Rights and Purchase  Agreements.
Each  option  and stock  appreciation  right  granted  and each  Stock  bonus or
restricted Stock award under the Plan shall be evidenced by a written  agreement
("Agreement")  executed  by the Company  and  accepted by the holder,  which (i)
shall contain each of the provisions and agreements herein specifically required
to be contained therein, (ii) if applicable,  shall indicate whether such option
is to be an incentive stock option or a nonqualified  stock option, and if it is
to be an  incentive  stock  option,  such  Agreement  shall  contain  terms  and
conditions permitting such option to qualify for treatment as an incentive stock
option  under  Section  422 of the Code,  (iii) if  applicable,  shall  indicate
whether the stock  appreciation  right is granted in connection  with an option,
(iv) may contain the  agreement of the holder to remain in the employ of, and/or
to render  services to, the Company for a period of time to be determined by the
Administrator,  and (iv) may  contain  such other  terms and  conditions  as the
Administrator deems desirable and which are not inconsistent with the Plan.

          20.  No Right to  Employment.  Nothing  in this  Plan or in any  award
granted  hereunder  shall confer upon any recipient any right to continue in the
employ of the Company or to continue to perform  services  for the  Company,  or
shall  interfere  with or  restrict  in any way the  rights  of the  Company  to
discharge or terminate any officer, director,  employee,  independent contractor
or consultant at any time for any reason whatsoever, with or without good cause.

                                                                         
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                         FORM OF STOCK OPTION AGREEMENT

<PAGE>

          ------------------------------------------------------------
                       NONQUALIFIED STOCK OPTION AGREEMENT


          THIS  AGREEMENT is made as of the ___, by and between  MOVIE  GALLERY,
INC., (the "Company") and ____________________, ("Optionee").

                                  R E C I T A L

         Pursuant to the 1994 Stock Plan, as amended (the "Plan"),  the Board of
Directors of the Company (the "Board") has  authorized  the granting to Optionee
of a nonqualified  stock option to purchase the number of shares of Common Stock
of the Company specified in Paragraph 1 hereof, at the price specified  therein,
such  option to be for the term and upon the terms  and  conditions  hereinafter
stated.

                                A G R E E M E N T

          NOW,   THEREFORE,   in  consideration  of  the  promises  and  of  the
undertakings of the parties hereto contained herein, it is hereby agreed:
 
          1.  Number of Shares;  Option  Price.  Pursuant  to said action of the
Board, the Company hereby grants to Optionee the option  ("Option") to purchase,
upon and  subject  to the terms and  conditions  of the Plan,  ______  shares of
Common Stock of the Company ("Shares") at the price of _________ per share.

          2.  Term.  This  Option  shall  expire  on the  day  before  the  10th
anniversary  of the date hereof  unless such Option  shall have been  terminated
prior  to that  date in  accordance  with  the  provisions  of the  Plan or this
Agreement. The term "Subsidiary" herein means a subsidiary corporation,  as such
term is defined in the Plan.

          3. Shares Subject to Exercise. Shares subject to exercise shall be 20%
on and after  the first  anniversary  of the date  hereof,  20% on and after the
second anniversary of the date hereof, 20% on and after the third anniversary of
the date hereof, 20% on and after the fourth anniversary of the date hereof, and
20% on or after the fifth  anniversary date hereof.  All Shares shall thereafter
remain  subject  to  exercise  for the term  specified  in  Paragraph  2 hereof,
provided  that Optionee is then and has  continuously  been in the employ of the
Company,  a Parent or a  Subsidiary,  subject,  however,  to the  provisions  of
Paragraph 5 hereof.

          4. Method and Time of Exercise. The Option may be exercised by written
notice  delivered  to the Company  stating the number of shares with  respect to
which the Option is being  exercised,  together with a check made payable to the
Company and/or upon the Optionee's  request,  with the written permission of the
Board (which permission shall be within the sole and absolute  discretion of the
Board),  shares of Common  Stock of the  Company in the  amount of the  purchase
price of such  shares  plus the amount of  applicable  federal,  state and local
withholding taxes and the written statement  provided for in Paragraph 9 hereof,
if required by said  Paragraph 9. Any shares of Common Stock used to exercise an
option  must have been held by the  Optionee  for at least six  months  prior to
exercise unless the Board in its sole and absolute  discretion permits shares of
Common Stock with a shorter  holding period to be used. Not less than 100 shares
may be purchased at any one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may be purchased.

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<PAGE>

          5. Tax  Withholding.  As a condition to exercise of this  Option,  the
Company  may require  the  Optionee  to pay over to the  Company all  applicable
federal,  state and local taxes  which the Company is required to withhold  with
respect to the exercise of this Option.  At the discretion of the Board and upon
the request of the Optionee,  the minimum statutory withholding tax requirements
may be satisfied by the withholding of shares of Stock otherwise issuable to the
Optionee upon the exercise of this option.

          6. Exercise on Termination  of Employment.  If Optionee shall cease to
be  employed  by the  Company,  a Parent or a  Subsidiary  (or, in the case of a
non-employee,  shall cease  performing  services for the Company,  a Parent or a
Subsidiary),  Optionee's  right, if any, to exercise his options will be limited
to  installments  accrued  under  Paragraph 3 hereof on the date of  termination
(unless  the Board  accelerates  the  exercisability  of the Option  pursuant to
Section 11(d) of the Plan),  and will be governed by Section 11 of the Plan. The
maximum period  permissible under Section 11 of the Plan in the absence of Board
action for each type of  termination  of  employment  or  cessation  of services
described therein shall apply unless the Board has made other provision herein.

          7. Nontransferability.  This Option may not be assigned or transferred
except by will or by the laws of descent and distribution,  and may be exercised
only by  Optionee  during  his  lifetime  and after his death,  by his  personal
representative  or by the person entitled  thereto under his will or the laws of
intestate succession.

          8.  Optionee  Not a  Shareholder.  Optionee  shall have no rights as a
shareholder  with  respect to the Common  Stock of the  Company  covered by such
Option until the date of issuance of a stock  certificate or stock  certificates
to him upon exercise of the Option.  No adjustment will be made for dividends or
other  rights  for  which  the  record  date is  prior to the  date  such  stock
certificate or certificates are issued,  except as provided in Section 13 of the
Plan.

          9. No Right to  Employment.  Nothing in this Option  shall confer upon
the  Optionee  any right to continue in the employ of the Company or to continue
to  perform  services  for the  Company or any  Parent or  Subsidiary,  or shall
interfere  with or restrict in any way the rights of the Company to discharge or
terminate any officer, director, employee,  independent contractor or consultant
at any time for any reason whatsoever, with or without good cause.

          10.  Modification and Termination.  The rights of Optionee are subject
to modification and termination in certain events as provided in Sections 11 and
13 of the Plan.

          11.  Restrictions  on Sale of Shares.  Optionee  represents and agrees
that upon his  exercise of the Option,  in whole or in part,  unless there is in
effect at that time under the Securities  Act of 1933 a  registration  statement
relating to the shares  issued to him, he will acquire the shares  issuable upon
exercise  of this option for the  purpose of  investment  and not with a view to
their resale or further  distribution,  and that upon such  exercise  thereof he
will furnish to the Company a written statement to such effect,  satisfactory to
the company in form and substance.  Optionee agrees that any certificate  issued
upon  exercise  of  this  Option  may  bear  a  legend   indicating  that  their
transferability  is restricted in accordance with  applicable  state and federal
securities law. Any person or persons entitled to exercise this Option under the
provisions of Paragraphs 5 and 6 hereof shall,  upon each exercise of the option
under  circumstances  in which  Optionee  would be  required  to furnish  such a
written  statement,  also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.

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<PAGE>

          12. Plan Governs.  This Agreement and the Option  evidenced hereby are
made and  granted  pursuant to the Plan and are in all  respects  limited by and
subject to the express terms and provisions of that Plan, as it may be construed
by the Board. Optionee hereby acknowledges receipt of a copy of the Plan.

          13.  Notices.  All notices to the Company  shall be  addressed  to the
Chairman of the Board of Directors of the Company at the principal office of the
Company at 739 W. Main Street, Dothan, Alabama 36301 and all notices to Optionee
shall be  addressed  to  Optionee  at the  address of  Optionee on file with the
Company or its Subsidiaries, or to such other address as either may designate to
the other in  writing.  A notice  shall be  deemed to be duly  given if and when
enclosed in a properly  addressed  sealed envelope  deposited,  postage prepaid,
with the  United  States  Postal  Service.  In lieu of giving  notice by mail as
aforesaid, written notice under this Agreement may be given by personal delivery
to Optionee or to the  Chairman of the Board of Directors of the Company (as the
case may be).

          14. Sale or Other  Disposition.  If optionee at any time  contemplates
the disposition (whether by sale, gift, exchange,  or other form or transfer) of
any Shares acquired by exercise of this option,  he or she will first notify the
Company in writing of such proposed  disposition  and cooperate with the Company
in complying with all applicable  requirements of law, which, in the judgment of
the Company, must be satisfied prior to such disposition.

          15. 180-Day Holdback. In accepting the grant of this Option,  Optionee
hereby  agrees  that,  in the event of an  underwritten  public  offering of the
Company's  securities  pursuant to which any of its  securities  are  registered
pursuant  to the  Securities  Act of 1933,  as  amended,  and to the  extent the
underwriter of such offering requests that the shareholders of the company agree
to do so, the Optionee  will agree not to sell any of the Common Stock issued or
issuable  upon  exercise  of this Option for a period of at least 180 days after
the closing of such public offering, and to sign a 180-day holdback agreement to
that effect.

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



                                       By __________________________________
                                          James A. Pongonis
                                          Human Resources Manager
  
                                          OPTIONEE


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                                          (Signature)

                                          Name
                                          Address



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