HIGHLIGHTED

                           TRC ACQUISITION CORPORATION
                         1996 EMPLOYEE STOCK OPTION PLAN

                                Table of Contents
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1.    Purpose............................................................1

2.    Administration.....................................................1

3.    Eligibility........................................................2

4.    Shares.............................................................2

5.    Incentive Stock Options............................................3

6.    Nonqualified Stock Options.........................................3

7.    Terms and Conditions of Options....................................3

8.    Agreement by Optionee Regarding Withholding Taxes..................8

9.    Term of Plan.......................................................8

10.   Definitions........................................................8

11.   Amendment and Termination of the Plan..............................9

12.   Approval of Stockholders...........................................9

13.   Effect of Headings.................................................9

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                           TRC ACQUISITION CORPORATION

                         1996 EMPLOYEE STOCK OPTION PLAN
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     1.  Purpose.  This 1996  Stock  Option  Plan (the  "Plan") is  intended  to
encourage stock ownership by employees of TRC Acquisition Corporation, a Georgia
corporation (the "Corporation"),  its divisions and Subsidiary Corporations,  so
that they may acquire or increase their proprietary interest in the Corporation,
and to encourage such employees to remain in the employ of the  Corporation  and
to put forth  maximum  efforts  for the success of the  business.  It is further
intended  that options  granted by the Committee (as defined in Section 2 below)
pursuant  to  Section 5  thereof  shall  constitute  :incentive  stock  options"
("Incentive  Stock  Options")  within  the  meaning  of  IRC  section  422A,  as
thereafter  amended,  and the Regulations  issued  thereunder (the "Code"),  and
options granted by the Committee  pursuant to Section 6 hereof shall  constitute
"nonqualified stock options"  ("Nonqualified  Stock Options");  the Nonqualified
Stock Options  together with Incentive  Stock Options,  being referred herein as
the " options".

     2.  Administration.  The Plan shall be administered by the Stock Option and
Compensation  Committee  (the  "Committee"),  consisting  of not less than three
members of the Board of Directors of the Corporation (the "Board"), none of whom
are then under  consideration for participation in the Plan or any other plan of
the Corporation or any of its affiliates  entitling the participants  therein to
acquire stock, stock options or stock appreciation  rights of the Corporation or
any of its affiliates.  Initially,  the Committee shall consist of the Chairman,
and Directors Bolton and Walker.

          2.1.  Delegation of Authority.  The Committee further delegates to the
Chairman  authority to grant options  pursuant to this Plan to any person who is
not  immediately  prior to such grant a direct or  indirect  shareholder  of the
Corporation or an officer or director of the Corporation  provided  further that
each such grant  pursuant to this  delegation  may not exceed 10% of the initial
number of the shares  authorized  for option  grants as  described in Section 4.
hereof and  provided  further  that the terms of such grant shall  provided  for
level  annually  graded  vesting over a period of not less than 3 years from the
date of the grant and are not otherwise contrary to terms to the Plan.

          2.2.  Authority.  The  Committee  shall  have  the  authority  in  its
discretion,  subject to and not inconsistent with the express  provisions of the
Plan,  to  administer  the Plan and to exercise  all the powers and  authorities
either  specifically  granted to it under the Plan or  necessary or advisable in
the  administration  of the Plan  subject  to  allowable  terms as set  forth in
Section 4. of the Plan. Such authority shall include,  without  limitation,  the
authority  to  grant  options;  to  determine  which  Options  shall  constitute
Incentive Stock Options and which Options shall  constitute  Nonqualified  Stock
options;  to determine the purchase  price of the shares of Common Stock covered

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by each option (the "Option  Price");  to determine the persons to whom, and the
time or times at which,  Options  shall be granted;  to determine  the number of
shares of Common Stock to be covered by each Option;  to interpret  the Plan; to
prescribe,  amend and rescind  rules and  Regulations  relating to the Plan;  to
determine the terms and provisions of the Option  Agreements  (which need not be
identical)  evidencing  Options  granted  under the Plan;  and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The  Committee  may  delegate  to one or more of its  members  or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any delegate may employ one or more persons to render advise with respect to any
responsibility the Committee or such person may have under the Plan

          2.3. Rules. The Board shall fill all vacancies, however caused, in the
Committee.  The Board may from time to time  appoint  additional  members to the
Committee,  and  may at any  time  remove  one or  more  Committee  members  and
substitute  others. One member of the Committee shall be selected as chairman by
the Board.  The Committee  shall hold its meeting at such times and places as it
shall deem  advisable.  All  determinations  of the Committee shall be made by a
majority of its members either present in person or  participating by conference
telephone  at a meeting or by  written  consent.  The  Committee  may  appoint a
secretary and make such rules and regulations for the conduct of its business as
it shall deem advisable, and shall keep minutes of its meetings.

          2.4.  Liability.  No member of the Board or Committee  shall be liable
for any action  taken or  determination  made in good faith with  respect to the
Plan or any Option.

     3.  Eligibility.  Options may be granted to employees  (including,  without
limitation,  officers and directors who are employees) of the Corporation or its
present or future  divisions and Subsidiary  Corporations.  In  determining  the
persons to whom Options  shall be granted and the number of shares to be covered
by each  Option,  the  Committee  shall  take  into  account  the  duties of the
respective persons, their present and potential  contributions to the success of
the  Corporation  and such other factors as the Committee shall deem relevant in
connection  with  accomplishing  the  purpose  of the Plan.  A person to whom an
Option has been granted is  sometimes  referred to herein as an  "Optionee."  An
Optionee  shall be eligible to receive  more than one Option  during the term of
the Plan, but only on the terms and subject to the restrictions  hereinafter set
forth.

     4. Shares.  The shares subject to Options  hereunder shall be shares of the
Corporation's Common Stock (the "Common Stock"). Such shares may, in whole or in
part, be authorized  but unissued  shares or shares that shall have been or that
may be reacquired by the  Corporation.  The aggregate number of shares of Common
Stock as to which  Options may be granted from time to time under the Plan shall
not exceed:

          (a) Seven  Hundred  Thousand  (700,000)  shares of Common  Stock at an
     exercise price of Eight Dollars and  Seventy-Five  Cents ($8.75) per share;
     plus

          (b) Three Hundred Thousand (300,000) shares at an exercise price of No
     Dollars and One Cent ($.01) per share.

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The  limitation  established  by the  preceding  sentence  shall be  subject  to
adjustment as provided in Section 7.9 hereof. If any outstanding  Option expires
or is terminated  without  having been  exercised in full,  the shares of Common
Stock allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent grants of Options.

          4.1.  Restrictions on Shares.  All shares issued pursuant to this Plan
shall be subject to  certain  provisions  of the  Shareholders  Agreement  dated
October 15, 1996 pertaining to the Common Stock of the Corporation, specifically
Sections 1-3, 7-14, 16-17 and 19-24. All option agreements made pursuant to this
Plan and shares issued pursuant to such options shall include a legend or notice
to identify the  applicability of restrictions  imposed by the said Shareholders
Agreement and by applicable securities laws. Restrictions and rights provided by
the Shareholders Agreement shall control any conflicting or ambiguous provisions
of options granted pursuant to this Plan.

     5.  Incentive  Stock  Options.  Options  granted  pursuant to Section 5 are
intended  to  constitute  Incentive  Stock  Options  and shall be subject to the
following  special  terms and  conditions,  in addition to the general terms and
conditions specified in Section 7 hereof.

          5.1. Value of Shares.  The aggregate Fair Market Value  (determined as
of the date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Options granted under this Plan and all other option plans
of the Corporation  and any Subsidiary  Corporation  become  exercisable for the
first time by an Optionee during any calendar year shall not exceed $100,000.00.

          5.2. Ten Percent Stockholder. In the case of an Incentive Stock Option
granted to a 10%  Stockholder,  (a) the Option Price shall not be less than 110%
of the Fair Market Value of the shares of Common Stock of the Corporation on the
date of grant of such Incentive Stock Option,  and (b) the exercise period shall
not exceed 5 years from the date of grant of such Incentive Stock Option.

     6. Nonqualified  Stock Options.  Options granted pursuant to this Section 6
are intended to constitute  Nonqualified Stock Options and shall be subject only
to the general terms and conditions specified in Section 7 hereof.

     7. Terms and  Conditions  of Options.  Each Option  shall be evidenced by a
written  Option  Agreement  between  the  Corporation  and the  Optionee,  which
agreement  shall  comply  with  and  be  subject  to  the  following  terms  and
conditions:

          7.1. Number of Shares. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.

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          7.2. Type of Option. Each Option Agreement shall specifically identify
the portion,  if any, of the Option which  constitutes an Incentive Stock Option
and  the  portion,  if  any,  and  such  option  shall  otherwise  constitute  a
Nonqualified Stock Option.

          7.3. Option Price. Each Option Agreement shall state the Option Price.
In the case of Incentive Stock Options,  the Option Price shall be not less than
100% of the Fair Market Value of the shares of Common  Stock of the  Corporation
on the date of  grant of the  Option.  The  Option  Price  shall be  subject  to
adjustment  as provided in Section 7.9 hereof.  The date on which the  Committee
adopts a resolution  expressly  granted an Option shall be considered the day on
which such Option is granted.

          7.4.  Medium and Time of  Payment.  The Option  Price shall be paid in
full,  at the time of  exercise,  in cash or in shares of Common  Stock having a
Fair Market  Value equal to such Option  Price or in a  combination  of cash and
such  shares,  and may be effected in whole or in part (a) with monies  received
from the Corporation at the time of exercise as a compensatory cash payment,  or
(b) with monies  borrowed from the  Corporation  pursuant to repayment terms and
conditions as shall be  determined  from time to time by the  Committee,  in its
discretion,  separately  with  respect  to each  exercise  of  Options  and each
Optionee; provided, however, that each such method and time for payment and each
such borrowing and terms and  conditions of repayment  shall be permitted by and
be in compliance with applicable law, and provided, further, if the Option Price
is paid the  monies  borrowed  from the  Corporation,  such fact  shall be noted
conspicuously  on the  certificate  evidencing  such shares in  accordance  with
applicable law.

          7.5. Term and Exercise of Options.  Options shall be exercisable  over
the  exercise  period  as and at the  times  and  upon the  conditions  that the
Committee  may  determine,  as  reflected  in the  Option  Agreement;  provided,
however,  that  the  Committee  shall  have  the  authority  to  accelerate  the
exercisability   of  any  outstanding   Option  at  such  time  and  under  such
circumstances as it, in its sole  discretion,  deems  appropriate.  The exercise
period shall be determined by the Committee for all Options; provided,  however,
that such  exercise  period  shall not exceed 10 years from the date of grant of
such Option.  The exercise  period  shall be subject to earlier  termination  as
provided in Sections 7.6 and 7.7 hereof.  An Option may be exercised,  as to any
or  all  full  shares  of  Common  Stock  as to  which  the  Option  has  become
exercisable,  by  giving  written  notice  of such  exercise  to the  Committee;
provided,  however,  that an Option may not be  exercised  at any one time as to
fewer than 100  shares (or such  number of shares as to which the Option is then
exercisable if such number of shares is less than 100).

          7.6.  Termination.  Except  as  provided  in  Section  7.5 and in this
Section 7.6 hereof,  an Option may not be exercised  unless the Optionee is then
in the employ of the  Corporation or a division or Subsidiary  Corporation (or a
corporation issuing or assuming the Option in a transaction to which IRC section
425(a) applies),  and unless the Optionee has remained  continuously so employed
since the date of grant of the Option.  If the  employment of an Optionee  shall
terminate (other than by reason of death, disability or retirement), all Options

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of such  Optionee  that are  exercisable  at the time of such  termination  may,
unless earlier  terminated in accordance with their terms,  be exercised  within
three months after such termination;  provided,  however, that if the employment
of an Optionee shall  terminate for cause,  all Options granted to such Optionee
shall, to the extent not theretofore exercised,  terminate forthwith. Nothing in
the Plan or in any Option shall confer upon an individual  any right to continue
in  the  employ  of the  Corporation  or any  of  its  divisions  or  Subsidiary
Corporations  or interfere in any way with the right of the  Corporation  or any
such division or Subsidiary Corporation to terminate such employment.

          7.7. Death,  Disability or Retirement.  If an Optionee shall die while
employed by the  Corporation,  or a Subsidiary  Corporation  thereof,  or within
three months after the termination of such Optionee's employment, other than for
cause, or if the Optionee's  employment  shall terminate by reason of disability
or retirement,  all Options  theretofore granted to such Optionee (to the extent
otherwise  exercisable) may, unless earlier  terminated in accordance with their
terms,  be exercised by the Optionee or by the Optionee's  estate or by a person
who  acquired  the right to exercise  such Option by bequest or  inheritance  or
otherwise  by reason of the death or  disability  of the  Optionee,  at any time
within  one year  after  the date of  death,  disability  or  retirement  of the
Optionee.

          7.8.  Nontransferability  of Options.  Options  granted under the Plan
shall not be transferable otherwise than (a) by will; (b) by the laws of descent
and  distribution;  or (c) to a  revocable  inter  vivos  trust for the  primary
benefit of the Optionee and his or her spouse. Options may be exercised,  during
the lifetime of the Optionee,  only by the Optionee, his or her guardian,  legal
representative or the Trustee of an above described trust.

          7.9. Effect of Certain Corporate Changes.

               (1) If there is any  change  in the  number  of  shares of Common
          Stock  through  the  declaration  of  stock   dividends,   or  through
          recapitalization   resulting  in  stock  splits,  or  combinations  or
          exchanges  of such  shares,  the  number of  shares  of  Common  Stock
          available  for  Options,   the  number  of  such  shares   covered  by
          outstanding  Options and the price per share of such Options  shall be
          proportionately  adjusted by the  Committee to reflect any increase or
          decrease  in the number of issued  shares of Common  Stock;  provided,
          however,  that any fractional  shares  resulting from such  adjustment
          shall be eliminated.

               (2) In the event of the proposed  dissolution  or  liquidation of
          the Corporation, in the event of any corporate separation or division,
          including, but not limited to, split-up,  split-off or spin-off, or in
          the event of a merger or consolidation of the Corporation with another
          corporation,  the Committee may provide that the holder of each Option
          then exercisable  shall have the right to exercise such Option (at its
          then Option  Price)  solely for the kind and amount of shares of stock
          and  other  securities,  property,  cash  or any  combination  thereof
          receivable upon such dissolution, liquidation, or corporate separation

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          or division,  or merger or  consolidation by a holder of the number of
          shares of Common Stock for which such Option might have been exercised
          immediately  prior  to such  dissolution,  liquidation,  or  corporate
          separation or division,  or merger or consolidation;  or the Committee
          may provide,  in the  alternative,  that each Option granted under the
          Plan  shall  terminate  as of the date to be  fixed by the  Committee;
          provided,  however,  that not less than 30-days' written notice of the
          date so fixed  shall be given to each  Optionee,  who  shall  have the
          right,  during the period of 30 days  preceding such  termination,  to
          exercise  the  Options  as to all or any part of the  shares of Common
          Stock covered thereby, including shares as to which such Options would
          not  otherwise  be  exercisable;  provided,  further,  that failure to
          provide  such notice  shall not  invalidate  or affect the action with
          respect to which such notice was required.

               (3) If while  unexercised  Options remain  outstanding  under the
          Plan,  the  stockholders  of  the  Corporation  approve  a  definitive
          agreement to merge or consolidate the Corporation with or into another
          corporation  or to sell or otherwise  dispose of all or  substantially
          all of its assets, or adopt a plan of liquidation (each,  "Disposition
          Transaction"),   then  the  Committee  may  (a)  make  an  appropriate
          adjustment  to the number and class of shares  available  for options,
          and to the amount and kind of shares or other  securities  or property
          (including cash)  receivable upon exercise of any outstanding  options
          after the effective date of such  transaction,  and the price thereof,
          or, in lieu of such  adjustment,  provide for the  cancellation of all
          options  outstanding  at or  prior  to  the  effective  date  of  such
          transaction;  (b) provide that  exercisability of all Options shall be
          accelerated,  whether  or  not  otherwise  exercisable,  or (c) in its
          discretion,  permit  Optionees  to surrender  outstanding  options for
          cancellation; provided, however, that if the stockholders approve such
          Disposition  Transaction  within five years of the date of adoption of
          this Plan and before the  Corporation  is taken public,  the Committee
          shall provide for the alternative in (b) above.  Upon any cancellation
          of an outstanding Option pursuant to this Section,  the Optionee shall
          be entitled to receive, in exchange therefor, a cash payment under any
          such Option in an amount per share  determined by the Committee in its
          sole  discretion,  but not less than the  difference  between  the per
          share  exercise  price of such Option and the Fair  Market  Value of a
          share of the  Corporation  Common Stock on such date as the  Committee
          shall determine.

               (4) Paragraphs (2) and (3) of this Section 7.9 shall not apply to
          a merger or  consolidation  in which the  Corporation is the surviving
          corporation  and  shares of Common  Stock  are not  converted  into or
          exchanged for stock, securities of any other corporation,  cash or any
          other thing of value.  Notwithstanding the preceding sentence, in case
          of any  consolidation  or  merger  of  another  corporation  into  the
          Corporation in which the Corporation is the surviving  corporation and
          in which there is a reclassification  or change (including a change to
          the right to receive  cash or other  property) of the shares of Common

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          Stock  (other than a change in par value,  or from par value to no par
          value, or as a result of a subdivision or  combination,  but including
          any  change  in such  shares  into two or more  classes  or  series of
          shares), the Committee may provide that the holder of each Option then
          exercisable  shall have the right to exercise  such Option  solely for
          the kind and amount of shares of stock and other securities (including
          those  of any new  direct  or  indirect  parent  of the  Corporation),
          property,  cash  or  any  combination  thereof  receivable  upon  such
          reclassification, change, consolidation or merger by the holder of the
          number of shares of Common stock for which such Option might have been
          exercised.

               (5)  In  the  event  of a  change  in  the  Common  Stock  of the
          Corporation as presently  constituted  which is limited to a change of
          all of its  authorized  shares  with par value into the same number of
          shares  with a different  par value or without  par value,  the shares
          resulting  from any such change shall be deemed to be the Common Stock
          within the meaning of the Plan.

               (6) To the extent that the foregoing  adjustments relate to stock
          or securities of the Corporation,  such  adjustments  shall be made by
          the  Committee,  whose  determination  in that respect shall be final,
          binding and  conclusive,  provided  that each  Incentive  Stock Option
          granted  pursuant  to this Plan shall not be adjusted in a manner that
          causes  such  option to fail to  continue  to qualify as an  Incentive
          Stock Option within the meaning of IRC section 422A.

               (7) Except as  hereinbefore  expressly  provided in this  Section
          7.9, the Optionee shall have no rights by reason of any subdivision or
          consolidation  of shares of stock or any class or the  payment  of any
          stock  dividend  or any other  increase  or  decrease in the number of
          shares  of  stock  of any  class  or by  reason  of  any  dissolution,
          liquidation,  merger,  or consolidation or spin-off of assets or stock
          of another corporation;  and any issue by the Corporation of shares of
          stock of any  class  shall not  affect,  and no  adjustment  by reason
          thereof  shall be made with  respect to, the number or price of shares
          of Common Stock subject to the Option. The grant of an Option pursuant
          to the Plan  shall  not  affect  in any way the  right or power of the
          Corporation to make adjustments, reclassifications, reorganizations or
          changes  of its  capital  or  business,  structures  or to merge or to
          consolidate or to dissolve, liquidate or sell, or transfer all or part
          of its business or assets.

          7.10.  Rights of a  Shareholder.  An  Optionee or a  transferee  of an
Option shall have no rights as a shareholder  with respect to any shares covered
by the Option until the date of the issuance of a  certificate  evidencing  such
shares.  No adjustment shall be made for dividends  (ordinary or  extraordinary,
whether in cash,  securities or other  property) or distribution of other rights
for  which the  record  date is prior to the date such  certificate  is  issued,
except as provided in Section 7.9 hereof.

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          7.11. Other  Provisions.  The Option  Agreements  authorized under the
Plan shall contain such other provisions, including, without limitation, (a) the
imposition of restrictions upon the exercise of an option; (b) in the case of an
Incentive  Stock Option,  the inclusion of any condition not  inconsistent  with
such Option qualifying as an Incentive Stock Option; and (c) conditions relating
to  compliance  with  applicable  federal  and  state  securities  laws,  as the
Committee shall deem advisable.

     8.  Agreement by Optionee  Regarding  Withholding  Taxes.  If the Committee
shall so require, as a condition of the exercise, each Optionee shall agree that
(a) no later than the date of exercise of any Option,  the Optionee  will pay to
the Corporation or make  arrangements  satisfactory  to the Committee  regarding
payment of any federal,  state or local taxes of any kind  required by law to be
withheld upon the exercise of such Options,  and (b) the  Corporation  shall, to
the extent permitted or required by law, have the right to deduct federal, state
and local taxes of any kind required by law to the withheld upon the exercise of
such Option from any payment of any kind otherwise due to the Optionee.

     9. Term of Plan.  Options may be granted  pursuant to the Plan from time to
time within a period of 10 years from the date the plan is adopted by the Board,
or the  date  the  Plan is  approved  by the  stockholders  of the  Corporation,
whichever is earlier.

     10.  Definitions.  As used in this Plan,  the  following  words and phrases
shall have the meaning indicated:

          (a) "Disability"  shall mean an Optionee's  inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than one year.

          (b) "Fair Market  Value" per share as of a particular  date shall mean
(i) the closing  sales price per share of Common Stock on a national  securities
exchange  for the last  preceding  date on which there was a sale of such Common
Stock on such exchange; or (ii) if the shares of Common Stock are then traded on
an over-the-counter  market, the average of the closing bid and asked prices for
the  shares  of  Common  Stock  in such  over-the-counter  market  for the  last
preceding date on which there was a sale of such Common Stock in such market; or
(iii) in case no reported  sale takes place,  the average of the closing bid and
asked  prices on the  National  Association  of  Securities  Dealers'  Automated
Quotations  System  ("NASDAQ")  or any  comparable  system,  or if the shares of
Common  stock are not listed on NASDAQ or  comparable  system,  the closing sale
price or, in case no reported  sale takes place,  the average of the closing bid
and asked  prices,  as furnished by any member of the  National  Association  of
Securities Dealers,  Inc. selected from time to time by the Corporation for that
purpose; or (iv) if the shares of Common Stock are not then listed on a national
securities exchange or traded in an  over-the-counter  market, such value as the
Committee in its discretion may determine.

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          (c) "Parent  Corporation"  shall mean any corporation  (other than the
Corporation)  in an unbroken  chain of  corporations  ending  with the  employer
corporation  if, at the time of  granting  an Option,  each of the  corporations
other than the employer  corporation  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.

          (d) "Subsidiary  Corporation"  shall mean any corporation  (other than
the  Corporation)  in an  unbroken  chain  of  corporations  beginning  with the
employer  corporation  if,  at the  time  of  granting  an  option,  each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain.

          (e) "Ten Percent  Stockholder" shall mean an optionee who, at the time
an Incentive Stock Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or of its
Parent or Subsidiary Corporations.

     11.  Amendment and  Termination of the Plan. The Board at any time and from
time to time may  suspend,  terminate,  modify  or  amend  the  Plan;  provided,
however,  that any amendment that would materially increase the aggregate number
of shares of Common Stock as to which  Options may be granted  under the Plan or
materially  increase the  benefits  accruing to  participants  under the Plan or
materially  modify the  requirements as to eligibility for  participation in the
Plan shall be subject to the approval of the holders of a majority of the Common
Stock issued and outstanding, except that any such increase or modification that
may result from  adjustments  authorized by Section 7.9 hereof shall not require
such  approval.   Except  as  provided  in  Section  7  hereof,  no  suspension,
termination,  modification  or  amendment of the Plan may  adversely  affect any
Option  previously  granted,  unless  the  written  consent of the  Optionee  is
obtained.

     12. Approval of Stockholders.  The plan shall take effect upon its adoption
by the Board of Directors but shall be subject to the approval of the holders of
a  majority  of the  issued  and  outstanding  shares  of  Common  Stock  of the
Corporation,  which approval must occur within 12 months after the date the Plan
is adopted by the Board.

     13.  Effect of  Headings.  The section and  subsection  headings  contained
herein are for convenience only and shall not affect the construction hereof.


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<PAGE>


Approved by the Board of Directors on

Approved by the Shareholders on


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Secretary



Approved by Sirrom Capital Corporation on


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Title


Approved by the Shareholders on


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Secretary


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