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                                                                    Exhibit 10.7

                                 MEDIABIN, INC.

                             2001 STOCK OPTION PLAN

                                   Section 1.
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares to Eligible Recipients in order to
attract and retain Eligible Recipients by providing an incentive to work to
increase the value of Shares and a stake in the future of the Company which
corresponds to the stake of each of the Company's shareholders. The Plan
provides for the grant of Incentive Stock Options and Non-Qualified Stock
Options to aid the Company in obtaining these goals.

                                   Section 2.
                                   DEFINITIONS

         Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

         2.1      Board means the Board of Directors of the Company.

         2.2      Cause shall mean an act or acts by an employee involving (a)
the use for profit or disclosure to unauthorized persons of confidential
information or trade secrets of the Company, (b) the breach of any contract with
the Company, (c) the violation of any fiduciary obligation to the Company, (d)
the unlawful trading in the securities of the Company or of another corporation
based on information gained as a result of the performance of services for the
Company, (e) a felony conviction or the failure to contest prosecution of a
felony, or (f) willful misconduct, dishonesty, embezzlement, fraud, deceit or
civil rights violations, or other unlawful acts.

         2.3      Code means the Internal Revenue Code of 1986, as amended.

         2.4      Committee  means any  committee  appointed by the Board to
administer  the Plan,  as specified in Section 5 hereof.  Any such committee
shall be comprised entirely of Directors.

         2.5      Common Stock means the common stock of the Company.

         2.6      Company means MediaBin, Inc., a Georgia corporation, and any
successor to such organization.

         2.7      Director means a member of the Board.

         2.8      Eligible Recipient means an Employee and/or a Key Person

         2.9      Employee means an employee of the Company, a Subsidiary or a
Parent.

         2.10     Exchange Act means the Securities Exchange Act of 1934, as
amended.

         2.11     Exercise Price means the price which shall be paid to purchase
one (1) Share upon the exercise of an Option granted under this Plan.

         2.12     Fair Market Value of each Share on any date means the price
determined below as of the close of business on such date (provided, however, if
for any reason, the Fair Market Value per share cannot be ascertained or is
unavailable for such date, the Fair Market Value per share shall be determined
as of the nearest preceding date on which such Fair Market Value can be
ascertained):

                  (a)       If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, its Fair Market Value per share shall be
the closing sale price for the Common Stock

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(or the mean of the closing bid and asked prices, if no sales were reported), as
quoted on such exchange or system on the date of such determination, as reported
in The Wall Street Journal or such other source as the Board deems reliable; or

                  (b)       If the Common Stock is not listed on any established
stock exchange or a national market system, its Fair Market Value per share
shall be the average of the closing dealer "bid" and "ask" prices of a share of
the Common Stock as reflected on the NASDAQ interdealer quotation system of the
National Association of Securities Dealers, Inc. on the date of such
determination; or

                  (c)       In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

         2.13     FLSA Exclusion means the provisions of Section 7(e) of the
Fair Labor Standards Act of 1938 (the "FLSA") that exempt certain stock-based
compensation from inclusion in overtime determinations under the FLSA.

         2.14     Insider means an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.15     ISO means an option granted under this Plan to purchase Shares
which is intended by the Company to satisfy the requirements of Code ss.422 as
an incentive stock option.

         2.16     Key Person means (1) a member of the Board who is not an
Employee, or (2) a consultant, distributor or other person who has rendered or
committed to render valuable services to the Company, a Subsidiary or a Parent.
Key Persons are not limited to individuals and, subject to the preceding
definition, may include corporations, partnerships, associations and other
entities.

         2.17     NQSO means an option granted under this Plan to purchase
Shares which is not intended by the Company to satisfy the requirements of Code
ss.422.

         2.18     Option means an ISO or a NQSO.

         2.19     Outside Director means a Director who is not an Employee and
who qualifies as (1) a "non-employee director" under Rule 16b-3(b)(3) under the
1934 Act, as amended from time to time, and (2) an "outside director" under Code
ss.162(m) and the regulations promulgated thereunder.

         2.20     Parent means any corporation which is a parent of the Company
(within the meaning of Code ss.424(e)).

         2.21     Participant means an individual who receives a Stock Option
hereunder.

         2.22     Performance-Based Exception means the performance-based
exception from the tax deductibility limitations of Code ss.162(m).

         2.23     Plan means the MediaBin, Inc. 2001 Stock Option Plan, as may
be amended from time to time.

         2.24     Share means a share of the Common Stock of the Company.

         2.25     Stock Option means an ISO or a NQSO.

         2.26     Stock Option Certificate means an agreement between the
Company and a Participant evidencing an award of a Stock Option.

         2.27     Subsidiary means any corporation which is a subsidiary of the
Company (within the meaning of Code ss.424(f)).

         2.28     Ten Percent Shareholder means a person who owns (after taking
into account the attribution rules of Code ss.424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.

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                                   Section 3.
                         SHARES SUBJECT TO STOCK OPTIONS

         The total number of Shares that may be issued pursuant to Stock Options
under this Plan shall not exceed 774,492, plus all Shares which were reserved
for issuance under the Iterated Systems, Inc. 1994 Amended and Restated Stock
Option Plan (the "1994 Plan") and (1) which have not, as of the effective date
of this Plan, been issued or (2) which are not, as of the effective date of this
Plan, subject to outstanding options, or (3) which are, as of the effective date
of this Plan, subject to outstanding options but which subsequently, through
cancellation or expiration of such options or otherwise, would again become
available for issuance under the 1994 Plan, all as adjusted pursuant to Section
10. Such Shares shall be reserved, to the extent that the Company deems
appropriate, from authorized but unissued Shares, and from Shares which have
been reacquired by the Company. Furthermore, any Shares subject to a Stock
Option which remain after the cancellation, expiration or exchange of such Stock
Option thereafter shall again become available for use under this Plan.
Notwithstanding anything herein to the contrary, no Participant may be granted
Options covering an aggregate number of Shares in excess of 1,000,000 in any
calendar year.

                                   Section 4.
                                 EFFECTIVE DATE

         The effective date of this Plan, as documented hereby, shall be the
date it is adopted by the Board, as noted in resolutions effectuating such
adoption, provided the shareholders of the Company approve this Plan within
twelve (12) months after such effective date. If such effective date comes
before such shareholder approval, any Stock Options granted under this Plan
before the date of such approval automatically shall be granted subject to such
approval.

                                   Section 5.
                                 ADMINISTRATION

         5.1      General Administration. This Plan shall be administered by the
Board. The Board, acting in its absolute discretion, shall exercise such powers
and take such action as expressly called for under this Plan. The Board shall
have the power to interpret this Plan and, subject to the terms and provisions
of this Plan, to take such other action in the administration and operation of
the Plan as it deems equitable under the circumstances. The Board's actions
shall be binding on the Company, on each affected Eligible Recipient, and on
each other person directly or indirectly affected by such actions.

         5.2      Authority of the Board. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Board shall have full power to select Eligible Recipients
who shall participate in the Plan, to determine the sizes and types of Stock
Options in a manner consistent with the Plan, to determine the terms and
conditions of Stock Options in a manner consistent with the Plan, to construe
and interpret the Plan and any agreement or instrument entered into under the
Plan, to establish, amend or waive rules and regulations for the Plan's
administration, and to amend the terms and conditions of any outstanding Stock
Options as allowed under the Plan and such Stock Options. Further, the Board may
make all other determinations which may be necessary or advisable for the
administration of the Plan.

         5.3      Delegation of Authority. The Board may delegate its authority
under the Plan, in whole or in part, to a Committee appointed by the Board
consisting of not less than one (1) director. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion of, the
Board. The Committee (if appointed) shall act according to the policies and
procedures set forth in the Plan and to those policies and procedures
established by the Board, and the Committee shall have such powers and
responsibilities as are set forth by the Board. Reference to the Board in this
Plan shall specifically include reference to the Committee where the Board has
delegated its authority to the Committee, and any action by the Committee
pursuant to a delegation of authority by the Board shall be deemed an action by
the Board under the Plan. Notwithstanding the above, the Board may assume the
powers and responsibilities granted to the Committee at any time, in whole or in
part. With respect to Committee appointments and composition, only a Committee
(or a sub-committee thereof) comprised solely of two (2) or more Outside
Directors may grant Stock Options which will meet the Performance-Based
Exception, and only a Committee comprised solely of Outside Directors may grant
Stock Options to Insiders that will be exempt from Section 16(b) of the Exchange
Act.

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         5.4      Decisions Binding. All determinations and decisions made by
the Board (or its delegate) pursuant to the provisions of this Plan and all
related orders and resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, its stockholders, Directors,
Eligible Recipients, Participants, and their estates and beneficiaries.

         5.5      Indemnification for Decisions. No member of the Board of the
Committee (or a sub-committee thereof) shall be liable for any action taken or
determination made hereunder in good faith. Service on the Committee (or a
sub-committee thereof) shall constitute service as a director of the Company so
that the members of the Committee (or a sub-committee thereof) shall be entitled
to indemnification and reimbursement as directors of the Company pursuant to its
bylaws and applicable law. In addition, the members of the Board, Committee (or
a sub-committee thereof) shall be indemnified by the Company against (a) the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, to which they
or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, any Stock Option granted hereunder, and
(b) against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such individual is liable for gross
negligence or misconduct in the performance of his duties, provided that within
60 days after institution of any such action, suit or proceeding a Committee
member or delegatee shall in writing offer the Company the opportunity, at its
own expense, to handle and defend the same.

                                   Section 6.
                                  ELIGIBILITY

         Eligible Recipients selected by the Board shall be eligible for the
grant of Stock Options under this Plan, but no Eligible Recipient shall have the
right to be granted a Stock Option under this Plan merely as a result of his or
her status as an Eligible Recipient. Only Employees shall be eligible to receive
a grant of ISO's.

                                    Section 7
                             TERMS OF STOCK OPTIONS

         7.1      Terms and Conditions of All Stock Options.

                  (a)       Grants of Stock Options. The Board, in its absolute
discretion, shall grant Stock Options under this Plan from time to time and
shall have the right to grant new Stock Options in exchange for outstanding
Stock Options. Stock Options shall be granted to Eligible Recipients selected by
the Board, and the Board shall be under no obligation whatsoever to grant Stock
Options to all Eligible Recipients, or to grant all Stock Options subject to the
same terms and conditions.

                  (b)       Shares Subject to Stock Options. The number of
Shares as to which a Stock Option shall be granted shall be determined by the
Board in its sole discretion, subject to the provisions of Section 3 as to the
total number of shares available for grants under the Plan.

                  (c)       Stock Option Certificates. Each Stock Option shall
be evidenced by a Stock Option Certificate executed by the Company and the
Participant, which shall be in such form and contain such terms and conditions
as the Board in its discretion may, subject to the provisions of the Plan, from
time to time determine.

                  (d)       Date of Grant. The date a Stock Option is granted
shall be the date on which the Board (1) has approved the terms and conditions
of the Stock Option Certificate, (2) has determined the recipient of the Stock
Option and the number of Shares covered by the Stock Option and (3) has taken
all such other action necessary to complete the grant of the Stock Option.

         7.2      Terms and Conditions of Options.

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                  (a)       Necessity of Stock Option Certificates. Each grant
of an Option shall be evidenced by a Stock Option Certificate which shall
specify whether the Option is an ISO or NQSO, and incorporate such other terms
and conditions as the Board, acting in its absolute discretion, deems consistent
with the terms of this Plan, including (without limitation) a restriction on the
number of Shares subject to the Option which first become exercisable during any
calendar year. The Board and/or the Company shall have complete discretion to
modify the terms and provisions of an Option in accordance with Section 11 of
this Plan even though such modification may change the Option from an ISO to a
NQSO.

                  (b)       Determining Optionees. In determining Eligible
Recipient(s) to whom an Option shall be granted and the number of Shares to be
covered by such Option, the Board may take into account the recommendations of
the Chief Executive Officer of the Company and its other officers, the duties of
the Eligible Recipient, the present and potential contributions of the Eligible
Recipient to the success of the Company, the anticipated number of years of
service remaining before the attainment by the Eligible Recipient of retirement
age, and other factors deemed relevant by the Board, in its sole discretion, in
connection with accomplishing the purpose of this Plan. An Eligible Recipient
who has been granted an Option to purchase Shares, whether under this Plan or
otherwise, may be granted one or more additional Options. If the Board grants an
ISO and a NQSO to an Eligible Recipient on the same date, the right of the
Eligible Recipient to exercise one such Option shall not be conditioned on his
or her failure to exercise the other such Option.

                  (c)       Exercise Price. Subject to adjustment in accordance
with Section 10 and the other provisions of this Section, the Exercise Price
shall be as set forth in the applicable Stock Option Certificate. With respect
to each grant of an ISO to a Participant who is not a Ten Percent Shareholder,
the Exercise Price shall not be less than the Fair Market Value on the date the
ISO is granted. With respect to each grant of an ISO to a Participant who is a
Ten Percent Shareholder, the Exercise Price shall not be less than one hundred
ten percent (110%) of the Fair Market Value on the date the ISO is granted. If a
Stock Option is a NQSO, the Exercise Price for each Share shall be no less than
the minimum price required by applicable state law, or by the Company's
governing instrument, whichever price is greater. Any Stock Option intended to
meet the Performance-Based Exception must be granted with an Exercise Price
equivalent to or greater than the Fair Market Value of the Shares subject
thereto. Any Stock Option intended to meet the FLSA Exclusion must be granted
with an Exercise Price equivalent to or greater than eighty-five percent (85%)
of the Fair Market Value of the Shares subject thereto on the date granted.

                  (d)       Option Term. Each Option granted under this Plan
shall be exercisable in whole or in part at such time or times as set forth in
the related Stock Option Certificate, but no Stock Option Certificate shall:

                            (i)  make an Option exercisable before the date
such Option is granted; or

                            (ii) make an Option exercisable after the
earlier of:
                                   (A) the date such Option is exercised
in full, or
                                   (B) the date which is the tenth(10th)
anniversary of the date such Option is granted, if such Option is a NQSO or an
ISO granted to a non-Ten Percent Shareholder, or the date which is the fifth
(5th) anniversary of the date such Option is granted, if such Option is an ISO
granted to a Ten Percent Shareholder. A Stock Option Certificate may provide
for the exercise of an Option after the employment of an Employee has terminated
for any reason whatsoever, including death or disability. The Employee's rights,
if any, upon termination of employment will be set forth in the applicable Stock
Option Certificate.

                  (e)       Payment. Options shall be exercised by the delivery
of a written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised accompanied by full
payment for the Shares. Payment for shares of Stock purchased pursuant to
exercise of an Option shall be made in cash or, unless the Stock Option
Certificate provides otherwise, by delivery to the Company of a number of Shares
which have been owned and completely paid for by the holder for at least six (6)
months prior to the date of exercise (i.e., "mature shares" for accounting
purposes) having an aggregate Fair Market Value equal to the amount to be
tendered, or a combination thereof. In addition, unless the Stock Option
Certificate provides otherwise, the Option may be exercised through a brokerage
transaction following registration of the Company's equity securities under
Section 12 of the Securities Exchange Act of 1934 as permitted under the
provisions of Regulation T applicable to cashless exercises promulgated by the
Federal Reserve Board. However, notwithstanding the foregoing, with respect to
any Option recipient who is an Insider, a tender of shares or a cashless
exercise must (1) have met the requirements of an exemption

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under Rule 16b-3 promulgated under the Exchange Act, or (2) be a subsequent
transaction the terms of which were provided for in a transaction initially
meeting the requirements of an exemption under Rule 16b-3 promulgated under the
Exchange Act. Unless the Stock Option Certificate provides otherwise, the
foregoing exercise payment methods shall be subsequent transactions approved by
the original grant of an Option. Except as provided in subparagraph (f) below,
payment shall be made at the time that the Option or any part thereof is
exercised, and no Shares shall be issued or delivered upon exercise of an Option
until full payment has been made by the Participant. The holder of an Option, as
such, shall have none of the rights of a stockholder. Notwithstanding the above,
and in the sole discretion of the Board, an Option may be exercised as to a
portion or all (as determined by the Board) of the number of Shares specified in
the Stock Option Certificate by delivery to the Company of a promissory note,
such promissory note to be executed by the Participant and which shall include,
with such other terms and conditions as the Board shall determine, provisions in
a form approved by the Board under which: (i) the balance of the aggregate
purchase price shall be payable in equal installments over such period and shall
bear interest at such rate (which shall not be less than the prime bank loan
rate as determined by the Board) as the Board shall approve, and (ii) the
Participant shall be personally liable for payment of the unpaid principal
balance and all accrued but unpaid interest. Other methods of payment may also
be used if approved by the Board in its sole and absolute discretion and
provided for under the Stock Option Certificate.

                  (f)       Conditions to Exercise of an Option. Each Option
granted under the Plan shall vest and shall be exercisable at such time or
times, or upon the occurrence of such event or events, and in such amounts, as
the Board shall specify in the Stock Option Certificate; provided, however, that
subsequent to the grant of an Option, the Board, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may vest or be exercised in whole or in part. Notwithstanding the
foregoing, an Option intended to meet the FLSA Exclusion shall not be
exercisable for at least six (6) months following the date it is granted, except
by reason of death, disability, retirement, a change in corporate ownership or
other circumstances permitted under regulations promulgated under the FLSA
Exclusion. The Board may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option as it may deem advisable, including,
without limitation, vesting or performance-based restrictions, restrictions
under applicable federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.

                  (g)       Transferability of Options. An Option shall not be
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's lifetime, only
by the Participant; provided, however, that in the event the Participant is
incapacitated and unable to exercise his or her Option, such Option may be
exercised by such Participant's legal guardian, legal representative, or other
representative whom the Board deems appropriate based on applicable facts and
circumstances. The determination of incapacity of a Participant and the
determination of the appropriate representative of the Participant who shall be
able to exercise the Option if the Participant is incapacitated shall be
determined by the Board in its sole and absolute discretion. Notwithstanding the
foregoing, except as otherwise provided in the Stock Option Certificate, a NQSO
may also be transferred as a bona fide gift (i) to his spouse or lineal
descendant or lineal ascendant, (ii) to a trust for the benefit of one or more
individuals described in clause (i) and no other persons, or (iii) to a
partnership of which the only partners are one or more individuals described in
clause (i), in which case the transferee shall be subject to all provisions of
the Plan, the Stock Option Certificate and other agreements between the Company
and the Participant in connection with the exercise of the Option and purchase
of Shares. In the event of such a gift, the Participant shall promptly notify
the Board of such transfer and deliver to the Board such written documentation
as the Board may in its discretion request, including, without limitation, the
written acknowledgment of the donee that the donee is subject to the provisions
of the Plan, the Stock Option Certificate and other agreements between the
Company and the Participant.

                  (h)       Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code ss.424(a) is
applicable, may provide for an exercise price computed in accordance with Code
ss.424(a) and the regulations thereunder and may contain such other terms and
conditions as the Board may prescribe to cause such substitute Option to contain
as nearly as possible the same terms and conditions (including the applicable
vesting and termination provisions) as those contained in the previously issued
stock option being replaced thereby.

                  (i)       ISO Tax Treatment Requirements. With respect to any
Option which purports to be an ISO, to the extent that the aggregate Fair Market
Value (determined as of the date of grant of such Option) of stock with respect
to which such Option is exercisable for the first time by any individual during
any calendar year exceeds one hundred

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thousand dollars ($100,000.00), such Option shall not be treated as an ISO in
accordance with Code ss.422(d). The rule of the preceding sentence is applied in
the order in which Options are granted. Also, with respect to any Option which
purports to be an ISO, such Option shall not be treated as an ISO if the
Participant disposes of shares acquired thereunder within two (2) years from the
date of the granting of the Option or within one (1) year of the exercise of the
Option, or if the Participant has not meet the requirements of Code
ss.422(a)(2).

                                   Section 8.
                              SECURITIES REGULATION

         Each Stock Option Certificate may provide that, upon the receipt of
Shares as a result of the exercise of a Stock Option or otherwise, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Stock Option Certificate may
also provide that, if so requested by the Company, the Participant shall make a
written representation to the Company that he or she will not sell or offer to
sell any of such Shares unless a registration statement shall be in effect with
respect to such Shares under the Securities Act of 1933, as amended ("1933
Act"), and any applicable state securities law or, unless he or she shall have
furnished to the Company an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required. Certificates representing the Shares transferred upon the exercise
of a Stock Option granted under this Plan may at the discretion of the Company
bear a legend to the effect that such Shares have not been registered under the
1933 Act or any applicable state securities law and that such Shares may not be
sold or offered for sale in the absence of an effective registration statement
as to such Shares under the 1933 Act and any applicable state securities law or
an opinion, in form and substance satisfactory to the Company, of legal counsel
acceptable to the Company, that such registration is not required.

                                   Section 9.
                                  LIFE OF PLAN

         No Stock Option shall be granted under this Plan on or after the
earlier of:

                  (a)       the tenth (10th) anniversary of the effective date
of this Plan (as determined under Section 4 of this Plan), in which event this
Plan otherwise thereafter shall continue in effect until all outstanding Stock
Options have been exercised in full or no longer are exercisable, or

                  (b)       the date on which all of the Shares reserved under
Section 3 of this Plan have (as a result of the exercise of Stock Options
granted under this Plan) been issued or no longer are available for use under
this Plan, in which event this Plan also shall terminate on such date.

                                   Section 10.
                                   ADJUSTMENT

         Notwithstanding anything in Section 11 to the contrary, the number of
Shares reserved under Section 3 of this Plan, the limit on the number of Shares
which may be granted during a calendar year to any individual under Section 3 of
this Plan, the number of Shares subject to Stock Options granted under this
Plan, and the Exercise Price of any Options, shall be adjusted by the Board in
an equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
Furthermore, the Board shall have the right to adjust (in a manner which
satisfies the requirements of Code ss.424(a)) the number of Shares reserved
under Section 3, and the number of Shares subject to Stock Options granted under
this Plan, and the Exercise Price of any Options in the event of any corporate
transaction described in Code ss.424(a) which provides for the substitution or
assumption of such Stock Options. If any adjustment under this Section creates a
fractional Share or a right to acquire a fractional Share, such fractional Share
shall be disregarded, and the number of Shares reserved under this Plan and the
number subject to any Stock Options granted under this Plan shall be the next
lower number of Shares, rounding all fractions downward. An adjustment made
under this Section by the Board shall be conclusive and binding on all affected
persons and, further, shall not constitute an increase in the number of Shares
reserved under Section 3.

<PAGE>

                                   Section 11.
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the Company
(a) to increase the number of Shares reserved under Section 3, except as set
forth in Section 10, (b) to extend the maximum life of the Plan under Section 9
or the maximum exercise period under Section 7, (c) to decrease the minimum
Exercise Price under Section 7, or (d) to change the designation of Eligible
Recipients eligible for Stock Options under Section 6. The Board also may
suspend the granting of Stock Options under this Plan at any time and may
terminate this Plan at any time. The Company shall have the right to modify,
amend or cancel any Stock Option after it has been granted if (I) the
modification, amendment or cancellation does not diminish the rights or benefits
of the Stock Option recipient under the Stock Option, (II) the Participant
consents in writing to such modification, amendment or cancellation, (III) there
is a dissolution or liquidation of the Company, (IV) this Plan and/or the Stock
Option Certificate expressly provides for such modification, amendment or
cancellation, or (V) the Company would otherwise have the right to make such
modification, amendment or cancellation by applicable law.

                                   Section 12.
                                  MISCELLANEOUS

         12.1     Shareholder Rights. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Option to him or
to her under this Plan or his or her exercise of such Stock Option pending the
actual delivery of Shares subject to such Stock Option to such Participant.

         12.2     No Guarantee of Continued Relationship. The grant of a Stock
Option to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Option Certificate which
evidences his or her Stock Option.

         12.3     Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company as a
condition precedent for the fulfillment of any Stock Option, an amount
sufficient to satisfy Federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan and/or any action taken by a Participant with
respect to a Stock Option Award. Whenever Shares are to be issued to a
Participant upon exercise of an Option, the Company shall have the right to
require the Participant to remit to the Company, as a condition of exercise of
the Option, an amount in cash (or, unless the Stock Option Certificate provides
otherwise, in Shares) sufficient to satisfy federal, state and local withholding
tax requirements at the time of exercise. However, notwithstanding the
foregoing, to the extent that a Participant is an Insider, satisfaction of
withholding requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act. Unless the Stock Option Certificate provides otherwise,
the withholding of shares to satisfy federal, state and local withholding tax
requirements shall be a subsequent transaction approved by the original grant of
a Stock Option. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld.

         12.4     Notification of Disqualifying Dispositions of ISO Options. If
a Participant sells or otherwise disposes of any of the Shares acquired pursuant
to an Option which is an ISO on or before the later of (1) the date two (2)
years after the date of grant of such Option, or (2) the date one (1) year after
the exercise of such Option, then the Participant shall immediately notify the
Company in writing of such sale or disposition and shall cooperate with the
Company in providing sufficient information to the Company for the Company to
properly report such sale or disposition to the Internal Revenue Service. The
Participant acknowledges and agrees that he may be subject to federal, state
and/or local tax withholding by the Company on the compensation income
recognized by Participant from any such early disposition, and agrees that he
shall include the compensation from such early disposition in his gross income
for federal

<PAGE>

tax purposes. Participant also acknowledges that the Company may condition the
exercise of any Option which is an ISO on the Participant's express written
agreement with these provisions of this Plan.

         12.5     Transfer. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of his
or her employment under this Plan.

         12.6     Construction. This Plan shall be construed under the laws of
the State of Georgia.