Exhibit 4.1

                              2005 STOCK AWARD PLAN

      1.   Purpose. The  purpose  of the 2005  Stock  Award  Plan of  Planetlink
Communications,  Inc. is to further align the interests of employees,  directors
and  non-employee  Consultants  with  those  of the  shareholders  by  providing
incentive compensation opportunities tied to the performance of the Common Stock
and by promoting  increased  ownership of the Common Stock by such  individuals.
The Plan is also  intended  to advance  the  interests  of the  Company  and its
shareholders  by  attracting,  retaining and motivating key personnel upon whose
judgment, initiative and effort the successful conduct of the Company's business
is largely dependent.

      2.   Definitions. Wherever the following capitalized terms are used in the
Plan, they shall have the meanings specified below:

           "Affiliate"  means  (i)  any  entity  that  would  be  treated  as an
"affiliate" of the Company for purposes of Rule 12b-2 under the Exchange Act and
(ii) any joint  venture  or other  entity in which the  Company  has a direct or
indirect beneficial ownership interest  representing at least one-third (1/3) of
the aggregate  voting power of the equity  interests of such entity or one-third
(1/3) of the aggregate fair market value of the equity interests of such entity,
as determined by the Committee.

           "Award" means a Stock Award granted under the Plan.

           "Award Agreement" means a  written or  electronic  agreement  entered
into  between  the  Company  and  a  Participant  setting  forth  the  terms and
conditions of an Award granted to a Participant.

           "Board" means the Board of Directors of the Company.

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

           "Common Stock" means the Company's common stock, $0.001 par value per
share.

           "Committee" means the  Compensation  Committee of the Board,  or such
other  committee of the Board  appointed by the Board to administer the Plan, or
if no such committed exists, the entire Board.

           "Company"  means   Planetlink   Communications,   Inc.,   a   Georgia
corporation.

           "Consultant" means any person which is a consultant or advisor to the
Company and which is a natural person and who provides bona fide services to the
Company  which are not in  connection  with the offer or sale of securities in a
capital-raising  transaction for the Company,  and do not directly or indirectly
promote or maintain a market for the Company's securities.

           "Date of  Grant" means  the date on which an Award  under the Plan is
made by the Committee, or such later date as the Committee may specify to be the
effective date of an Award.

           "Disability" means a Participant  being considered  "disabled" within
the meaning of Section  409A(a)(2)(C) of the Code, unless otherwise  provided in
an Award Agreement.

           "Eligible  Person" means any person who is an employee of the Company
or any Affiliate or any person to whom an offer of  employment  with the Company
or any Affiliate is extended, as determined by the Committee,  or any person who
is a Non-Employee Director, or any person who is Consultant to the Company.

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

           "Fair Market  Value"  means the mean  between  the highest and lowest
reported  sales  prices  of the  Common  Stock  on the New York  Stock  Exchange
Composite  Tape or,  if not  listed  on such  exchange,  on any  other  national
securities  exchange  on which the  Company's  common  stock is listed or on The
Nasdaq  Stock  Market,  or, if not so listed  on any other  national  securities
exchange or The Nasdaq  Stock  Market,  then the average of the bid price of the
Company's  common  stock  during the last five  trading days on the OTC Bulletin
Board immediately  preceding the last trading day prior to the date with respect
to which the Fair Market  Value is to be  determined.  If the  Company's  common
stock is not then  publicly  traded,  then the Fair  Market  Value of the Common
Stock shall be the book value of the Company per share as determined on the last
day of March, June, September,  or December in any year closest to the date when
the  determination  is to be made.  For the  purpose of  determining  book value
hereunder,  book value shall be determined by adding as of the  applicable  date
called for herein the capital,  surplus,  and undivided  profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall be divided by the number of shares of the  Company's  common  stock
outstanding as of said date, and the quotient thus obtained shall  represent the
book value of each share of the Company's common stock.


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           "Non-Employee Director"  means any  member of the Board who is not an
employee of the Company.

           "Participant"  means  any Eligible  Person who holds  an  outstanding
Award under the Plan.

           "Plan" means Planetlink Communications, Inc.,  2005 Stock Award  Plan
as set forth herein, as amended from time to time.

           "Service" means a  Participant's  employment  with the Company or any
Affiliate  or a  Participant's  service  as a  Non-Employee  Director  with  the
Company, as applicable.

           "Stock  Award" means a grant of shares of Common Stock to an Eligible
Person under Section 10 hereof that are issued free of transfer restrictions and
forfeiture conditions.

      3.   Administration.

      3.1  Committee  Members.  The Plan shall be  administered  by a  Committee
comprised of one or more members of the Board.

      3.2  Committee  Authority.  The  Committee  shall  have  such  powers  and
authority as may be necessary or appropriate  for the Committee to carry out its
functions as described in the Plan.  Subject to the express  limitations  of the
Plan,  the  Committee  shall have  authority in its  discretion to determine the
Eligible Persons to whom, and the time or times at which, Awards may be granted,
the number of shares,  units,  or other  rights  subject to each Award,  base or
purchase  price of an Award (if any),  the time or times at which an Award  will
become  vested or payable,  the  performance  goals and other  conditions  of an
Award, the duration of the Award,  and all other terms of the Award.  Subject to
the terms of the Plan, the Committee shall have the authority to amend the terms
of an Award in any manner that is not inconsistent with the Plan,  provided that
no such action shall adversely  affect the rights of a Participant  with respect
to an outstanding Award without the Participant's  consent.  The Committee shall
also  have  discretionary  authority  to  interpret  the Plan,  to make  factual
determinations under the Plan, and to make all other determinations necessary or
advisable for Plan administration, including, without limitation, to correct any
defect,  to supply any omission or to reconcile any inconsistency in the Plan or
any Award Agreement hereunder.  The Committee may prescribe,  amend, and rescind
rules and regulations relating to the Plan. The Committee's determinations under
the Plan need not be uniform and may be made by the Committee  selectively among
Participants  and Eligible  Persons,  whether or not such persons are  similarly
situated.  The Committee  shall, in its discretion,  consider such factors as it
deems relevant in making its  interpretations,  determinations and actions under
the Plan including,  without  limitation,  the  recommendations or advice of any
officer or employee of the Company or such attorneys,  consultants,  accountants
or other  advisors as it may select.  All  interpretations,  determinations  and
actions  by the  Committee  shall be final,  conclusive,  and  binding  upon all
parties.

      3.3 Delegation of Authority. The Committee shall have the right, from time
to time, to delegate to one or more officers of the Company the authority of the
Committee to grant and  determine  the terms and  conditions  of Awards  granted
under  the  Plan,  subject  to the  requirements  of state  law and  such  other
limitations  as the  Committee  shall  determine.  In no  event  shall  any such
delegation  of authority  be permitted  with respect to Awards to any members of
the Board or to any  Eligible  Person who is  subject  to Rule  16b-3  under the
Exchange  Act or  Section  162(m)  of the  Code.  The  Committee  shall  also be
permitted to delegate,  to any  appropriate  officer or employee of the Company,
responsibility for performing certain  ministerial  functions under the Plan. In
the event that the  Committee's  authority is delegated to officers or employees
in accordance  with the  foregoing,  all  provisions of the Plan relating to the
Committee  shall be  interpreted  in a manner  consistent  with the foregoing by
treating any such  reference as a reference to such officer or employee for such
purpose. Any action undertaken in accordance with the Committee's  delegation of
authority  hereunder  shall have the same force and effect as if such action was
undertaken directly by the Committee and shall be deemed for all purposes of the
Plan to have been taken by the Committee.

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      4.   Shares Subject to the Plan.

      4.1  Maximum Share Limitations.  The maximum aggregate number of shares of
Common Stock that may be issued and sold under all Awards granted under the Plan
shall be 45 million (45,000,0000) shares. Shares of Common Stock issued and sold
under the Plan may be either  authorized  but unissued  shares or shares held in
the Company's  treasury.  To the extent that any Award involving the issuance of
shares of Common  Stock is  forfeited,  cancelled,  returned  to the Company for
failure to satisfy  vesting  requirements  or other  conditions of the Award, or
otherwise  terminates  without an issuance of shares of Common  Stock being made
thereunder, the shares of Common Stock covered thereby will no longer be counted
against the foregoing maximum share limitations and may again be made subject to
Awards  under the Plan  pursuant  to such  limitations.  Any Awards or  portions
thereof  that are settled in cash and not in shares of Common Stock shall not be
counted against the foregoing  maximum share  limitations.  At no time shall the
total number of shares provided for under the Plan exceed 30 percent of the then
issued outstanding shares of the Company's Common Stock.

      4.2  Adjustments.  If there  shall  occur any change  with  respect to the
outstanding   shares  of  Common  Stock  by  reason  of  any   recapitalization,
reclassification,  stock dividend,  extraordinary dividend, stock split, reverse
stock split or other distribution with respect to the shares of Common Stock, or
any  merger,  reorganization,  consolidation,  combination,  spin-off  or  other
similar  corporate  change,  or any other change affecting the Common Stock, the
Committee  may,  in the manner and to the extent that it deems  appropriate  and
equitable to the  Participants  and consistent with the terms of the Plan, cause
an adjustment to be made in (i) the maximum  number and kind of shares  provided
in Section 4.1 hereof,  (ii) the number and kind of shares of Common  Stock,  or
other rights subject to then outstanding Awards, (iii) base price for each share
or other right subject to then outstanding  Awards,  and (iv) any other terms of
an Award that are affected by the event.

      5.   Participation and Awards.

      5.1  Designations of Participants. All Eligible Persons are eligible to be
designated by the Committee to receive Awards and become  Participants under the
Plan.  The  Committee has the  authority,  in its  discretion,  to determine and
designate from time to time those Eligible Persons who are to be granted Awards,
the types of Awards to be granted,  and the number of shares of Common  Stock or
units subject to Awards granted under the Plan. In selecting Eligible Persons to
be  Participants  and in determining the type and amount of Awards to be granted
under the Plan,  the Committee  shall consider any and all factors that it deems
relevant or appropriate.

      5.2  Determination of Awards.  The Committee shall determine the terms and
conditions  of all  Awards  granted  to  Participants  in  accordance  with  its
authority under Section 3.2 hereof. An Award may consist of one type of right or
benefit hereunder or of two or more such rights or benefits granted in tandem or
in the  alternative.  In the case of any fractional share or unit resulting from
the grant,  vesting,  payment or crediting of dividends or dividend  equivalents
under an Award,  the  Committee  shall have the  discretionary  authority to (i)
disregard such fractional  share or unit,  (ii) round such  fractional  share or
unit to the nearest  lower or higher whole share or unit,  or (iii) convert such
fractional  share or unit into a right to receive a cash payment.  To the extent
deemed  necessary  by the  Committee,  an Award shall be  evidenced  by an Award
Agreement as described in Section 9.1 hereof.

      6.   Stock Awards.

      6.1  Grant of Stock  Awards. A Stock Award may be granted to any  Eligible
Person  selected  by the  Committee.  A Stock  Award  may be  granted  for  past
services,   in  lieu  of  bonus  or  other  cash  compensation,   as  directors'
compensation,  or for any other valid purpose as determined by the Committee.  A
Stock Award granted to an Eligible Person represents shares of Common Stock that
are issued without restrictions on transfer and other incidents of ownership and
free of forfeiture conditions,  except as otherwise provided in the Plan and the
Award Agreement.  The Committee may, in connection with any Stock Award, require
the payment of a specified purchase price.

      6.2  Rights as  Shareholder. Subject to the  foregoing  provisions of this
Section 6 and the applicable  Award  Agreement,  upon the issuance of the Common
Stock under a Stock Award the Participant shall have all rights of a shareholder
with  respect to the  shares of Common  Stock,  including  the right to vote the
shares and  receive  all  dividends  and other  distributions  paid or made with
respect thereto.

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      7.  Change in Control.

      7.1  Effect of Change in Control. Except to the extent an Award  Agreement
provides for a different  result (in which case the Award  Agreement will govern
and  this  Section  7 of the  Plan  shall  not be  applicable),  notwithstanding
anything elsewhere in the Plan or any rules adopted by the Committee pursuant to
the Plan to the contrary,  if a Triggering Event shall occur within the 12-month
period  beginning  with a Change in  Control  of the  Company,  then,  effective
immediately prior to such Triggering  Event, (i) each outstanding  Award, to the
extent that it shall not  otherwise  have  become  vested,  shall  automatically
become fully and immediately  vested without regard to any otherwise  applicable
vesting requirement.

      7.2  Definitions

            (a) Cause. For purposes of this Section 7, the term "Cause" shall
      mean a determination by the Committee that a Participant (i) has been
      convicted of, or entered a plea of nolo contendere to, a crime that
      constitutes a felony under Federal or state law, (ii) has engaged in
      willful gross misconduct in the performance of the Participant's duties to
      the Company or an Affiliate or (iii) has committed a material breach of
      any written agreement with the Company or any Affiliate with respect to
      confidentiality, noncompetition, nonsolicitation or similar restrictive
      covenant. Subject to the first sentence of Section 7.1 hereof, in the
      event that a Participant is a party to an employment agreement with the
      Company or any Affiliate that defines a termination on account of "Cause"
      (or a term having similar meaning), such definition shall apply as the
      definition of a termination on account of "Cause" for purposes hereof, but
      only to the extent that such definition provides the Participant with
      greater rights. A termination on account of Cause shall be communicated by
      written notice to the Participant, and shall be deemed to occur on the
      date such notice is delivered to the Participant.

            (b) Change in Control. For purposes of this Section 7, a "Change in
      Control" shall be deemed to have occurred upon any of the following:

                  (i) the occurrence of an acquisition by any individual, entity
            or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
            Exchange Act) (a "Person") of beneficial ownership (within the
            meaning of Rule 13d-3 promulgated under the Exchange Act) of a
            percentage of the combined voting power of the then outstanding
            voting securities of the Company entitled to vote generally in the
            election of directors (the "Company Voting Securities") (but
            excluding (1) any acquisition directly from the Company (other than
            an acquisition by virtue of the exercise of a conversion privilege
            of a security that was not acquired directly from the Company), (2)
            any acquisition by the Company or an Affiliate and (3) any
            acquisition by an employee benefit plan (or related trust) sponsored
            or maintained by the Company or any Affiliate) (an "Acquisition")
            that is thirty percent (30%) or more of the Company Voting
            Securities;

                  (ii) at any time during a period of two (2) consecutive years
            or less, individuals who at the beginning of such period constitute
            the Board (and any new directors whose election by the Board or
            nomination for election by the Company's shareholders was approved
            by a vote of at least two-thirds (2/3) of the directors then still
            in office who either were directors at the beginning of the period
            or whose election or nomination for election was so approved) cease
            for any reason (except for death, Disability or voluntary
            retirement) to constitute a majority thereof;

                  (iii) an Acquisition that is fifty percent (50%) or more of
            the Company Voting Securities;

                  (iv) the consummation of a merger, consolidation,
            reorganization or similar corporate transaction, whether or not the
            Company is the surviving company in such transaction, other than a
            merger, consolidation, or reorganization that would result in the
            Persons who are beneficial owners of the Company Voting Securities
            outstanding immediately prior thereto continuing to beneficially
            own, directly or indirectly, in substantially the same proportions,
            at least fifty percent (50%) of the combined voting power of the
            Company Voting Securities (or the voting securities of the surviving
            entity) outstanding immediately after such merger, consolidation or
            reorganization;

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                  (v) the sale or other disposition of all or substantially all
            of the assets of the Company;

                  (vi) the approval by the shareholders of the Company of a
            complete liquidation or dissolution of the Company; or

                  (vii) the occurrence of any transaction or event, or series of
            transactions or events, designated by the Board in a duly adopted
            resolution as representing a change in the effective control of the
            business and affairs of the Company, effective as of the date
            specified in any such resolution.

            (c) Constructive Termination. For purposes of this Section 7, a
      "Constructive Termination" shall mean a termination of employment by a
      Participant within sixty (60) days following the occurrence of any one or
      more of the following events without the Participant's written consent (i)
      any reduction in position, title (for Vice Presidents or above), overall
      responsibilities, level of authority, level of reporting (for Vice
      Presidents or above), base compensation, annual incentive compensation
      opportunity, aggregate employee benefits or (ii) a request that the
      Participant's location of employment be relocated by more than fifty (50)
      miles. Subject to the first sentence of Section 7.1 hereof, in the event
      that a Participant is a party to an employment agreement with the Company
      or any Affiliate (or a successor entity) that defines a termination on
      account of "Constructive Termination," "Good Reason" or "Breach of
      Agreement" (or a term having a similar meaning), such definition shall
      apply as the definition of "Constructive Termination" for purposes hereof
      in lieu of the foregoing, but only to the extent that such definition
      provides the Participant with greater rights. A Constructive Termination
      shall be communicated by written notice to the Committee, and shall be
      deemed to occur on the date such notice is delivered to the Committee,
      unless the circumstances giving rise to the Constructive Termination are
      cured within five (5) days of such notice.

            (d) Triggering Event. For purposes of this Section 7, a "Triggering
      Event" shall mean (i) the termination of Service of a Participant by the
      Company or an Affiliate (or any successor thereof) other than on account
      of death, Disability or Cause, (ii) the occurrence of a Constructive
      Termination or (iii) any failure by the Company (or a successor entity) to
      assume, replace, convert or otherwise continue any Award in connection
      with the Change in Control (or another corporate transaction or other
      change effecting the Common Stock) on the same terms and conditions as
      applied immediately prior to such transaction, except for equitable
      adjustments to reflect changes in the Common Stock pursuant to Section 4.2
      hereof.

      7.3  Excise Tax Limit.  In the event that the  vesting of Awards  together
with all other payments and the value of any benefit  received or to be received
by a Participant  would result in all or a portion of such payment being subject
to the excise tax under Section 4999 of the Code, then the Participant's payment
shall be either  (i) the full  payment  or (ii) such  lesser  amount  that would
result in no portion of the payment  being  subject to excise tax under  Section
4999 of the Code (the "Excise Tax"), whichever of the foregoing amounts,  taking
into account the applicable  Federal,  state, and local employment taxes, income
taxes,  and the Excise  Tax,  results in the receipt by the  Participant,  on an
after-tax basis, of the greatest amount of the payment  notwithstanding that all
or some  portion of the payment may be taxable  under  Section 4999 of the Code.
All  determinations  required  to be made under this  Section 7 shall be made by
Russell Bedford Stefanou  Mirchandani,  LLP, or any other recognized  accounting
firm  which is the  Company's  outside  auditor  immediately  prior to the event
triggering  the  payments  that are  subject to the Excise Tax (the  "Accounting
Firm").  The  Company  shall  cause  the  Accounting  Firm to  provide  detailed
supporting   calculations  of  its   determinations   to  the  Company  and  the
Participant.  All fees and expenses of the Accounting Firm shall be borne solely
by  the  Company.  The  Accounting  Firm's  determinations  must  be  made  with
substantial  authority (within the meaning of Section 6662 of the Code). For the
purposes of all calculations  under Section 280G of the Code and the application
of this Section 7.3, all  determinations as to present value shall be made using
120 percent of the applicable  Federal rate (determined under Section 1274(d) of
the Code) compounded semiannually, as in effect on December 30, 2004.

      8. Forfeirture Events.

      8.1 General.  The Committee may specify in an Award  Agreement at the time
of the Award that the Participant's  rights,  payments and benefits with respect
to  an  Award  shall  be  subject  to  reduction,  cancellation,  forfeiture  or
recoupment upon the occurrence of certain  specified  events, in addition to any
otherwise applicable vesting or performance  conditions of an Award. Such events
shall  include,  but shall not be limited to,  termination of Service for cause,
violation   of   material   Company   policies,    breach   of   noncompetition,
confidentiality   or  other   restrictive   covenants  that  may  apply  to  the
Participant,  or other conduct by the  Participant  that is  detrimental  to the
business or reputation of the Company.

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      8.2 Termination for Cause.  Unless otherwise provided by the Committee and
set forth in an Award Agreement, if a Participant's  employment with the Company
or any  Affiliate  shall be terminated  for cause,  the Company may, in its sole
discretion,  immediately  terminate  such  Participant's  right  to any  further
payments or vesting  with respect to any Award in its  entirety.  In the event a
Participant is party to an employment (or similar) agreement with the Company or
any Affiliate  that defines the term "cause,"  such  definition  shall apply for
purposes of the Plan. The Company shall have the power to determine  whether the
Participant  has  been  terminated  for  cause  and the  date  upon  which  such
termination for cause occurs. Any such determination shall be final,  conclusive
and binding upon the Participant.  In addition,  if the Company shall reasonably
determine  that a Participant  has committed or may have committed any act which
could  constitute the basis for a termination of such  Participant's  employment
for cause,  the  Company may  suspend  the  Participant's  rights to receive any
payment or vest in any right with respect to any Award  pending a  determination
by the Company of whether an act has been committed  which could  constitute the
basis for a termination for "cause" as provided in this Section 8.2.

      9.   General Provisions.

      9.1  Award Agreement. To the extent deemed necessary by the Committee,  an
Award under the Plan shall be  evidenced  by an Award  Agreement in a written or
electronic form approved by the Committee  setting forth the number of shares of
Common Stock or units subject to the Award, the base price, or purchase price of
the Award,  if any,  the time or times at which an Award will  become  vested or
payable and the term of the Award.  The Award  Agreement  may also set forth the
effect on an Award of  termination of Service under certain  circumstances.  The
Award Agreement shall be subject to and incorporate,  by reference or otherwise,
all of the  applicable  terms and conditions of the Plan, and may also set forth
other  terms  and  conditions  applicable  to the  Award  as  determined  by the
Committee  consistent  with the  limitations  of the Plan. The grant of an Award
under the Plan shall not confer any rights  upon the  Participant  holding  such
Award other than such terms, and subject to such conditions, as are specified in
the Plan as being  applicable to such type of Award (or to all Awards) or as are
expressly set forth in the Award  Agreement.  The Committee need not require the
execution of an Award Agreement by a Participant,  in which case,  acceptance of
the Award by the Participant  shall  constitute  agreement by the Participant to
the terms,  conditions,  restrictions  and limitations set forth in the Plan and
the Award Agreement as well as the  administrative  guidelines of the Company in
effect from time to time.

      9.2  No Assignment or Transfer; Beneficiaries. Awards under the Plan shall
not be assignable or transferable by the  Participant,  except by will or by the
laws of  descent  and  distribution,  and shall not be  subject in any manner to
assignment,  alienation,  pledge,  encumbrance  or charge.  Notwithstanding  the
foregoing, the Committee may provide in the terms of an Award Agreement that the
Participant shall have the right to designate a beneficiary or beneficiaries who
shall be entitled to any rights,  payments or other benefits  specified under an
Award following the Participant's death.

      9.3  Deferrals of Payment. The Committee  may in its  discretion  permit a
Participant  to defer the  receipt of payment of cash or  delivery  of shares of
Common  Stock that would  otherwise be due to the  Participant  by virtue of the
satisfaction  of vesting or other  conditions  with respect to an Award.  If any
such deferral is to be permitted by the Committee, the Committee shall establish
rules and  procedures  relating to such deferral in a manner  intended to comply
with  the  requirements  of  Section  409A  of  the  Code,  including,   without
limitation,  the time when an election to defer may be made,  the time period of
the deferral and the events that would result in payment of the deferred amount,
the interest or other  earnings  attributable  to the deferral and the method of
funding, if any, attributable to the deferred amount.

      9.4  Rights as Shareholder. A Participant shall have no rights as a holder
of shares of Common Stock with respect to any unissued  securities covered by an
Award  until  the date the  Participant  becomes  the  holder  of record of such
securities.  Except as provided in Section 4.2 hereof,  no  adjustment  or other
provision shall be made for dividends or other shareholder rights, except to the
extent  that the Award  Agreement  provides  for  dividend  payments or dividend
equivalent rights.

      9.5  Employment or Service. Nothing in the Plan, in the grant of any Award
or in any Award  Agreement  shall confer upon any  Eligible  Person any right to
continue in the Service of the Company or any of its Affiliates, or interfere in
any way with the right of the Company or any of its  Affiliates to terminate the
Participant's  employment  or other service  relationship  for any reason at any
time.

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      9.6  Securities  Laws.  No  shares  of  Common  Stock  will be  issued  or
transferred   pursuant  to  an  Award  unless  and  until  all  then  applicable
requirements  imposed by Federal and state  securities and other laws, rules and
regulations  and by any  regulatory  agencies  having  jurisdiction,  and by any
exchanges  upon which the shares of Common Stock may be listed,  have been fully
met. As a condition precedent to the issuance of shares pursuant to the grant of
an Award, the Company may require the Participant to take any reasonable  action
to meet such  requirements.  The  Committee  may impose such  conditions  on any
shares  of  Common  Stock  issuable  under  the Plan as it may  deem  advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended,  under the  requirements  of any exchange upon which such shares of the
same  class are then  listed,  and under any blue sky or other  securities  laws
applicable to such shares.  The Committee  may also require the  Participant  to
represent  and warrant at the time of  issuance  or transfer  that the shares of
Common Stock are being  acquired  only for  investment  purposes and without any
current intention to sell or distribute such shares.

      9.7  Tax Withholding. The Participant  shall be responsible for payment of
any taxes or similar charges  required by law to be withheld from an Award or an
amount paid in satisfaction of an Award,  which shall be paid by the Participant
on or prior to the  payment  or other  event that  results in taxable  income in
respect of an Award.  The Award  Agreement  may  specify the manner in which the
withholding obligation shall be satisfied with respect to the particular type of
Award.

      9.8  Unfunded Plan. The adoption of the Plan and any reservation of shares
of Common  Stock or cash  amounts by the Company to  discharge  its  obligations
hereunder  shall not be deemed  to create a trust or other  funded  arrangement.
Except upon the issuance of Common Stock  pursuant to an Award,  any rights of a
Participant under the Plan shall be those of a general unsecured creditor of the
Company, and neither a Participant nor the Participant's  permitted  transferees
or estate  shall have any other  interest in any assets of the Company by virtue
of the Plan.  Notwithstanding the foregoing, the Company shall have the right to
implement  or set aside funds in a grantor  trust,  subject to the claims of the
Company's creditors or otherwise, to discharge its obligations under the Plan.

      9.9  Other Compensation  and Benefit Plans. The adoption of the Plan shall
not affect any other share incentive or other  compensation  plans in effect for
the Company or any  Affiliate,  nor shall the Plan  preclude  the  Company  from
establishing any other forms of share incentive or other compensation or benefit
program  for  employees  of the  Company  or any  Affiliate.  The  amount of any
compensation  deemed to be received by a Participant  pursuant to an Award shall
not constitute includable compensation for purposes of determining the amount of
benefits to which a  Participant  is entitled  under any other  compensation  or
benefit  plan or program  of the  Company or an  Affiliate,  including,  without
limitation,  under any pension or severance  benefits plan, except to the extent
specifically provided by the terms of any such plan.

      9.10 Plan  Binding on  Transferees.  The Plan  shall be  binding  upon the
Company,  its transferees and assigns,  and the Participant,  the  Participant's
executor, administrator and permitted transferees and beneficiaries.

      9.11  Severability.  If any  provision of the Plan or any Award  Agreement
shall be  determined to be illegal or  unenforceable  by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable  in accordance  with their terms,  and all  provisions  shall remain
enforceable in any other jurisdiction.

      9.12 Foreign  Jurisdictions.  The Committee may adopt, amend and terminate
such arrangements and grant such Awards, not inconsistent with the intent of the
Plan, as it may deem necessary or desirable to comply with any tax,  securities,
regulatory or other laws of other  jurisdictions with respect to Awards that may
be subject to such laws.  The terms and  conditions of such Awards may vary from
the terms and conditions  that would otherwise be required by the Plan solely to
the extent the Committee deems necessary for such purpose.  Moreover,  the Board
may approve such  supplements  to or  amendments,  restatements  or  alternative
versions of the Plan,  not  inconsistent  with the intent of the Plan, as it may
consider  necessary or appropriate for such purposes,  without thereby affecting
the terms of the Plan as in effect for any other purpose.

      9.13 Substitute Awards in Corporate Transactions. Nothing contained in the
Plan shall be  construed  to limit the right of the  Committee  to grant  Awards
under the Plan in connection with the acquisition,  whether by purchase, merger,
consolidation or other corporate  transaction,  of the business or assets of any
corporation or other entity.  Without limiting the foregoing,  the Committee may
grant  Awards  under the Plan to an employee or director of another  corporation
who becomes an Eligible  Person by reason of any such  corporate  transaction in
substitution for awards previously granted by such corporation or entity to such
person.  The terms and  conditions  of the  substitute  Awards may vary from the
terms and conditions  that would otherwise be required by the Plan solely to the
extent the Committee deems necessary for such purpose.


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<PAGE>

      9.14 Governing Law. The Plan and all rights  hereunder shall be subject to
and  interpreted  in accordance  with the laws of the State of Georgia,  without
reference to the  principles  of conflicts of laws,  and to  applicable  Federal
securities laws.

      9.15 Financial  Statements.  All Participates  shall receive the financial
statements of the Company at least annually.

      9.16 Stockholder  Approval.  The Plan must be approved by the stockholders
by a majority of all shares entitled to vote within twelve (12) months after the
date the  Plan  was  adopted  by the  Board.  Any  securities  purchased  before
stockholder  approval is obtained shall be rescinded if stockholder  approval is
not  obtained  within  twelve (12) months  before or after the Plan was adopted.
Such  securities  shall not be counted in  determining  whether such approval is
obtained.

      10.   Effective Date; Amendment and Termination.

      10.1  Effective  Date.  The Plan  shall  become  effective  following  its
adoption  by the  Board.  The term of the Plan  shall be ten (10) years from the
date of adoption by the Board, subject to Section 10.3 hereof.

      10.2  Amendment.  The Board may  at any time and from time to  time and in
any respect,  amend or modify  the Plan.  The  Board  may seek the  approval  of
any amendment or modification  by the  Company's  shareholders to  the extent it
deems necessary or advisable in  its discretion for  purposes of compliance with
Section 162(m) or Section 422 of the Code, or exchange or  securities  market or
for any other purpose.  No amendment or modification of the Plan shall adversely
affect any  Award  theretofore  granted  without the consent of the  Participant
or the permitted transferee of the Award.

      10.3 Termination. The Plan shall terminate on the tenth anniversary of the
date of its adoption by the Board.  The Board may, in its  discretion and at any
earlier date, terminate the Plan.  Notwithstanding the foregoing, no termination
of the Plan shall  adversely  affect any Award  theretofore  granted without the
consent of the Participant or the permitted transferee of the Award.


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