================================================================

                  LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

                                 by and between


                              ABRAMS RIVERSIDE, LLC


                                       and


                                NATIONSBANK, N.A.


                          Dated as of November 1, 1997

    ================================================================



<PAGE>
                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                      <C>
Article           Definitions........................................................................    1

Section 1.1       Definitions........................................................................    1

Section 1.2       General............................................................................    9

Article 2.        Amount and Terms of the Letter of Credit...........................................   10

Section 2.1       Issuance of the Letter of Credit...................................................   10

Section 2.2       Reimbursement Obligation...........................................................   10

Section 2.3       Letter of Credit Commission........................................................   10

Section 2.4       Payments and Computations..........................................................   11

Section 2.5       Obligations Absolute...............................................................   12

Section 2.6       Commercial Practices...............................................................   12

Section 2.7       Increased Costs....................................................................   13

Section 2.8       Payments Net of Taxes, Etc.........................................................   13

Section 2.9       AGREEMENT REGARDING INTEREST AND CHARGES...........................................   14

Section 2.10      Evidence of Obligations............................................................   14

Section 2.11      Extension of Stated Expiration Date................................................   15

Section 2.12      Alternate Letter of Credit.........................................................   15

Section 2.13      Remarketing........................................................................   15

Article 3.        Conditions of Issuance.............................................................   16

Section 3.1       Condition Precedent to Issuance of the Letter of Credit............................   16

Section 3.2       Additional Conditions Precedent to Issuance of the Letter of Credit................   22



<PAGE>

Section 3.3       Covenant to Deliver................................................................   22

Section 3.4       Conditions Precedent to Approval of Requisitions and Related Matters...............   23

Article 4.        Representations and Warranties.....................................................   28

Section 4.1       Representations and Warranties of the Company......................................   28

Section 4.2       Survival of  Representations and Warranties........................................   32

Article 5.        Affirmative Covenants..............................................................   32

Section 5.1       Preservation of Existence and Similar Matters......................................   32

Section 5.2       Compliance with Applicable Law.....................................................   32

Section 5.3       Maintenance of Property............................................................   32

Section 5.4       Conduct of Business................................................................   32

Section 5.5       Insurance..........................................................................   33

Section 5.6       Payment of Taxes and Claims........................................................   33

Section 5.7       Accounting Methods and Financial Records...........................................   33

Section 5.8       Visits and Inspections.............................................................   33

Section 5.9       Remarketing Agent, Underwriter and Trustee.........................................   33

Section 5.10      Environmental Law Compliance.......................................................   34

Section 5.11      Registration of Bonds..............................................................   34

Section 5.12      Financial Covenants................................................................   34

Article 6         Information........................................................................   35

Section 6.1       Information........................................................................   35

Article 7.        Negative Covenants.................................................................   37

Section 7.1       Indebtedness for Borrowed Money....................................................   37

Section 7.2       Guaranties.........................................................................   37

                                                  - 5 -


<PAGE>
Section 7.3       Investments........................................................................   37

Section 7.4       Liens ............................................................................    37

Section 7.5       Merger, Consolidation and Sale of Assets...........................................   37

Section 7.6       Transaction with Affiliates........................................................   37

Section 7.7       Plans ................................................................................38

Section 7.8       Loans.................................................................................38

Section 7.9       Change of Name; Change of Address of
                  Chief Executive Office or Principal Place
                  of Business in Georgia.............................................................   38

Section 7.10      Judgment...........................................................................   38

Section 7.11      Attachment.........................................................................   38

Article 8.        Default............................................................................   38

Section 8.1       Events of Default..................................................................   38

Section 8.2       Remedies...........................................................................   40

Section 8.3       Additional Rights..................................................................   41

Section 8.4       Cash Collateral Account............................................................   41

Article 9.        Miscellaneous......................................................................   43

Section 9.1       Notices............................................................................   43

Section 9.2       Fees and Expenses..................................................................   44

Section 9.3       Litigation.........................................................................   45

Section 9.4       Right of Set Off...................................................................   46

Section 9.5       Indemnification....................................................................   47

Section 9.6       Amendments.........................................................................   48

Section 9.7       Survival...........................................................................   48

Section 9.8       Titles and Captions................................................................   48

Section 9.9       Severability of Provisions.........................................................   48

                                                 -6-


<PAGE>
Section 9.10      GOVERNING LAW......................................................................   49

Section 9.11      Assignment.........................................................................   49

Section 9.12      Participations.....................................................................   49

Section 9.13      Further Assurances.................................................................   49

Section 9.14      Counterparts.......................................................................   49

Section 9.15      ENTIRE AGREEMENT...................................................................   50
</TABLE>



EXHIBIT A         Form of Letter of Credit
EXHIBIT B         Form of Pledge Agreement
EXHIBIT C         Form of Extension Request
EXHIBIT D         Form of Opinion of Counsel
EXHIBIT E         Development Cost Breakdown
EXHIBIT F         Amortization Schedule


                                                 - 7 -


<PAGE>
         LETTER OF CREDIT AND REIMBURSEMENT  AGREEMENT,  dated as of November 1,
1997, by and between ABRAMS RIVERSIDE,  LLC, a Georgia limited liability company
(the "Company"), and NATIONSBANK, N.A. (the "Bank").

         WHEREAS, the Development  Authority of Douglas County (the "Issuer") is
to issue  $11,000,000 in aggregate  principal  amount of its Taxable  Industrial
Development  Revenue Bonds (Abrams  Riverside,  LLC Project),  Series 1997, (the
"Bonds"),  pursuant  to a Trust  Indenture,  dated as of  November  1, 1997 (the
"Indenture"),  by and  between  the Issuer and  AmSouth  Bank,  as trustee  (the
"Trustee"),  for the purpose of  financing  the  acquisition,  construction  and
equipping of a facility for the  manufacturing of store fixtures,  bank fixtures
and  display  units for retail  outlets,  to be owned by the  Company  and to be
leased to and operated by Abrams Fixture  Corporation,  a corporation  organized
under the laws of the State of Georgia;

         WHEREAS,  pursuant  to the  terms  of a Lease  Agreement,  dated  as of
November 1, 1997 (the  "Agreement"),  by and between the Issuer and the Company,
the Issuer has leased  the  Project to the  Company  and has agreed to allow the
Company to use the  proceeds  received  by the Issuer  from the  issuance of the
Bonds to finance the Project and the Company has agreed to pay amounts under the
Agreement  to the  Issuer at such  times and in such  amounts  as  necessary  to
provide for the payment of the principal  of,  premium (if any) and interest on,
and the purchase price of, the Bonds when due;

         WHEREAS,  in order to fulfill the  requirements  of the Indenture,  the
Company has requested that the Bank issue an irrevocable,  direct-pay  letter of
credit for the benefit of the Trustee  and for the  account of the  Company,  to
provide a credit  facility  for payment of the  principal of and interest on the
Bonds on the scheduled due dates and upon  redemption or  acceleration  and upon
tender for purchase; and

         WHEREAS,  the  obligations  of the  Company  under  this  Reimbursement
Agreement and the other  Related  Documents  shall be secured by the  guaranties
(the "Affiliate  Guaranties") of Abrams Industries,  Inc. ("Abrams  Industries")
and Abrams Properties, Inc. ("Abrams Properties"),  corporations organized under
the  laws  of  the  State  of  Georgia   sometimes   referred  to   hereinafter,
individually,  as an "Affiliate Guarantor" and, collectively,  as the "Affiliate
Guarantors"), and the grant of a Lien in the other Collateral.

         NOW,  THEREFORE,  in consideration of the premises,  in order to induce
the  Bank to issue  such  letter  of  credit  and for  other  good and  valuable
consideration,  the receipt and sufficiency of which are hereby  acknowledged by
the parties hereto, the parties hereto agree as follows:

                             ARTICLE 1. DEFINITIONS.

         Section 1.1.  Definitions.
                       -----------
         For the purposes of this Reimbursement  Agreement,  the following terms
have the following meanings:




<PAGE>
         "Acquisition," as applied to any Business Unit or Investment, means the
          -----------
acquiring or  acquisition  of a  controlling  interest in such  Business Unit or
Investment by purchase,  exchange,  issuance of stock or other securities, or by
merger, reorganization or any other method.

         "Affiliate"  means,  with  respect  to any  Person,  any  entity  which
          ---------
directly or indirectly  controls,  is controlled  by, or is under common control
with,  such  Person or any  Subsidiary  of such  Person or any  Person  who is a
director,  officer or partner of such Person or any  Subsidiary  of such Person.
For purposes of this  definition,  "control" means the  possession,  directly or
indirectly, of the power to (a) vote ten percent (10%) or more of the securities
having ordinary voting power for the election of directors of such Person or (b)
direct or cause the direction of management and policies of a business,  whether
through the ownership of voting securities,  by contract or otherwise and either
alone or in conjunction with others or any group.

          "Affiliate Guaranties" means the Guaranties of Abrams Industries, Inc.
           --------------------
and  Abrams  Properties,  Inc.  guaranteeing  the  obligations  of  the  Company
hereunder.

          "Affiliate  Guarantors"  means  Abrams  Industries,  Inc.  and  Abrams
           ---------------------
Properties,  Inc.  who shall  execute and  deliver  their  respective  Affiliate
Guaranties guaranteeing the obligations of the Company hereunder.

          "Agreement"  means the Lease Agreement,  dated as of November 1, 1997,
           ---------
by and between the Issuer and the Company.

          "Applicable  Law" means all  applicable  provisions of  constitutions,
           ---------------
statutes,  rules,  regulations  and  orders of all  governmental  bodies and all
orders and decrees of all courts and arbitrators.

         "Bank" means NationsBank, N.A.
          ----

         "Bond Purchase Agreement" means the Bond Purchase  Agreement,  dated as
          -----------------------
of November 12, 1997, by and among the Company, the Issuer and the Underwriter.

         "Bond Purchasers" means the purchasers of the Bonds.
          ---------------

         "Bonds" has the meaning given that term in the Indenture.
          -----

         "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday
          ------------
on which each of the Bank,  the  Trustee and the  Remarketing  Agent is open for
business;  provided,  that for purposes of counting the number of Business  Days
prior to a given day,  "Business  Day"  means any  Monday,  Tuesday,  Wednesday,
Thursday or Friday on which each of the Bank,  the  Trustee and the  Remarketing
Agent is  scheduled  to be open for  business  regardless  of whether  each such
entity is in fact open for business on such day.

                                       -2-


<PAGE>
         "Business  Unit"  means  the  assets  constituting  the  business  or a
          --------------
division or operating unit thereof of any Person.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
          ------------------------------
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with generally accepted accounting  principles,
and the  amount of such  Indebtedness  shall be the  capitalized  amount of such
obligations determined in accordance with such principles.

         "Cash  Collateral  Account" means a special  non-interest-bearing  cash
          -------------------------
collateral account maintained with the Bank, in the name of the Company (as cash
collateral  account) but under the sole  dominion and  exclusive  control of the
Bank, subject to the provisions of Section 8.4 hereof.

         "Closing Date" means November 12, 1997.
          ------------

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

         "Collateral"  means any real or personal  property in which the Company
          ----------
or any other Person has granted a Lien as security  for any of the  Obligations,
including,  without limitation,  Collateral  Securities,  Pledged Collateral (as
defined in the Pledge Agreement), the Land, Improvements,  Personal Property and
other items set forth in the Deed to Secure Debt and the Trust Estate.

         "Collateral Security" has the meaning given that term in Section 8.4.
          -------------------
(a).

         "Company" has the meaning given that term in the introductory paragraph
          -------
of this Reimbursement Agreement.

         "Deed to Secure  Debt"  shall mean that  certain  Deed to Secure  Debt,
          --------------------
Security  Agreement  and  Assignment  of Leases,  dated as of  November 1, 1997,
executed by the Company in favor of the Bank.

          "Default" means the occurrence of any event or occurrence described in
           -------
Section 8.1.  hereof which,  with the giving of notice or the passage of time or
both, would constitute an Event of Default.

         "Default  Rate" means a per annum rate equal to the Prime Rate plus one
          -------------
percent (1.0%).

         "Eligible  Securities"  means (i) United States  Treasury  bills with a
          --------------------
remaining  maturity not in excess of 90 days,  (ii)  negotiable  certificates of
deposit of the Bank or of other  prime  United  States  commercial  banks with a
remaining  maturity  not in excess of 90 days and (iii) such  other  instruments

                                       -3-


<PAGE>
(within the meaning of Article 9 of the Uniform  Commercial Code) as the Company
may request and the Bank may approve in writing.

         "Environmental  Laws" means any federal,  state or local laws, rules or
          -------------------
ordinances relating to environmental  protection,  including without limitation,
the following:  Clean Air Act, 42 U.S.C.  Sections 7401, ET SEQ.;  Federal Water
Pollution  Control Act, 33 U.S.C.  Sections 1251, ET SEQ.;  Solid Waste Disposal
Act, 42 U.S.C.  Sections 6901, ET SEQ.;  Comprehensive  Environmental  Response,
Compensation  and Liability  Act, 42 U.S.C.  Sections  9601,  ET SEQ.;  National
Environmental Policy Act, 42 U.S.C.  Sections 4321, ET SEQ.;  regulations of the
Environmental  Protection  Agency and any applicable  rule of common law and any
judicial  interpretation  thereof  relating  primarily  to  the  environment  or
Hazardous Materials.

         "Event of Default" means the occurrence of any of the events  specified
          ----------------
in Section 8.1.,  provided that any  requirement  for notice or lapse of time or
any other condition has been satisfied.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
          -----
in effect from time to time.

         "Governmental Approvals" means all authorizations, consents, approvals,
          ----------------------
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental  Authority" means any national, state or local government
          -----------------------
(whether domestic or foreign),  any political  subdivision  thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority,  body, agency, bureau or entity (including,  without limitation,  the
Federal Deposit  Insurance  Corporation,  the Comptroller of the Currency or the
Federal  Reserve  Board,  any central bank or any  comparable  authority) or any
arbitrator with authority to bind a party at law.

          "Guaranty," "Guaranties," "Guaranteed" or to "Guarantee" as applied to
           ---------   -----------   ----------         ---------
any obligation means and includes:

         (a) a guaranty (other than by endorsement of negotiable instruments for
collection in the ordinary course of business),  directly or indirectly,  in any
manner, of any part or all of such obligation; or

         (b) an agreement,  direct or indirect,  contingent  or  otherwise,  and
whether or not  constituting  a guaranty,  the  practical  effect of which is to
assure  the  payment  or  performance  (or  payment  of  damages in the event of
nonperformance) of any part or all of such obligation whether by

                  (i)      the purchase of securities or obligations,

                                       -4-


<PAGE>
                  (ii) the  purchase,  sale or lease (as  lessee or  lessor)  of
         property or the purchase or sale of services  primarily for the purpose
         of enabling  the obligor with  respect to such  obligation  to make any
         payment  or  performance  (or  payment  of  damages  in  the  event  of
         nonperformance) of or on account of any part or all of such obligation,
         or to assure the owner of such obligation against loss,

                  (iii)  the supplying  of  funds to or in any  other  manner
          investing in the obligor with respect to such obligation,

                  (iv)  repayment of amounts  drawn down by  beneficiaries  of
          letters of credit, or

                  (v) the  supplying  of funds to or  investing  in a Person  on
         account of all or any part of such Person's obligation under a Guaranty
         of any obligation or indemnifying or holding harmless, in any way, such
         Person against any part or all of such obligation.

         "Hazardous  Materials"  means and  includes,  without  limitation,  (a)
          --------------------
hazardous  waste as defined in the  Resource  Conservation  and  Recovery Act of
1976, or in any other applicable  Environmental Laws, (b) hazardous  substances,
as  defined  in  the  Comprehensive  Environmental  Response,  Compensation  and
Liability Act, or in any other applicable  Environmental Laws, (c) gasoline,  or
any other petroleum product or by-product,  (d) toxic substances,  as defined in
the  Toxic  Substances   Control  Act  of  1976,  or  in  any  other  applicable
Environmental Laws, (e) insecticides, fungicides, or rodenticides, as defined in
the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any other
applicable Environmental Laws, or (f) any hazardous waste, hazardous substances,
hazardous  materials,  toxic substances or toxic pollutants,  as those terms are
used or defined in the Hazardous Materials Transportation Act, the Clean Air Act
or the Clean Water Act, as each such Act,  statute or regulation  may be amended
from time to time.

         "Improvements"  means any  improvements  presently,  or hereafter to be
          ------------
constructed, on the Land, as more fully described in the Deed to Secure Debt.

         "Indebtedness"  means and  includes,  with  respect to any Person,  all
          ------------
items of indebtedness  which, in accordance with generally  accepted  accounting
principles would be included in the determination of liabilities as shown on the
liability  side of the  balance  sheet  of such  Person  as of the date on which
Indebtedness is to be determined.

         "Indenture" means the Trust Indenture, dated as of November 1, 1997, by
          ---------
and between the Issuer and the Trustee.

         "Investment"  means,  with  respect  to any  Person:  (a) any  share of
          ----------
capital stock,  evidence of  Indebtedness  or other security issued by any other
Person;  (b) any loan, advance or extension of credit to, or contribution to the
capital of, any other  Person;  (c) any Guaranty of the  obligation of any other
Person; (d) any other investment (other than the Acquisition of a Business Unit)

                                       -5-


<PAGE>
in any other Person (excluding  financial  instruments  utilized solely for cash
management)  and (e) any commitment or option to make an Investment in any other
Person.

         "Land"  means the  property to be  developed  with the  proceeds of the
          ----
Bonds, as more fully described in the Deed to Secure Debt.

         "Letter of Credit" means the irrevocable,  direct-pay Letter of Credit,
          ----------------
dated  November 12, 1997,  issued by the Bank for the benefit of the Trustee and
for the account of the Company,  in substantially the form of Exhibit A attached
to this Reimbursement Agreement.

         "Lien"  as  applied  to the  property  of any  Person  means:  (a)  any
          ----
mortgage,  deed to secure debt,  deed of trust,  pledge,  lien,  charge or lease
constituting a Capitalized  Lease  Obligation,  conditional  sale or other title
retention agreement,  or other security interest,  security title or encumbrance
of any kind in respect of any  property  of such  Person,  or upon the income or
profits  therefrom;  (b) any  arrangement,  express or implied,  under which any
property of such Person is transferred,  sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to the payment of the  general,  unsecured
creditors of such Person;  and (c) the filing of, or any agreement to give,  any
financing  statement under the Uniform  Commercial Code or its equivalent in any
jurisdiction.

         "Material  Adverse  Effect,"  with respect to the Company,  means (i) a
          -------------------------
material  adverse  effect on the business,  operations,  properties,  prospects,
profits  or  condition   (financial   or  otherwise)  of  the  Company  and  its
Subsidiaries,   taken  as  a  whole,  (ii)  the  incurrence  of  liabilities  or
obligations of the Company and its Subsidiaries  (other than current liabilities
incurred  in the  ordinary  course of  business  and  Indebtedness  incurred  in
accordance  with  the  provisions  of this  Reimbursement  Agreement),  (iii) an
impairment of the ability of the Company to perform its  obligations  under this
Reimbursement  Agreement  or (iv) an  impairment  of the  ability of the Bank to
enforce such obligations.

         "Money Borrowed" means, as applied to the Indebtedness of a Person: (a)
          --------------
Indebtedness for money borrowed;  (b)  Indebtedness,  whether or not in any such
case the same was for money  borrowed,  but other than trade debt of such Person
incurred in the ordinary  course of business (i)  represented  by notes payable,
and drafts  accepted,  that represent  extensions of credit,  (ii)  constituting
obligations  evidenced by bonds,  debentures,  notes or similar instruments,  or
(iii) upon which  interest  charges are  customarily  paid or that was issued or
assumed  as full or partial  payment  for  property;  or (c)  Indebtedness  that
constitutes a Capitalized Lease Obligation.

         "Multiemployer  Plan"  has the  meaning  given  that  term  in  Section
          -------------------
4001(a)(3) of ERISA, as amended or revised from time to time.

                                       -6-


<PAGE>
         "Obligations"  means and  includes,  with respect to the  Company,  all
          -----------
loans, advances, debts, liabilities, and obligations, howsoever arising, owed by
the Company to the Bank in any capacity of every kind and  description  (whether
or not evidenced by any note or instrument and whether or not for the payment of
money),  direct or indirect,  absolute or contingent,  due or to become due, now
existing  or  hereafter  arising  pursuant  to the  terms of this  Reimbursement
Agreement or any of the Related Documents, including without limitation, (a) any
obligation  of the Company to repay the Bank for any drawing under the Letter of
Credit  and (b) all  interest,  fees,  charges,  expenses,  attorneys'  fees and
accountants' fees chargeable to the Company in connection with its dealings with
the Bank and payable by the Company hereunder or thereunder.

         "Official  Statement"  means that  certain  Official  Statement,  dated
          -------------------
November 12, 1997, relating to the Bonds.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation  and any successor
      ----
agency.

         "Permitted  Liens" means,  as to any Person or such Person's  property:
          ----------------
(a) inchoate  Liens  securing  taxes,  assessments  and other  charges or levies
imposed by any  Governmental  Authority  (excluding any Lien imposed pursuant to
any of the  provisions  of  ERISA)  or the  claims  of  materialmen,  mechanics,
carriers,  warehousemen or landlords for labor,  materials,  supplies or rentals
incurred in the ordinary course of business; (b) Liens consisting of deposits or
pledges made,  in the ordinary  course of business,  in  connection  with, or to
secure  payment  of,  obligations  under  workmen's  compensation,  unemployment
insurance or similar  Applicable  Laws; (c) Liens  consisting of encumbrances in
the nature of zoning  restrictions,  easements,  and rights or  restrictions  of
record on the use of real  property,  which do not  materially  detract from the
value of such property or impair the use thereof in the business of such Person;
and (d) Liens in favor of the Bank.

         "Person" means an individual,  corporation,  partnership,  association,
          ------
trust or unincorporated organization, or a government or any agency or political
subdivision thereof.

         "Personal  Property"  means,  generally,  the equipment to be purchased
          ------------------
with the  proceeds of the Bonds,  as more fully  described in the Deed to Secure
Debt.

         "Plan" means an "employee  pension benefit plan" (as defined in Section
          ----            ------------------------------
3 of  ERISA)  which  is or has  been  established  or  maintained,  or to  which
contributions are or have been made, by the Company or by any trade or business,
whether or not incorporated,  which,  together with the Company, is under common
control, as described in Section 414(b) or (c) of the Code.

         "Plans and  Specifications"  has the meaning given that term in Section
          -------------------------
3.1(r) of this Reimbursement Agreement.

                                       -7-


<PAGE>
         "Pledge Agreement" means the Pledge Agreement,  dated as of November 1,
          ----------------
1997, by and among the Company,  the Trustee and the Bank,  substantially in the
form of Exhibit B attached to this Reimbursement Agreement.

          "Preliminary   Official  Statement"  means  that  certain  Preliminary
           ---------------------------------
Official Statement, dated October 27, 1997 relating to the Bonds.

          "Prime  Rate"  means  the  rate  of  interest  publicly  announced  by
           -----------
NationsBank, N.A. in Atlanta, Georgia, from time to time as its "prime rate."

         "Project" has the meaning given that term in the Agreement.
          -------

         "Project Site" has the meaning given that term in the Deed to Secure
          ------------
Debt.

          "Reimbursement   Agreement"   means   this   Letter  of   Credit   and
           -------------------------
Reimbursement Agreement.

         "Related  Documents"  means  the  Letter  of  Credit,  the  Bonds,  the
          ------------------
Indenture,  the Agreement,  the Deed to Secure Debt, the Remarketing  Agreement,
the Pledge  Agreement,  the Note and any other agreement or instrument  executed
and delivered in connection with any of the foregoing.

         "Remarketing Agent" has the meaning given that term in the Indenture.
          -----------------

         "Remarketing Agreement" has the meaning given that term in the
          ---------------------
Indenture.

         "Reportable  Event" has the meaning given that term in Section  4043(b)
          -----------------
of ERISA, but shall not include a Reportable Event to which the provision for 30
days' notice to the PBGC is waived under applicable regulations.

         "Responsible  Officer" means the President or any Vice President of the
          --------------------
Company or, with  respect to financial  matters,  the Chief  Financial  Officer,
Treasurer or Controller of the Company.

         "Stated  Expiration Date" means the date set forth as such on the first
          -----------------------
page of the Letter of Credit and any such later date to which it may be extended
in accordance with Section 2.11.

         "Sublease" means the Sublease,  dated as of October 1, 1997 between the
          --------
Company and Abrams Fixture Corporation.

         "Subsidiary" means, when used to determine the relationship of a Person
          ----------
to another Person, a Person of which an aggregate of 50% or more of the stock of
any class or classes  or 50% or more of other  ownership  interests  is owned of
record or beneficially by such other Person,  or by one or more  Subsidiaries of
such other Person,  or by such other Person and one or more Subsidiaries of such

                                       -8-


<PAGE>
Person, (i) if the holders of such stock, or other ownership interests,  (A) are
ordinarily,  in the absence of contingencies,  entitled to vote for the election
of a majority of the directors (or individuals  performing similar functions) of
such  Person,  even  though  the  right  so to vote has  been  suspended  by the
happening of such contingency or (B) are entitled,  as such holders, to vote for
the  election of a majority of  directors  (or  individuals  performing  similar
functions) of such Person,  whether or not the right to so vote exists by reason
of the happening of a contingency,  or (ii) in the case of such other  ownership
interests, if such ownership interests constitute a majority voting interest.

         "Termination  Event" means (a) a Reportable  Event; (b) the filing of a
          ------------------
notice of intent to terminate a Plan or the  treatment of a Plan  amendment as a
termination under Section 4041 of ERISA or (c) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA,  or the appointment of
a trustee to administer any Plan.

         "Trust Estate" has the meaning given that term in the Indenture.
          ------------

         "Trustee" has the meaning given that term in the Indenture.
          -------

         "Underwriter" means Merchant Capital, L.L.C., as Underwriter.
          -----------

         "Unfunded  Vested Accrued  Benefits"  means with respect to any Plan at
          ----------------------------------
any time,  the  amount  (if any) by which (a) the  present  value of all  vested
nonforfeitable benefits under such Plan exceeds (b) the fair market value of all
Plan assets  allocable  to such  benefits,  all  determined  as of the then most
recent valuation date for such Plan.

         "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as
          -----------------------      ---
in effect from time to time in the State of Georgia.

         Section 1.2.  General.
                       -------

         Unless  otherwise   indicated,   all  accounting   terms,   ratios  and
measurements  shall be  interpreted  or determined in accordance  with generally
accepted accounting  principles.  All terms defined in the UCC and not otherwise
defined  herein  are used  herein  as  defined  in the UCC.  References  in this
Reimbursement  Agreement to "Sections,"  "Articles,"  "Exhibits" and "Schedules"
are to sections,  articles,  exhibits  and  schedules  herein and hereto  unless
otherwise indicated. references in this Reimbursement Agreement to any document,
instrument  or agreement  (a) shall  include all  exhibits,  schedules and other
attachments thereto, (b) shall include all documents,  instruments or agreements
issued or executed in  replacement  thereof,  and (c) shall mean such  document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
modified  or  supplemented  from time to time and in  effect at any given  time.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and plural, and pronouns stated in
the  masculine,  feminine or neuter  gender  shall  include the  masculine,  the

                                       -9-


<PAGE>
feminine  and the  neuter.  Unless  explicitly  set  forth  to the  contrary,  a
reference to "Subsidiary" shall mean a Subsidiary of the Company or a Subsidiary
of such  Subsidiary and a reference to an "Affiliate"  shall mean a reference to
an Affiliate of the Company. Unless otherwise indicated,  all references to time
are references to Atlanta, Georgia time.


               ARTICLE 2. AMOUNT AND TERMS OF THE LETTER OF CREDIT

         Section 2.1.  Issuance of the Letter of Credit.
                       --------------------------------

         Upon  fulfillment of the applicable  conditions set forth in Article 3,
and subject to the terms and  conditions of this  Reimbursement  Agreement,  the
Bank agrees to issue the Letter of Credit on November 12, 1997,  for the account
of the Company,  naming the Trustee as beneficiary  and having an initial stated
amount of  $11,162,739.72.  Such stated amount shall reduce and be reinstated in
accordance with the terms of the Letter of Credit.

         Section 2.2.  Reimbursement Obligation.
                       ------------------------

         The Company  hereby  agrees to pay to the Bank on the date on which the
Bank shall pay any draft  presented  under the Letter of Credit  (but only after
payment  by the Bank  under the  Letter of  Credit) a sum equal to the amount so
paid under the Letter of Credit;  provided,  however,  in the event of a drawing
under  the  Letter  of  Credit to pay the  Purchase  Price  (as  defined  in the
Indenture)  of any Bonds  tendered for purchase  pursuant to Section 3.08 of the
Indenture,  the  Company  agrees  to pay to the Bank on or  before  the 30th day
following  the date on which the Bank shall pay any such  draft,  a sum equal to
the  amount so paid  under the Letter of  Credit,  plus  interest  from the date
payment is so made by the Bank until  payment in full, at a per annum rate equal
to the Prime Rate plus one percent (1.0%); provided,  further,  however, that no
interest shall be payable  pursuant to the immediately  preceding  clause on any
amounts repaid by 10:00 a.m. on the Business Day immediately  succeeding the day
on which any such drawing is honored.

         Section 2.3.  Letter of Credit Commission.
                       ----------------------------

         The  Company  hereby  agrees  to pay to the  Bank a  letter  of  credit
commission with respect to the amount  available to be drawn under the Letter of
Credit,  in an amount equal to 0.55% per annum of the maximum  amount  available
under the  Letter of Credit as of the  Closing  Date and on each  November  15th
thereafter.  Such  letter of credit  commission  shall be payable on the Closing
Date and on  November  15,  1998  and  each  November  15  thereafter.  Upon any
extension of the Letter of Credit, the amount of the letter of credit commission
shall be determined by the Bank;  provided,  however,  that the Letter of Credit
commission will not exceed 0.75% per annum of the maximum amount available under
the Letter of Credit.

          Section 2.4  Payments and Computations.
                       -------------------------

                                       -10-


<PAGE>
         (a) The Company shall make each payment  hereunder not later than 12:00
noon on the day when due in lawful money of the United  States of America to the
Bank at its address  referred  to in Section  9.1.(c) in  immediately  available
funds.  The Company hereby  authorizes the Bank, if and to the extent payment is
not made when due  hereunder,  to charge  from time to time  against  any of the
Company's accounts with the Bank any amount so due. Computations of interest and
letter of credit commission  hereunder shall be made by the Bank on the basis of
a year of 365 or 366 days,  as the case may be,  for the  actual  number of days
(including  the first day but  excluding  the last day)  elapsed.  Whenever  any
payment to be made  hereunder  shall be stated to be due on a day which is not a
Business Day, such payment may be made on the next succeeding  Business Day, and
such  extension  of time shall in such case be  included in the  computation  of
payment of interest or letter of credit  commission,  as the case may be. If any
amount  required to be paid by the Company to the Bank under this  Reimbursement
Agreement  or any  Related  Document  remains  unpaid  after such  amount is due
(whether  because of  operation  of law or  otherwise),  the  Company  shall pay
interest  on such past due amount from the date due until such amount is paid in
full at the Default Rate. All such interest shall be due and payable on demand.

         (b) On the first  Business  Day of each  month,  beginning  November 1,
1998,  the Company  shall  deliver  monies  equal to  one-twelfth  (1/12) of the
principal  amount coming due on the next November 1st, to the Bank. In addition,
not later than the  Business  Day prior to each  Interest  Payment Date and each
Redemption Date, the Company shall deliver monies sufficient to pay the interest
due and payable on such Interest  Payment Date or Redemption  Date. In any event
and notwithstanding anything herein to the contrary, not later than the Business
Day prior to each Interest  Payment Date and each  Redemption  Date, the Company
shall  deliver  monies  sufficient  to pay the  principal  and  interest due and
payable on such Interest Payment Date or Redemption Date.

         (c) Notwithstanding  anything herein to the contrary, the Company shall
receive  as a  credit  against  its  obligation  to make the  interest  payments
described  in  this  Section  2.4 all  payments  made by the  Trustee  from  the
Construction  Fund to reimburse the Bank for interest  drawings under the Letter
of Credit.

         (d) All monies  delivered to the Bank pursuant to Section  2.4(c) above
shall be deposited in the sinking  fund account  described in Section  3.2(a) of
this  Agreement,  and shall be used by the Bank to reimburse  the Bank for draws
under the Letter of Credit. While in such account, such monies shall be invested
in such  short-term  investments  as may be  directed  by the  Company  with the
consent of the Bank (but in any event so that the monies  will be  available  on
the payment dates for which reimbursement will be required), and all earnings on
such monies shall be deposited in the sinking fund account and used to reimburse
the Bank for draws under the Letter of Credit.

                                       -11-


<PAGE>
         Section 2.5  Obligations Absolute.
                      --------------------

         The obligations of the Company under Section 2.2. of this Reimbursement
Agreement  shall be absolute,  unconditional  and  irrevocable and shall be paid
strictly in accordance with the terms of this Reimbursement  Agreement under all
circumstances   whatsoever,   including,   without  limitation,   the  following
circumstances:  (a) any  lack  of  validity  or  enforceability  of any  Related
Document or any term or  provisions  therein;  (b) any amendment or waiver of or
any  consent to  departure  from all or any of the  Related  Documents;  (c) the
existence  of any claim,  setoff,  defense or other  right which the Company may
have at any time against the Trustee, any other beneficiary or any transferee of
the Letter of Credit (or any Persons for whom the Trustee,  any such beneficiary
or any such transferee may be acting), the Bank or any other Person,  whether in
connection with this  Reimbursement  Agreement,  the  transactions  contemplated
herein or in the Related Documents or any unrelated transaction;  (d) any breach
of contract or dispute between the Company,  the Trustee,  the Issuer, the Bank,
the  Remarketing  Agent or any other  Person;  (e) any demand,  statement or any
other  document  presented  under the  Letter of Credit  proving  to be  forged,
fraudulent,  invalid or insufficient in any respect or any statement  therein or
made  in  connection  therewith  being  untrue  or  inaccurate  in  any  respect
whatsoever;  (f)  any  non-application  or  misapplication  by  the  Trustee  or
otherwise of the proceeds of any drawing under the Letter of Credit; (g) payment
by the Bank under the Letter of Credit in good faith against  presentation  of a
draft or certificate which does not strictly comply with the terms of the Letter
of  Credit;  and (h) any  other  act,  omission  to act,  delay or  circumstance
whatsoever  that might,  but for the  provisions of this  Section,  constitute a
legal  or  equitable  defense  to or  discharge  of  the  Company's  obligations
hereunder.  Nothing in this Section  shall  abrogate any right which the Company
may have to recover damages from the Bank under Section 2.6.

         Section 2.6  Commercial Practices.
                      --------------------

         The  Company  agrees that  neither  the Bank nor any of its  directors,
officers,  employees or agents shall be liable or  responsible  for: (a) the use
which may be made of the  Letter of Credit or for any acts or  omissions  of the
Trustee or any other beneficiary or transferee in connection therewith;  (b) any
reference which may be made to this Reimbursement  Agreement or to the Letter of
Credit in any agreements,  instruments or other documents relating to the Bonds;
(c) the validity,  sufficiency or genuineness of documents other than the Letter
of Credit, or of any endorsement thereon,  even if such documents should in fact
prove to be in any or all respects invalid,  insufficient,  fraudulent or forged
or any  statement  therein  proves  to be untrue or  inaccurate  in any  respect
whatsoever;  (d) payment by the Bank against  presentation of documents which do
not  comply  with the terms of the Letter of  Credit,  including  failure of any
documents to bear any  reference or adequate  reference to the Letter of Credit;
or (e) any other  circumstances  whatsoever in making or failing to make payment
under the  Letter of  Credit,  except  only that the Bank shall be liable to the
Company for acts or events  described  in clauses (a) through (e) above,  to the
extent,  but only to the  extent,  of any direct,  as opposed to  consequential,
damages  suffered by the Company which the Company proves were caused by (i) the
Bank's willful  misconduct or gross negligence in determining  whether a drawing
made under the Letter of Credit complies with the terms and conditions  therefor

                                       -13-


<PAGE>
stated in the Letter of Credit or (ii) the Bank's  willful  failure to pay under
the Letter of Credit after presentation of a drawing by the beneficiary  thereof
strictly  complying with the terms and  conditions of the Letter of Credit.  The
Company  understands  and agrees that the Bank may accept a drawing that appears
on its face to be in order,  without  responsibility for further  investigation.
The  determination of whether a drawing has been made under the Letter of Credit
prior to its  expiration or whether a drawing made under the Letter of Credit is
in proper and sufficient form shall be made by the Bank in its sole  discretion,
which  determination  shall be  conclusive  and binding  upon the  Company.  The
Company  hereby  waives any right to object to any payment made under the Letter
of Credit with regard to a drawing that is in the form provided in the Letter of
Credit but which varies with respect to punctuation, capitalization, spelling or
similar matters of form.

         Section 2.7  Increased Costs.
                      ---------------

         If any change in any law or regulation or in the interpretation thereof
by any  court or  administrative  or  governmental  authority  charged  with the
administration  thereof or any  compliance by the Bank with any new guideline or
request  from any  central  bank or  administrative  or  governmental  authority
(whether or not having the force of law) shall either (a) affect, impose, modify
or deem applicable any reserve,  special deposit, capital maintenance or similar
requirement against letters of credit (or similar contingent obligations) issued
by, or amount of capital  required or expected  to be  maintained  by, or assets
held by, or  deposits  in or for the  account  of,  the Bank or any  corporation
controlling  the Bank or (b) impose on the Bank or any  corporation  controlling
the Bank any other  condition  regarding  this  Reimbursement  Agreement  or the
Letter of  Credit,  and the  result of any event  referred  to in the  preceding
clause (a) or (b) shall be to increase  the cost to the Bank or any  corporation
controlling  the Bank of issuing  or  maintaining  the  Letter of Credit  (which
increase in cost shall be determined by the Bank's reasonable  allocation of the
aggregate of such cost  increases  resulting  from any such event),  then,  upon
demand by the Bank, the Company shall  immediately pay to the Bank, from time to
time as specified by the Bank,  additional  amounts which shall be sufficient to
compensate the Bank or any  corporation  controlling the Bank for such increased
cost. A certificate  as to such  increased cost incurred by the Bank as a result
of any event mentioned in clause (a) or (b) above,  submitted by the Bank to the
Company,  shall, in the absence of manifest error, be conclusive and binding for
all purposes.

         Section 2.8  Payments Net of Taxes, Etc.
                      ---------------------------

         All  payments to the Bank under this  Reimbursement  Agreement  and the
Related Documents shall be made free and clear of and without deduction,  setoff
or  counterclaim  of any kind whatsoever and in such amounts as may be necessary
in order for all such payments, after deduction or withholding for or on account
of any present or future taxes,  levies,  imposts,  deductions,  duties or other
charges or  withholdings of whatsoever  nature imposed by any Person,  except in
the case of the Bank, any tax (or portion  thereof)  imposed on, or measured by,
the net income of the Bank  pursuant to  Applicable  Laws (such  taxes,  levies,
imposts,  deductions,  duties or other charges or  withholdings  are referred to

                                       -13-


<PAGE>
hereinafter,  collectively,  as the  "Taxes"),  to be not less than the  amounts
otherwise  specified  to be paid  under  this  Reimbursement  Agreement  and the
Related  Documents.  The Company shall indemnify the Bank against  liability for
all Taxes as and when due and shall  promptly  (and in any event not later  than
thirty days after payment  thereof) furnish to the Bank as the case may be, such
certificates,  receipts and other  documents as may be required (in the judgment
of the Bank) to establish  the payment of such Taxes and any tax credit to which
the Bank may be entitled. The Company agrees to pay any present or future stamp,
recording or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the execution
or delivery or otherwise  with  respect to, this  Reimbursement  Agreement.  The
obligations  of the Company under this Section shall survive the  termination of
this Reimbursement Agreement and the repayment of the Obligations.

         SECTION 2.9  AGREEMENT REGARDING INTEREST AND CHARGES.
                      ----------------------------------------

         ALL CHARGES  IMPOSED BY THE BANK ON THE COMPANY IN CONNECTION WITH THIS
REIMBURSEMENT  AGREEMENT,  INCLUDING ALL LETTER OF CREDIT  COMMISSIONS,  DEFAULT
CHARGES, LATE CHARGES,  ATTORNEYS' FEES AND REIMBURSEMENT FOR COSTS AND EXPENSES
PAID BY THE BANK TO THIRD  PARTIES  OR FOR  DAMAGES  INCURRED  BY THE BANK,  ARE
CHARGES MADE TO  COMPENSATE  THE BANK FOR  ADMINISTRATIVE  SERVICES AND COSTS OR
LOSSES  PERFORMED OR INCURRED,  AND TO BE PERFORMED OR INCURRED,  BY THE BANK IN
CONNECTION WITH THIS REIMBURSEMENT AGREEMENT AND THE RELATED DOCUMENTS AND SHALL
UNDER NO  CIRCUMSTANCES BE DEEMED TO BE CHARGES FOR THE USE OF MONEY PURSUANT TO
OFFICIAL CODE OF GEORGIA ANNOTATED  SECTIONS 7-4-2 OR 7-4-18.  ALL CHARGES SHALL
BE FULLY EARNED AND NONREFUNDABLE  WHEN DUE. In no event shall the amount of any
interest  payable  hereunder  exceed the  maximum  rate of  interest  allowed by
Applicable  Law. It is the express intent of the parties hereto that the Company
not pay and  the  Bank  not  receive,  directly  or  indirectly,  in any  manner
whatsoever,  interest  in  excess  of that  which  may be  lawfully  paid by the
Borrower under Applicable Law.

         Section 2.10  Evidence of Obligations.
                       -----------------------

         The Bank may maintain in accordance with its usual practice a record of
account  evidencing the indebtedness of the Company  resulting from each drawing
under the Letter of Credit. In any legal action or proceeding in respect of this
Reimbursement  Agreement,  the entries made in such record  shall be  conclusive
evidence, absent manifest error, of the existence and amounts of the obligations
of the Company therein recorded. Failure of the Bank to maintain any such record
shall  not  excuse  the  Company  from  any  of  its   obligations   under  this
Reimbursement Agreement or any of the Related Documents.

                                       -14-


<PAGE>
         Section 2.11  Extension of Stated Expiration Date.
                       -----------------------------------

         The Company may request the Bank to extend the Stated  Expiration  Date
of the Letter of Credit for successive  five-year periods. On or before November
15,  2000,  the  Company  shall  request  such an  extension  by  executing  and
delivering  to the Bank a written  request  in the form of  Exhibit  C  attached
hereto (an "Extension")  executed by the Company. On or before November 15, 2005
and on or before  November 15, 2010,  provided the Bank has previously  extended
the stated  Expiration  Date,  the Company  shall  request an  extension in each
instance by executing and  delivering  to the Bank an Extension  executed by the
Company. Upon receipt of an Extension,  the Bank shall then determine whether or
not there is an Event of  Default  as  defined  herein or in any of the  Related
Documents.  If an Event of Default  exists under Section  8.1(a),  (f) or (g) of
this  Reimbursement  Agreement,  or a payment  default  exists under any Related
Document,  the Bank shall not be obligated to extend the Stated  Expiration Date
of the  Letter  of  Credit.  If any  other  Event of  Default  exists  under the
Reimbursement  Agreement or any Related Document, the Bank shall provide written
notice to the  Company  of such Event of Default  and the  Company  shall have a
period of thirty  (30) days after  receipt of said  notice to cure such Event of
Default.  If there is no Event of  Default  or if such Event of Default is cured
within such thirty (30) day period,  the Bank shall extend the Stated Expiration
Date by five (5) years by delivering to the Trustee,  on or before  December 31,
2000 and on or before December 31, 2005 and December 31, 2010, as applicable, an
Extension  Certificate in the form of Annex F to the Letter of Credit.  If there
is an Event of Default that is not cured as provided in this Section 2.11,  then
the Bank will not be obligated to extend the Letter of Credit and the Bank shall
not deliver an Extension  Certificate in accordance with this Section 2.11. Such
failure shall be deemed to be a denial of the Company's extension request.

         Section 2.12  Alternate Letter of Credit.
                       --------------------------

         The  Company  may cause  the  Letter  of  Credit  to be  terminated  by
providing an Alternate  Letter of Credit to the Trustee in  accordance  with the
terms of the Indenture.

         Section 2.13.  Remarketing.
                        -----------

                  Bonds purchased by the Remarketing  Agent pursuant to a tender
drawing to pay the purchase  price of Bonds  tendered  for purchase  upon failed
remarketing  shall  be  owned  by the Bank  and  delivered  to the  Trustee  and
registered  in the Bank's  name or in the name of its  nominee,  pursuant to the
Pledge Agreement.  Such delivery and registration shall constitute a purchase by
the Bank of the Bonds ("Bank  Bonds").  Interest on the Bank Bonds shall be paid
to the Bank from the date of the tender drawing until paid in full or remarketed
in  accordance  with the  provisions of the Indenture at the rate referred to as
the  Alternate  Weekly Index,  and such  interest  shall be payable on the first
business  day of  each  month;  provided  that  on any  overdue  installment  of
principal,  the Company shall pay interest on Demand,  at the default rate. (The
default rate shall be a per annum rate of interest  equal to the Prime Rate plus
2% per  annum.)  If the Bank  Bonds  have not  been  remarketed  on the 10th day

                                       -15-


<PAGE>
following the tender date, the Company agrees to make principal  payments to the
Bank in accordance with the remaining  portion of the twenty (20) year principal
amortization schedule attached hereto as Exhibit F.


                        ARTICLE 3. CONDITIONS OF ISSUANCE

         Section 3.1.  Condition Precedent to Issuance of the Letter of Credit.

         The  obligation of the Bank to issue the Letter of Credit is subject to
the  condition  precedent  that the Bank  shall have  received  on or before the
Closing Date the following,  each dated or dated as of such day and each in form
and substance satisfactory to the Bank:

         (a)      This Reimbursement Agreement, duly executed by the Company.

         (b) The Bond Purchase Agreement, duly executed by the Underwriter,  the
Company and the Issuer.

         (c) The Remarketing Agreement,  duly executed by the Remarketing Agent,
the Company and the Issuer.

         (d) The Pledge Agreement, duly executed by the Company, the Trustee and
the Bank.

         (e) The Deed to Secure  Debt,  duly  executed  by the  Company  and the
Issuer.

         (f) The Affiliate Guaranties, duly executed by the respective Affiliate
Guarantors.


         (g) The Financing Statements, duly executed by the Company.

         (h) A  Title  Insurance  Commitment  (the  "Title  Commitment")  on the
American  Land  Title  Association's  standard  loan  policy  form,  written  by
Commonwealth  Land Title  Insurance  Company  (the "Title  Insurance  Company"),
insuring the Bank in an amount not less than the appraised value of the Land and
Improvements  as  reviewed  and  approved  by  the  Bank's  in-house   appraisal
department.  The Title  Commitment  shall commit to insure the security  deed(s)
conveying any real estate collateral  required  hereunder to be a valid first in
priority  security title subject only to such exceptions and conditions of title
as the Bank sees fit to approve,  in its sole  discretion.  The title  insurance
policy (the "Title  Policy"),  when issued,  shall not contain any exception for
matters of survey,  mechanic's or  materialmen's  liens or taxes and assessments
which are due and payable,  and shall contain an endorsement which shall provide
for increasing coverage under the Title Policy upon subsequent  disbursements of
the Bond  proceeds in good faith and without  knowledge of title defects and any
other endorsements required by the Bank.

                                       -16-


<PAGE>
         Copies of any  instruments  creating any lien or  encumbrance  excepted
from the  coverage  outlined  in the Title  Commitment  shall be attached to the
Title  Commitment.  A tax report or other  evidence  of payment of all taxes and
assessments on the Land shall be attached to the Title Commitment.

         Prior to the  advance of any Bond  proceeds,  the Bank must  receive an
endorsement to the Title Policy insuring any and all  modifications  of security
deeds as of the date recorded, subject to no intervening liens or interests.

         (i)  Approval by the Bank of the  general  contractor  responsible  for
constructing the Project. The Bank hereby approves Abrams Construction,  Inc. as
the general contractor.

         (j) A fully executed  construction contract for the construction of the
Improvements,  which contract shall be satisfactory to the Bank in all respects.
The Bank may appoint,  at the  Company's  sole cost and expense,  an  inspecting
consultant who shall review the  construction  contract and all other  materials
related  thereto,  and who  shall  continue  to  serve as  inspecting  architect
throughout the construction of the Improvements.

         (k) Consents to the  assignment of  construction  documents,  including
consents by the  construction  contractor,  architect  and all other  parties to
contracts  and  documents  concerning  or affecting  the Land and  Improvements,
including  undertakings  of the general  contractor  and  architect  to continue
performance on the Bank's behalf without additional cost in the event of default
by the Company.

         (l) A development cost breakdown and construction and  non-construction
costs  breakdowns on the Bank's forms (or upon AIA Standard  Document No. G 703)
showing  details of all  construction  and  non-construction  costs  including a
specification  of which  items are to be funded  from  sources  other  than Bond
proceeds.

         (m) An  owner's  affidavit  with  respect  to the  Project  Site,  such
affidavit to be in form sufficient to remove from the foregoing  Policy of Title
Insurance the "standard exceptions."

         (n) Two (2) sealed copies of a current survey of the proposed  Project,
including all adjoining alleys and appurtenant easements, prepared and certified
by a duly registered land surveyor of the State of Georgia.  Said survey,  which
shall be  subject  to the  approval  of the Bank and  Bank's  counsel,  shall be
prepared in accordance with the Bank's standard survey instructions.  The survey
shall contain a satisfactory  Surveyor's Certificate and shall be accompanied by
a standard Surveyor's  Inspection Report as may be required by the title insurer
so as to allow the deletion of the standard  survey  exceptions  from the Bank's
title insurance policy. During the course of construction,  the Company shall be
required to furnish to the Bank such  additional  surveys as it may from time to
time require,  including  one or more  "foundation  surveys"  prior to the first
disbursement  of Bond  proceeds,  and upon  completion  of  construction  of the
Project,  the  Borrower  shall  furnish a final  "as-built"  survey  showing all

                                       -17-


<PAGE>
improvements  on  the  Project,  and  all  appurtenances   thereto  as  actually
constructed,  as well as such other  information as may be required by the Bank.
All  surveys   shall  be  certified  to   "NationsBank   of  Georgia,   National
Association,"  the Company and the title insurance company insuring the interest
of the Bank's  security  instrument,  and shall also be certified to comply with
the minimum technical standards for surveys established by the State of Georgia.
In addition,  the survey must show whether or not the Project,  and specifically
any building  improvements are located in a U.S. Department of Housing and Urban
Development  ("H.U.D.")  identified  "Special  Flood  Hazard  Area" or "Floodway
Area." The survey must  identify the  specific  flood zone in which the Project,
and/or the improvements are located, the finished ground floor elevations of the
improvements,  and the base flood  elevation.  Flood Hazard  Certification  must
comply  with the  National  Flood  Insurance  Act of 1968,  the  Flood  Disaster
Protection Act of 1973, and the Housing and Community  Development  Acts of 1974
and 1977, all as amended, as applicable.

         (o)  A  letter  from  the  appropriate  governmental  zoning  authority
indicating  that the Land is zoned to allow the use  contemplated by the Company
and by a site plan and plans and specifications (the "Plans and Specifications")
and attaching copies of any restrictions, conditions and variances applicable to
the Land.

         (p) If,  on or prior  to the  date of the  issuance  of the  Letter  of
Credit,  any  contractors,  subcontractors,  materials  suppliers or others have
worked on the Land or delivered  materials to the Land, the Company shall secure
their  execution of any affidavits and lien waivers which may be required by the
Bank's counsel or the Title Insurance  Company in order to comply with the title
insurance provisions hereof.

         (q) A UCC-1,  tax,  judgment  and lien search  report  conducted on the
Company and any other  owner or holder of  collateral  hereunder  (and under any
other  names by which  such  entity or  individual  has been known in the last 5
years) in the counties in which such entities have operated (or such  individual
has resided) during the last 5 years.

         (r) If any  secured  note or other  loan or lien is to be paid from the
Bond proceeds,  the Company shall present to the Bank a pay-off letter from each
individual or entity  holding a lien on the Land.  The letter shall be signed by
the holder of the lien and shall indicate:

                  (i) the amount  required to satisfy and release the lien as of
the proposed date of closing (the unpaid balance, including interest, accrued to
the proposed date of closing),

                  (ii) the "per diem" or the amount of interest  accruing  daily
                            --------
upon the unpaid balance for each day following the date of the proposed  closing
of the loan; and

                                       -18-


<PAGE>
                  (iii) an  affirmation  that upon receipt of such  amount,  the
holder of the lien shall  consider the lien satisfied and shall release the lien
by the execution of any and all appropriate instruments.

         (s) Current and present  originals or  certified  copies of all Project
soil test reports  containing the findings and  recommendations  of a registered
soils engineer. Such report must be acceptable in scope and content to the Bank.

         (t) An environmental assessment of the Project prepared for the Bank by
an environmental  consultant engaged by the Bank, at the expense of the Company,
which  assessment  shall be in form and content  satisfactory to the Bank in its
absolute and sole discretion.  This report will be used by the Bank but will not
be deemed to be  conclusive.  The Bank  shall  have no  obligation  to issue the
Letter  of  Credit  if  the  Project  or  any  adjacent  property  contains  any
environmentally hazardous substances, underground or above ground storage tanks,
or other  environmental  conditions  deemed by the Bank,  in the exercise of its
absolute and sole  discretion,  to be unsafe or  constitute an undue risk to the
Bank.

         (u) Evidence satisfactory to the Bank that the Company has obtained all
permits,  licenses and other  authorizations  which are then required  under all
Environmental  Laws  relating  to  the  Project,  and  that  the  Company  is in
compliance in all material respects with all such Environmental Laws.

         (v) An As-Built Appraisal of the Project, ordered at the expense of the
Company,  which shall be  satisfactory in all respects to the Bank (and reviewed
and approved by the Bank's in-house appraisal department).

         (w) Good Standing  certificates with respect to each of the Company and
the  Affiliate  Guarantors  issued  by the  Secretary  of State of the  State of
Georgia.

         (x) A certificate of the Member of the Company, dated the Closing Date,
certifying  among other things:  (i) that the articles of  organization  and the
operating  agreement of the Company,  in the form attached thereto,  are in full
force and effect and have not been  amended,  supplemented,  revoked or repealed
since the date of such  certification;  (ii) that attached  thereto are true and
correct copies of resolutions duly adopted by the sole member of the Company and
continuing in effect, which authorize the execution, delivery and performance by
the Company of this  Reimbursement  Agreement and the Related Documents to which
the  Company is a party;  (iii) that the  Company is in good  standing  with all
licenses,  income and franchise  taxes paid;  (iv) that there are no proceedings
for dissolution or liquidation of the Company (commenced or threatened); and (v)
the  incumbency,  signatures  and  authority  of the  officers  of  the  Company
authorized to execute and deliver this  Reimbursement  Agreement and the Related
Documents to which the Company is a party.

                                       -19-


<PAGE>
         (y) A certificate  of the  Secretary or an Assistant  Secretary of each
Affiliate Guarantor,  dated the Closing Date, certifying among other things: (i)
that the articles of incorporation and bylaws of the Affiliated  Guarantors,  in
the form  attached  thereto,  are in full  force  and  effect  and have not been
amended, supplemented, revoked or repealed since the date of such certification;
(ii) that  attached  thereto are true and  correct  copies of  resolutions  duly
adopted by the Board of Directors of the Affiliated Guarantors and continuing in
effect,  which  authorize  the  execution,   delivery  and  performance  by  the
Affiliated Guarantors; (iii) that the Affiliated Guarantors are in good standing
with all  licenses,  income and  franchise  taxes  paid;  (iv) that there are no
proceedings  for  dissolution  or  liquidation  of  the  Affiliated   Guarantors
(commenced or threatened);  and (v) the incumbency,  signatures and authority of
the officers of the Affiliated  Guarantors authorized to execute and deliver the
Affiliated Guarantees and the Related Documents to which the Affiliate Guarantor
is a party.

         (z) A certificate  of a Responsible  Officer of the Company,  dated the
Closing Date, certifying that:

                  (i) The  representations  and  warranties  set  forth  in this
         Reimbursement  Agreement and the Related Documents to which the Company
         is a party are true and correct as of such date;

                  (ii) No  Event of  Default  or  Default  has  occurred  and is
         continuing as of such date; and

                  (iii) No material adverse change in the financial condition or
         business  affairs  of the  Company  and the  Affiliate  Guarantors  has
         occurred since August 31, 1997.

         (aa)  Certified  copies  of  all  governmental   approvals   (including
approvals or orders of the Issuer) necessary with respect to this  Reimbursement
Agreement and the transactions contemplated hereby.

         (bb) Original, signed copies of the financial statements of the Company
and original,  signed copies of the  financial  statements of each  Guarantor as
requested by the Bank,  together with the unqualified opinion of the accountants
preparing such  statements  regarding such financial  statements and any current
credit  reports  and other  financial  data  required  in order to  evidence  no
significant  financial  deterioration  from  the date of any  initial  financial
statements, as and when requested by the Bank.

         (cc) A  certificate  of public  liability  insurance  from an insurance
company acceptable to the Bank and containing minimum limits of public liability
coverage of $1,000,000.00,  one person,  with respect to one incident,  and with
respect to property  damage.  The Borrower  shall also present a certificate  of
worker's compensation  insurance, if required by the Bank at any time during the
term of the Letter of Credit.

                                       -20-


<PAGE>
         The  certificate  required under the  immediately  preceding  paragraph
shall contain an endorsement clause showing the Bank as an additional insured or
loss  payee,  as  appropriate,  and shall list the  address of the Bank as shown
above.

         All  policies  must be  issued  by  insurance  companies  and  agencies
licensed by the Insurance Commissioner of the State of Georgia.

         The Bank  shall  have the right to  approve  each and  every  insurance
carrier and  policy.  all  policies  shall be in the  amounts,  form and content
(including  mortgagee clauses) and issued by such companies as are acceptable to
the Bank. Each insurance  company must have a rating of A- or better  (Excellent
or Superior), and Class IX or better, in A.M. Best's Insurance Reports.

         All  policies  must  contain   provisions   obligating   the  insurance
carrier(s) to provide the Bank at least thirty (30) days' advance written notice
of the expiration, termination or cancellation of any such policy or policies.

         Policy premiums for all coverages (including personal property if given
as  security)  must be current and the Bank may require  paid  receipts or other
evidence as proof of payment.

         Except for liability insurance, the above-referenced insurance policies
shall  contain a  standard  mortgagee  clause  naming  "NATIONSBANK,  N.A.,  ITS
SUCCESSORS  AND/OR ASSIGNS" as first mortgagee,  which states that the insurance
coverage shall not be affected by any act or neglect of the Borrower or owner of
the improvements.

         The  applicable  policies  must be  maintained  during  the term of the
Letter of Credit.  All annual policy  renewals must be forwarded to NationsBank,
N.A.,  at the address first above written or such other address as designated by
the Bank from time to time.

         The Bank reserves the right to require the escrow of insurance premiums
during the term of the Letter of Credit.

         (dd) The Company shall present  evidence  satisfactory to the Bank that
the Land has direct  access to public  roads by curb cuts  adequate  for the use
contemplated in the Plans and  Specifications  (or other access  satisfactory to
the Bank), and that storm and sanitary sewer  facilities,  gas, water,  electric
and  telephone  services  adequate  for the use  contemplated  in the  Plans and
Specifications  are  available  on or at the  boundary of the Land.  If sanitary
services are to be provided through the use of a septic tank, the Borrower shall
present to the Bank for its approval the results of a percolation test.

         (ee)     An executed copy of each of the Indenture and the Agreement
and specimens of the Bonds.

                                       -21-


<PAGE>
         (ff) A  certificate  from the Issuer  stating  that the Issuer has duly
executed and delivered the Bonds to the Trustee.

         (gg) An opinion of Hunton & Williams,  Atlanta,  Georgia, Bond Counsel,
in form and substance  satisfactory to the Bank, which shall include advice from
such Bond Counsel to the Bank that the Bank may rely on such opinion.

         (hh) An  opinion  letter  from Holt,  Ney,  Zatcoff &  Wasserman,  LLP,
Atlanta,   Georgia,   counsel  to  the  Company,  dated  the  Closing  Date  and
substantially in the form of Exhibit D attached to this Reimbursement Agreement.

         (ii) An opinion  letter from Holt,  Ney,  Zatcoff &  Wasserman,  LLP,
counsel to each of the Affiliate Guarantors, dated the Closing Date, in form and
substance satisfactory to the Bank.

         (jj) Payment of all fees due and payable on the Closing Date under  the
terms of any of the Related documents.

          Section 3.2. Additional Conditions Precedent to Issuance of the Letter
                       ---------------------------------------------------------
of Credit.
---------

         The  obligation  of the Bank to issue the  Letter  of  Credit  shall be
subject to the further  condition  precedent that on the date of the issuance of
the Letter of Credit:

         (a)  Simultaneously  with the  issuance  of the  Letter of  Credit,  as
security   for  the  Bonds,   the   Company   shall   create  and   maintain  an
interest-bearing  sinking fund account with the Bank, controlled  exclusively by
the Bank,  and the  Company  hereby  grants the Bank a first  priority  security
interest  in and a  collateral  assignment  of the  amounts  on  deposit in such
account.  The Company  hereby  covenants  and agrees to take any and all actions
necessary to cause the Bank to have a perfected first priority security interest
in and a collateral assignment of the amounts on deposit in such account.

         (b)  No  change  or  prospective  change  in  Applicable  Law,  or  any
interpretation  thereof by any court or administrative,  banking or governmental
authority  charged or claiming  to be charged  with the  administration  thereof
applicable to the Bank or the Bonds,  has occurred  which, in the opinion of the
Bank, would have any effect described in Section 2.7. or would increase the risk
to the Bank with respect to payments under this  Reimbursement  Agreement or the
security therefor; and

         (c) The Bank shall have  received  such other  approvals,  opinions  or
documents as the Bank may reasonably request.

         Section 3.3.  Covenant to Deliver.
                       -------------------

         The Company agrees (not as a condition but as a covenant) to deliver to
the Bank each item  required to be  delivered  to the Bank as a condition to the
issuance  of the  Letter  of Credit  notwithstanding  the fact that the Bank may
issue the Letter of Credit.  The Company  expressly  agrees that the issuance of

                                       -22-


<PAGE>
the Letter of Credit prior to the receipt by the Bank of any such item shall not
constitute a waiver of the Company's obligation to deliver such item.

          Section  3.4.  Conditions  Precedent to Approval of  Requisitions  and
                         -------------------------------------------------------
Related Matters.
---------------

         The Bank's approval of requisitions for the disbursement of moneys from
the Construction  Fund as provided in the Indenture and the Agreement is subject
to the further conditions that:

         (a) The Bank shall have received the following,  each dated or dated as
of such day and each in form and substance satisfactory to the Bank:

                   (i) A certificate from the project architect,  if any, in the
          form required by the Bank;

                  (ii) The Plans and  Specifications for the construction of the
         Improvements to be constructed upon the Land, which must be approved by
         both the Bank and its inspecting  agent, if any. Any  modifications  to
         these  items  effected  after  such  submission  to the Bank  (with the
         exception of any change order in a maximum  amount of $50,000 that will
         not diminish the value of the Project, unless the Company has reached a
         cumulative  amount of change orders in the amount of $250,000) shall be
         subject to the written approval of the Bank or its inspecting agent, if
         any.

                  (iii)  A  building  permit  covering  all of the  Improvements
         contemplated by the Plans and Specifications, issued by the appropriate
         governmental  authority  and, upon  completion of  construction  of the
         Project,  a  certificate  of occupancy and any other license or permits
         which may be required.

                  (iv) A duplicate  original  Builder's Risk, All Risk Completed
         Value  Insurance  Policy (the  "Builder's  Risk Policy"),  in an amount
         equal to 100% of the  replacement  cost of the  Improvements  but in no
         event less than the amount of the Construction Contract, including, but
         not  limited  to,  coverage  for  damage by fire,  extended  coverages,
         vandalism  and  malicious  mischief,  issued  by an  insurance  company
         acceptable to the Bank. "Reporting Form" insurance is not acceptable to
         the Bank.  The Builder's Risk Policy must provide for thirty (30) days'
         notice  of  cancellation  to the  Bank  and  must  contain  a  standard
         mortgagee clause  satisfactory to the Bank, in favor of the Bank in the
         priority position of the Bank's security title, and showing the address
         of the Bank as:

                                       -23-


<PAGE>
                           NationsBank, N.A.
                           Northwest Commercial Banking Center
                           Riverwood 100
                           3350 Riverwood Cir., N.W.
                           Atlanta, Georgia  30339

                  The  certificate  required  under  the  immediately  preceding
         paragraph  shall contain an  endorsement  clause showing the Bank as an
         additional  insured or loss payee, as  appropriate,  and shall list the
         address of the Bank as shown above.

                  All  policies  must  be  issued  by  insurance  companies  and
         agencies  licensed  by  the  Insurance  Commissioner  of the  State  of
         Georgia.

                  The Bank  shall  have  the  right to  approve  each and  every
         insurance  carrier and policy.  all  policies  shall be in the amounts,
         form and  content  (including  mortgagee  clauses)  and  issued by such
         companies as are acceptable to the Bank.  Each  insurance  company must
         have a rating of A- or better (Excellent or Superior),  and Class IX or
         better, in A.M. Best's Insurance Reports.

                  All policies must contain provisions  obligating the insurance
         carrier(s)  to provide  the Bank at least  thirty  (30)  days'  advance
         written notice of the  expiration,  termination or  cancellation of any
         such policy or policies.

                  Policy premiums for all coverages (including personal property
         if given as  security)  must be current and the Bank may  require  paid
         receipts or other evidence as proof of payment.

                  Except for liability insurance, the above-referenced insurance
         policies shall contain a standard mortgagee clause naming "NATIONSBANK,
         N.A., ITS SUCCESSORS  AND/OR ASSIGNS" as first mortgagee,  which states
         that the insurance coverage shall not be affected by any act or neglect
         of the Borrower or owner of the improvements.

                  The applicable  policies must be maintained during the term of
         the Letter of Credit.  All annual policy  renewals must be forwarded to
         NationsBank,  N.A.,  at the address  first above  written or such other
         address as designated by the Bank from time to time.

                  The Bank reserves the right to require the escrow of insurance
         premiums during the term of the Letter of Credit.

                                        -24-


<PAGE>
                  (v) A  schedule  of  values  prepared  and  delivered  by  the
construction contractor.

                  (iv) A  Certificate  of an  inspecting  agent stating that the
         work is being  completed in substantial  compliance  with the Plans and
         Specifications.

         (b) Requisitions shall be submitted to the Bank in the form attached as
Exhibit B to the Agreement,  signed by the Company.  Each  requisition  shall be
accompanied  by a statement  showing the percentage of completion of the Project
and setting forth in detail the amounts expended or costs incurred for work done
and  materials   incorporated  in  the  Project.   All  disbursements  from  the
Construction  Fund  shall  be made  in  accordance  with  the  Development  Cost
Breakdown  attached hereto as Exhibit E (the "Development  Cost Breakdown").  If
requested  by the  Bank,  each  requisition  shall be  accompanied  by a letter,
certificate  of  endorsement  from the Title  Insurance  Company or an  attorney
certifying  title stating that a search of the public  records has been made and
that such  search  reveals  no claims  which  constitute  a cloud on the  Bank's
secured  position   established  by  the  Deed,  and  that  the  amount  of  the
disbursement  sought under the requisition  will be covered by the Title Policy.
If an  endorsement  to the  Title  Policy  is  necessary  for the  amount of the
disbursement  sought under the requisition to be covered,  the endorsement shall
accompany the requisition.

         (c) The Company shall not submit to the Bank for its approval more than
one requisition per calendar month. Each request for advance must be received by
the Bank at least  five (5)  Business  Days  prior to the date the  disbursement
sought under the requisition is to be paid.

         (d) Each  submission of a requisition  by the Company to the Bank shall
constitute an affirmation that the warranties and  representations  contained in
Article 4 of this  Reimbursement  Agreement  remain true and correct and that no
breach of the  covenants  contained  in  Articles 5 and 7 of this  Reimbursement
Agreement has occurred as of the date of submission of such requisition,  unless
the Bank is  notified  and  approves  exceptions  to the  contrary  prior to the
disbursement of the amount sought under such requisition.

         (e) The  amount of each  advance  shall be based on the  percentage  of
completion  of work in  place,  as  determined  by the Bank on the  basis of the
Company's  requisition.  No funds will be disbursed for materials  stored on the
Premises,  with the exception of steel,  unless said  materials are to be put in
place  within  forty-five  (45)  days.  The Bank  will at all times  have  final
determination of amounts to be disbursed.

         (f) The Bank shall approve a requisition  seeking  disbursement  of the
last 10% (or any greater  percentage  including the last 10%) of the proceeds of
the Bonds on deposit  in the  Construction  Fund,  but only on the date which is
seven (7)  Business  Days after the date on which the Bank has received the last
of the following items:

                                       -25-


<PAGE>
         (i) A Certificate of an inspecting agent stating that the work has been
         completed in substantial compliance with the Plans and Specifications;

         (ii) Affidavits of the Company and the construction contractor, stating
         that each  person  providing  any  material or  performing  any work in
         connection with the Project has been paid in full;

         (iii) An  as-built  survey  showing  all  improvements,  encroachments,
         rights-of-way, easements and other matters of survey;

         (iv) Any permits,  licenses or other  evidence of  compliance  with any
         requirements of Governmental  Authorities  necessary for the use of the
         Project as contemplated in the Plans and Specifications.

         (v) A duplicate original Hazard Insurance Policy (the "Hazard Insurance
         Policy"),  in an amount  equal to 100% of the  replacement  cost of the
         Improvements  but in no event less than the amount of the  Construction
         Contract,  including,  but not limited to, coverage for damage by fire,
         extended  coverages,  vandalism  and malicious  mischief,  issued by an
         insurance company acceptable to the Bank. "Reporting Form" insurance is
         not  acceptable to the Bank. The Hazard  Insurance  Policy must provide
         for  thirty  (30)  days'  notice of  cancellation  to the Bank and must
         contain a standard mortgagee clause  satisfactory to the Bank, in favor
         of the Bank in the priority  position of the Bank's security title, and
         showing the address of the Bank as:

                           NationsBank, N.A.
                           Northwest Commercial Banking Center
                           Riverwood 100
                           3350 Riverwood Cir., N.W.
                           Atlanta, Georgia  30339

                  The  certificate  required  under  the  immediately  preceding
         paragraph  shall contain an  endorsement  clause showing the Bank as an
         additional  insured or loss payee, as  appropriate,  and shall list the
         address of the Bank as shown above.

                  All  policies  must  be  issued  by  insurance  companies  and
         agencies  licensed  by  the  Insurance  Commissioner  of the  State  of
         Georgia.

                  The Bank  shall  have  the  right to  approve  each and  every
         insurance  carrier and policy.  all  policies  shall be in the amounts,
         form and  content  (including  mortgagee  clauses)  and  issued by such
         companies as are acceptable to the Bank.  Each  insurance  company must
         have a rating of A- or better (Excellent or Superior),  and Class IX or

                                       -26-


<PAGE>
         better, in A.M. Best's Insurance Reports.

                  All policies must contain provisions  obligating the insurance
         carrier(s)  to provide  the Bank at least  thirty  (30)  days'  advance
         written notice of the  expiration,  termination or  cancellation of any
         such policy or policies.

                  Policy premiums for all coverages (including personal property
         if given as  security)  must be current and the Bank may  require  paid
         receipts or other evidence as proof of payment.

                  Except for liability insurance, the above-referenced insurance
         policies shall contain a standard mortgagee clause naming "NATIONSBANK,
         N.A., ITS SUCCESSORS  AND/OR ASSIGNS" as first mortgagee,  which states
         that the insurance coverage shall not be affected by any act or neglect
         of the Borrower or owner of the improvements.

                  The applicable  policies must be maintained during the term of
         the Letter of Credit.  All annual policy  renewals must be forwarded to
         NationsBank,  N.A.,  at the address  first above  written or such other
         address as designated by the Bank from time to time.

                  The Bank reserves the right to require the escrow of insurance
         premiums during the term of the Letter of Credit.

         (vi) Such other items as may be reasonably required by the Bank.

         (g) By execution of this  Reimbursement  Agreement,  the Company agrees
that:  (i) the Bank is not acting as agent or trustee for the Company;  (ii) the
Bank will not be held  accountable for any  requisition  approved in good faith;
and (iii) all  requisitions  approved  prior to  receipt  of  written  notice of
revocation shall be deemed approvals made in good faith.

         (h) In its sole discretion, the Bank, at any time prior to granting its
approval of any requisition submitted to it by the Company, may require that the
Company  obtain and deliver to the Bank  written  waivers or  subordinations  of
liens from the construction contractor or any other subcontractor.

         (i) The Bank shall approve requisitions  submitted by the Company up to
the  aggregate  amount of the direct  costs  specified in the  Development  Cost
Breakdown,  for the purposes and in the amounts  described  therein,  and not in
excess of the budgeted amount thereof,  and the Bank shall approve  requisitions
submitted by the Company for indirect  costs up to the  aggregate  amount of the
indirect costs specified in the Development  Cost Breakdown for the purposes and

                                       -27-


<PAGE>
in the  amounts  described  therein  and not in  excess of the  budgeted  amount
thereof. The foregoing  notwithstanding,  the Bank agrees that should any aspect
of  development  of the  Project  be  completed  at a cost less than the  amount
allocated  to such item or  category  in the  Development  Cost  Breakdown,  the
surplus  shall be available  to fund  overruns in other items or  categories  of
items provided, in the Bank's reasonable  discretion,  the remaining undisbursed
balance of the Construction Fund will be sufficient to complete  construction of
the  Improvements  in  accordance  with  the  provisions  of this  Reimbursement
Agreement.  The Bank further agrees that amounts in the contingency  established
pursuant to the Development Cost Breakdown may be used to fund overruns.


                   ARTICLE 4. REPRESENTATIONS AND WARRANTIES.

         Section 4.1.  Representations and Warranties of the Company.

         The Company represents and warrants to the Bank as follows:

         (a)  Organization;  Power;  Qualification.  The  Company  is a  limited
              ------------------------------------
liability company,  duly organized,  validly existing and in good standing under
the  laws of its  jurisdiction  of the  State  of  Georgia,  has the  power  and
authority  to own its  properties  and to carry on its business as now being and
hereafter  proposed to be conducted and is duly  qualified and  authorized to do
business  in the  State of  Georgia  and in each  jurisdiction  in which (i) the
character  of  its  properties  or the  nature  of its  business  requires  such
qualification  or  authorization  and (ii) the absence of such  qualification or
authorization would have a Material Adverse Effect.

         (b) Subsidiaries. The Company has no subsidiaries.
             ------------

         (c)  Authorization.  The Company has the right and power, and has taken
              -------------
all  necessary  action to  authorize  it, to execute,  deliver and perform  this
Reimbursement  Agreement  and the  Related  Documents  to which it is a party in
accordance with their respective  terms. This  Reimbursement  Agreement and such
Related  Documents have been duly executed and delivered by the duly  authorized
officers of the Company and each is, a legal,  valid and binding  obligation  of
the Company  enforceable  against the Company in accordance  with its respective
terms.

         (d) Compliance of Agreement and Related  Documents With Laws,  Etc. The
             ---------------------------------------------------------------
execution,  delivery and  performance  of this  Reimbursement  Agreement and the
Related Documents in accordance with their respective terms do not and will not,
by the  passage of time,  the giving of notice or  otherwise,  (i)  require  any
Governmental  Approval or violate any  Applicable  Law  relating to the Company,
(ii)  conflict  with,  result in a breach of or  constitute a default  under the
articles of  incorporation  or bylaws of the Company,  or any indenture,  lease,
loan or credit agreement, instrument or other contract or agreement to which the
Company  is a party or by which  the  Company  or any of its  properties  may be
bound,  which conflict,  breach or default would have a Material Adverse Effect,

                                       -28-


<PAGE>
or (iii)  result in or require the  creation or  imposition  of any Lien upon or
with respect to any property now owned or hereafter acquired by the Company.

         (e)  Business.  Neither  the  Company  nor any of its  Subsidiaries  is
              --------
engaged principally,  or as one of its important activities,  in the business of
extending  credit for the purpose of  purchasing  or carrying  any margin  stock
(within  the meaning of  Regulations  U and X of the Board of  Governors  of the
Federal Reserve  System).  The correct  corporate name of the Company is "Abrams
Riverside,  LLC" and the Company  does not  conduct  and,  during the  five-year
period immediately preceding the Closing Date, has not conducted, business under
any trade name or other fictitious name. The Company's chief executive office is
located at 1945 The Exchange, Suite 400, Atlanta, Georgia 30339.

         (f) Compliance With Law;  Governmental  Approvals.  The Company (i) has
             ---------------------------------------------
all  Governmental  Approvals  required  by any  Applicable  Law  relating to the
Company,  each of which is in full force and effect, is final and not subject to
review on appeal and is not the subject of any pending or  threatened  attack by
direct or collateral proceeding and (ii) is in compliance with each Governmental
Approval  applicable  to it and in  compliance  with all  other  Applicable  Law
relating to the Company,  the failure to comply with which would have a Material
Adverse Effect.

         (g) Titles to  Properties.  The Company has good,  marketable and legal
             ---------------------
title to, or a valid leasehold interest in, its properties and assets, including
but not limited to those reflected on the balance sheets of the Company referred
to in Section  4.1.(l)  except those which have been  disposed of by the Company
subsequent  to the  date  of such  balance  sheets  in the  ordinary  course  of
business.

         (h) Liens.  Except as set forth in Part I of Schedule 4.1.(h),  none of
             -----
the  properties of the Company is, as of the Closing Date,  subject to any Lien,
except Permitted Liens.  Except as set forth in Part II of Schedule 4.1.(h),  no
financing  statement  under  the  Uniform  Commercial  Code  as  enacted  in any
jurisdiction  which  names the  Company as debtor or covers any  property of the
Company has been filed and is still effective in any state or other jurisdiction
and the  Company has not signed any such  financing  statement  or any  security
agreement  authorizing  any secured party  thereunder to file any such financing
statement  except for financing  statements and security  agreements in favor of
the Bank.

         (i)  Indebtedness  and Guaranties.  There is no indebtedness  for Money
              ----------------------------
Borrowed.  The Company has performed and is in material  compliance  with all of
the terms of such Indebtedness and Guaranties and all instruments and agreements
relating  thereto,  and no default or event of  default,  or event or  condition
which with  notice or lapse of time or both would  constitute  such a default or
event of  default,  exists  as of the  Closing  Date  with  respect  to any such
Indebtedness or Guaranty.

         (j)  Litigation.  There are no actions,  suits or  proceedings  pending
              ----------
(nor,  to the  knowledge  of the  Company,  are  there  any  actions,  suits  or
proceedings threatened, nor is there any basis therefor) against or in any other

                                        -29-


<PAGE>
way relating adversely to or affecting the Company or any of its property in any
court or  tribunal  or  before  any  arbitrator  of any kind or before or by any
governmental body except actions, suits or proceedings of the character normally
incident to the kind of business  conducted by the Company  which,  if adversely
determined,  would not  singly or in the  aggregate  have a  materially  adverse
effect on the financial  condition or operations of the Company and there are no
strikes or  walkouts in progress  relating to any labor  contracts  to which the
Company is a party.

         (k) Tax Returns and Payments.  All federal, state and other tax returns
             ------------------------
of the Company  required by Applicable Law to be filed have been duly filed, and
all federal,  state and other taxes,  assessments and other governmental charges
or levies upon the Company and its properties,  income, profits and assets which
are due and payable  have been paid except any such  nonpayment  which is at the
time permitted under Section 5.6.

         (l) Adverse Change.  Since August 31, 1997, no material  adverse change
             --------------
in the business, assets, liabilities, financial condition, results of operations
or business prospects of the Company and the Affiliate Guarantors has occurred.

         (m)  ERISA.  The  Company  and  its  Subsidiaries  have no  Plans  and,
              -----
consequently,  are in compliance  with ERISA, to the extent  applicable,  in all
material respects.  No material liability to the PBGC or to a Multiemployer Plan
has been,  or is expected  by the Company to be,  incurred by the Company or any
Subsidiary.

         (n)  Absence of  Defaults.  The  Company  is not in  default  under its
              --------------------
articles of  incorporation or bylaws,  and no event has occurred,  which has not
been  remedied,  cured or waived,  (i) which  constitutes  a Default or Event of
Default, or (ii) which constitutes,  or which with the passage of time or giving
of notice or both would constitute, a default or event of default by the Company
under any  indenture,  lease,  loan or  credit  agreement,  instrument  or other
contract or  agreement  or  judgment,  decree or order to which the Company is a
party or by which the Company or any of its properties may be bound.

         (o) Accuracy and Completeness of Information.  All written information,
             ----------------------------------------
reports and other papers and data  furnished  to the Bank were,  at the time the
same were so furnished,  complete and correct in all material  respects,  to the
extent  necessary  to give the  recipient a true and  accurate  knowledge of the
subject matter,  or, in the case of financial  statements,  present  fairly,  in
accordance with generally accepted accounting  principles  consistently  applied
throughout the periods involved,  the financial position of the Persons involved
as at the date thereof and the results of operations  for such periods.  No fact
is known to the Company  which has had, or may in the future have (so far as the
Company can foresee),  a materially adverse effect upon the financial  condition
or operations of the Company or any  Subsidiary  which has not been set forth in
such  information,  reports or other  papers or data or  otherwise  disclosed in
writing to the Bank prior to the Closing Date. No document  furnished or written
statement made to the Bank in connection  with the  negotiation,  preparation or
execution  of  this  Reimbursement  Agreement  or any of the  Related  Documents

                                       -30-


<PAGE>
contains  or  will  contain  any  untrue  statement  of a fact  material  to the
creditworthiness  of the Company or omits or will omit to state a material  fact
necessary in order to make the statements contained therein not misleading.

         (p) Environmental Laws. The Company has obtained all permits,  licenses
             -------------------
and other  authorizations  which are required under Environmental Laws and is in
compliance  in all  material  respects  with all  terms  and  conditions  of the
required permits, licenses, and authorizations,  and it is also in compliance in
all material  respects  with all other  limitations,  restrictions,  conditions,
standards, prohibitions,  requirements,  obligations,  schedules, and timetables
contained in the  Environmental  Laws.  The Company is not aware of, and has not
received  notice  of,  any  past,   present,   or  future  events,   conditions,
circumstances,  activities,  practices, incidents, actions, or plans which, with
respect to the Company,  may interfere  with or prevent  compliance or continued
compliance with Environmental  Laws, or may give rise to any common-law or legal
liability,  or  otherwise  form the basis of any claim,  action,  demand,  suit,
proceeding,  hearing,  study,  or  investigation,  based  on or  related  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport, or handling or the emission, discharge, release or threatened release
into the environment,  of any pollutant,  contaminant,  chemical, or industrial,
toxic,  or hazardous  substance or waste;  and there is no civil,  criminal,  or
administrative  action, suit, demand, claim, hearing,  notice, or demand letter,
notice or violation,  investigation,  or proceeding pending or, to the Company's
knowledge,  threatened, against the Company relating in any way to Environmental
Laws.

         (q)  Official  Statement.  Except  for  information  contained  therein
              -------------------
describing the Bank, the Underwriter,  the Issuer or exemption from taxation, as
to which no  representation  is made:  (i) the Official  Statement of the Issuer
relating to the Bonds is, and the Preliminary  Official  Statement of the Issuer
relating  to the  Bonds as of its  issuance  date  was,  and any  supplement  or
amendment to either thereof shall be, accurate in all material  respects for the
purposes  for  which its use is,  was,  or shall  be,  authorized;  and (ii) the
Official  Statement  does not,  the  Preliminary  Official  Statement  as of its
issuance date did not, and any such supplement or amendment  shall not,  contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.

         (r)  Representations  and Warranties.  None of the  representations  or
              -------------------------------
warranties  made by the  Company  in this  Reimbursement  Agreement,  any  other
Related Document to which it is a party or in any financial  statement,  exhibit
or document  furnished in connection  with this  Reimbursement  Agreement or any
other Related Document to which it is a party as of the respective dates of such
representations and warranties, contains any untrue statement of a material fact
or omits any material fact necessary to make the statements made not misleading.

         (s)   Representations   and  Warranties  in  Related  Documents.   Each
               ---------------------------------------------------------
representation  and warranty  made by the Company in the Related  Documents  are
hereby  made to and for the  benefit  of the Bank as if the same  were set forth
herein in full.

                                       -31-


<PAGE>
         Section 4.2.  Survival of Representations and Warranties.
                       ------------------------------------------

         All statements contained in any certificate, financial statement, legal
opinion or other instrument delivered by or on behalf of the Company pursuant to
or in connection with this  Reimbursement  Agreement or any Related  Document to
which it is a party shall constitute  representations  and warranties made under
this Reimbursement Agreement. All representations and warranties made under this
Reimbursement Agreement shall be deemed to be made at and as of the Closing Date
and at and as of the date of any drawing under the Letter of Credit.


                        ARTICLE 5. AFFIRMATIVE COVENANTS.

         Until  the  termination  of  this   Reimbursement   Agreement  and  the
expiration  or  cancellation  of the  Letter  of  Credit  and  the  indefeasible
satisfaction  and payment in full of all Obligations,  the Company will,  unless
the Bank shall otherwise consent in writing:

         Section 5.1.  Preservation of Existence and Similar Matters.
                       ---------------------------------------------

         Preserve and maintain its existence,  rights, franchises,  licenses and
privileges  in the  jurisdiction  of its  organization  and  qualify  and remain
qualified as a limited  liability  company and authorized to do business in each
jurisdiction  in which the  character  of its  properties  or the  nature of its
business requires such qualification or authorization.

         Section 5.2.  Compliance With Applicable Law.
                       ------------------------------

         Comply  with  all  Applicable  Law,  including  the  obtaining  of  all
Governmental Approvals, relating to the Company.

         Section 5.3.  Maintenance of Property.
                       -----------------------

         In addition to, and not in derogation  of, the  requirements  of any of
the Related Documents, (a) protect and preserve all its trademarks, and maintain
in good repair,  working order and condition all tangible properties utilized in
the Company's business operations, and (b) from time to time make or cause to be
made all needed and appropriate repairs, renewals, replacements and additions to
such properties,  so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

         Section 5.4.  Conduct of Business.
                       -------------------

         At all times carry on its  business in an  efficient  manner and engage
only in businesses in substantially the same fields as the business conducted on
the Closing Date.

                                       -32-


<PAGE>
         Section 5.5.  Insurance.
                       ---------

         Maintain,  in addition  to that  required by the Deed to Secure Debt or
any of  the  other  Related  Documents,  insurance  with  responsible  insurance
companies against such risks and in such amounts as is customarily maintained by
similar  businesses  or as may be required by  Applicable  Law, and from time to
time deliver to the Bank upon its request a detailed list of the insurance  then
in effect,  stating the names of the insurance companies,  the amounts and rates
of the  insurance,  the dates of the  expiration  thereof and the properties and
risks covered thereby.

         Section 5.6.  Payment of Taxes and Claims.
                       ---------------------------

         Pay or discharge when due: (a) all taxes,  assessments and governmental
charges  or levies  imposed  upon it or upon its  income or  profits or upon any
properties belonging to it, and (b) all lawful claims of materialmen, mechanics,
carriers,  warehousemen and landlords for labor, materials, supplies and rentals
which, if unpaid, might become a Lien on any properties of the Company or any of
its  Subsidiaries;  provided,  however,  that this Section shall not require the
payment or discharge of any such tax,  assessment,  charge,  levy or claim which
the Company is contesting in good faith by appropriate proceedings which operate
to suspend the  collection  thereof and for which  adequate  reserves  have been
established on the appropriate books of the Company.

         Section 5.7.  Accounting Methods and Financial Records.
                       ----------------------------------------

         Maintain  a system of  accounting,  and keep such  books,  records  and
accounts  (which  shall be true and  complete),  as may be required or as may be
necessary to permit the  preparation of financial  statements in accordance with
generally accepted accounting  principles  consistent with those followed in the
preparation of the financial statements referred to in Section 4.1.(l).

         Section 5.8.  Visits and Inspections.
                       ----------------------

         Permit  representatives of the Bank, from time to time, as often as may
be reasonably  requested,  but only during normal  business hours and subject to
reasonable procedures for the protection of proprietary processes, to: (a) visit
and inspect the  properties  of the Company,  (b) inspect and make extracts from
its relevant books and records,  including but not limited to management letters
prepared  by  independent  accountants,  and  (c)  discuss  with  its  principal
officers, and its independent accountants,  the business,  assets,  liabilities,
financial  conditions,  results of  operations  and  business  prospects  of the
Company.

         Section 5.9.  Remarketing Agent, Underwriter and Trustee.
                       ------------------------------------------

         The Company will maintain a Remarketing Agent,  Underwriter and Trustee
acceptable to the Bank.

                                       -33-


<PAGE>
         Section 5.10.  Environmental Law Compliance.
                        ---------------------------

         Comply in all material respects with all applicable Environmental Laws.
The Company  will not permit any Person to use any  Hazardous  Materials  at the
Project Site or at any of the  Company's  other  places of business  except such
materials as are  incidental  to the Company's  normal  course of business.  The
Company  shall  provide  the  Bank,  its  agents,  contractors,   employees  and
representatives  with  access to and  copies  of any and all data and  documents
relating  to  or  dealing  with  any  Hazardous   Materials   used,   generated,
manufactured,  stored or disposed of by the Company's business operations within
5 days of the request therefor.

         Section 5.11.  Registration of Bonds.
                        ---------------------

         Cause all Bonds which it acquires, or which it has had acquired for its
account, to be registered forthwith in accordance with the Indenture in the name
of the Company and pledged to the Bank under the Pledge Agreement.

         Section 5.12  Financial Covenants.
                       -------------------

         Until  the  termination  of  this   Reimbursement   Agreement  and  the
expiration  or  cancellation  of the  Letter  of  Credit  and  the  indefeasible
satisfaction  and payment in full of all  Obligations,  the following  financial
covenants will be maintained:

         (i)     Total  Liabilities  to Tangible Net Worth.  Abrams  Industries,
Inc. must maintain a ratio of Total Liabilities  to  Tangible  Net  Worth of not
greater than 3.80 to 1:0 quarterly, commencing April 30, 1998 and on each fiscal
quarter end thereafter.

         As used  above,  Tangible  Net  Worth  shall be  calculated  quarterly,
commencing April 30, 1998 and on each fiscal quarter end thereafter and shall be
defined as the sum of (a) common stock,  paid-in  capital and retained  earnings
shown on the balance  sheet of Abrams  Industries,  Inc.  minus (b) the treasury
stock  and  intangible  assets of  Abrams  Industries,  Inc.  as  determined  in
accordance with generally accepted accounting principles,  which includes but is
not limited to,  goodwill,  covenants  not to compete,  capitalized  patents and
trademarks.

         (ii)  Debt  Service  Coverage  Ratio.  Abrams  Industries,  Inc.  shall
maintain a Debt Service  Coverage  Ratio of not less than 1.10 to 1.0 at the end
of each fiscal quarter  commencing April 30, 1998, based upon the present fiscal
quarter and the previous three fiscal  quarters.  Debt Service Coverage shall be
defined as earnings before interest, taxes, depreciation, amortization and other
non-cash  expenses,  less  distributions  or  dividends  divided  by the  sum of
interest expense plus current maturities of long term debt and capital leases.



                                       -34-


<PAGE>
                             ARTICLE 6. INFORMATION

         Section 6.1.  Information.
                       -----------

         Until  the  termination  of  this   Reimbursement   Agreement  and  the
expiration  or  cancellation  of the  Letter  of  Credit  and  the  indefeasible
satisfaction  and payment in full of all Obligations,  the Company will,  unless
the Bank shall otherwise  consent in writing,  furnish to the Bank at its office
then designated for notices pursuant to Section 9.1.:

         (a) Quarterly Financial  Statements.  Within 45 days after the close of
             -------------------------------
each fiscal quarter,  the balance sheet and income  statement of the Company and
the Affiliate Guarantors as of the end of such quarter and setting forth in each
case the  financial  position of the Company,  or the Affiliate  Guarantors,  as
applicable, as of the date thereof and the results of operation for such period,
in comparative form including the figures for the  corresponding  periods of the
previous fiscal year, all of which shall be certified as true and correct by the
Chief Financial Officer or President of the Company.

         (b) Audited Year-End Statements.  Within 120 days after the end of each
             ---------------------------
fiscal year of the Company and the  Affiliate  Guarantors,  the balance sheet of
the Company and the Affiliate Guarantors,  as applicable,  as at the end of such
fiscal  year and the  related  statements  of  income,  and with  respect to the
Affiliate  Guarantors only, the retained earnings and cash flow of the Affiliate
Guarantors for such fiscal year,  setting forth in comparative  form the figures
as at the end of and for the  previous  fiscal year,  certified  by  independent
certified public  accountants  whose certificate shall be in scope and substance
satisfactory to the Bank and who shall have authorized the Affiliate  Guarantors
to deliver  such  financial  statements  and  certification  thereof to the Bank
pursuant to this Reimbursement Agreement.

         (c) Officer's  Certificate.  At the time the financial  statements  are
             ----------------------
furnished  pursuant to Sections  6.1.(a) and (b), the Company and the  Affiliate
Guarantors  shall also furnish a certificate of their respective Chief Financial
Officer or  President:  (i) setting  forth as at the end of such fiscal year, in
the case of financial  statements  furnished  pursuant to Section 6.1.(b),  with
respect to the Company,  the calculations  required to establish  whether or not
the Company was in compliance with the requirements of Section 7.1. hereof,  and
with respect to Abrams Industries,  Inc., the calculations required to establish
whether or not Abrams  Industries,  Inc. was in compliance with the requirements
of Section 5.12 hereof and (ii) in all cases,  stating that, to the best of such
officer's  knowledge,  information  and  belief,  no Default or Event of Default
exists, or if such is not the case,  specifying such Default or Event of Default
and its nature,  when it occurred,  whether it is continuing and the steps being
taken by the Company with respect to such event, condition or failure.

         (d) Copies of Other Reports. (i) Promptly upon receipt thereof,  copies
             -----------------------
of all  reports,  if any,  submitted  to the Company by its  independent  public
accountants,  including, without limitation, any management report; (ii) as soon
as  practicable,  copies of all financial  statements and reports as the Company

                                       -35-


<PAGE>
shall  send  to its  stockholders  and of all  registration  statements  and all
regular or periodic  reports which the Company shall file,  with the  Securities
and Exchange Commission or any successor  commission and (iii) from time to time
and promptly upon each request, such data,  certificates,  reports,  statements,
opinions of counsel,  documents or further  information  regarding the business,
assets,  liabilities,  financial  condition,  results of  operations or business
prospects of the Company as the Bank may reasonably request and that the Company
has or without unreasonable expense can obtain.

         (e) Notice of Litigation  and Other  Matters.  Prompt notice of: (i) to
             ----------------------------------------
the extent the Company is aware of the same, the commencement of all proceedings
and investigations by or before any governmental or nongovernmental body and all
actions and  proceedings in any court or other tribunal or before any arbitrator
against or in any other way relating adversely to, or adversely  affecting,  the
Company or any of its Subsidiaries or any of their respective properties, assets
or  businesses,  the  adverse  determination  of which  would have a  materially
adverse effect on the financial condition or operations of the Company; (ii) any
amendment to the articles of incorporation  or bylaws of the Company;  (iii) any
change in the management of the Company and any change in the business,  assets,
liabilities, financial condition, results of operations or business prospects of
the Company or any of its  Subsidiaries  which has had or may have any  material
adverse effect on the financial  condition or operations of the Company and (iv)
any Default or Event of Default or any event which constitutes or which with the
passage of time or giving of notice or both would  constitute a default or event
of default by the Company under any indenture,  lease, loan or credit agreement,
instrument or other  contract or agreement to which the Company is a party or by
which the Company or any of its properties may be bound.

         (f) ERISA.  As soon as possible  and in any event  within 30 days after
             -----
the Company knows, or has reason to know,  that: (i) any Termination  Event with
respect to a Plan has occurred or will occur;  (ii) any Unfunded  Vested Accrued
Benefits  exist or (iii) the  Company  is in  "default"  (as  defined in Section
4219(c)(5) of ERISA) with respect to payments to a  Multiemployer  Plan required
by reason of its complete or partial withdrawal (as described in Section 4203 or
4205 of ERISA) from such Plan, a certificate of the President or Chief Executive
Officer of the Company setting forth the details of such of the events described
in clauses (i) through (iii) as  applicable  and the action which is proposed to
be taken with respect  thereto,  together with any notice or filing which may be
required  by the PBGC or other  agency  of the  United  States  government  with
respect  to such of the  events  described  in  clauses  (i)  through  (iii)  as
applicable.

         (g) Notification of Environmental Matters. Prompt notice of (i) any and
             -------------------------------------
all enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted or threatened  against or otherwise  affecting the Collateral
or  the  Company's  other  business   operations   pursuant  to  any  applicable
Environmental Laws; and (ii) all claims made or threatened by any Person against
the Company relating to damages, contribution,  cost recovery compensation, loss
or injury resulting from any Hazardous Materials.

                                       -36-


<PAGE>
                          ARTICLE 7. NEGATIVE COVENANTS

         Until  the  termination  of  this   Reimbursement   Agreement  and  the
expiration or cancellation of the Letter of Credit and the  satisfaction in full
of all  Obligations,  the Company will not, unless the Bank shall give its prior
written consent:

         Section 7.1.  Indebtedness for Borrowed Money.
                       -------------------------------

         Create,  assume, or otherwise become or remain obligated in respect of,
or permit or suffer to exist or to be  created,  assumed  or  incurred  or to be
outstanding any Indebtedness for Money Borrowed other than Indebtedness owing to
the Bank.

         Section 7.2.  Guaranties.
                       ----------

         Become or remain liable on or under any Guaranty.

         Section 7.3.  Investments.
                       -----------

         Acquire,  after the date hereof,  any Business Unit or  Investment  or,
after such date, permit any Investment to be outstanding.


         Section 7.4.  Liens.
                       -----

         Create,  assume,  incur or permit or suffer to exist or to be  created,
assumed  or  incurred,  any Lien  upon any of its  properties  or  assets of any
character whether now owned or hereafter acquired other than Permitted Liens.

         In addition,  Abrams Industries,  Abrams Fixture Corporation and Abrams
Construction,  Inc., the general contractor of the Project,  shall not be liable
for recourse  real estate debt other than Abrams  Industries  on the Project and
Abrams Fixture Corporation and Abrams Industries,  Inc. for the existing debt on
the  Jones  Ave.  building  owned by  Abrams  Fixture  Corporation  and any debt
resulting from the tax free exchange of the Jones Ave. building.

         Section 7.5.  Merger, Consolidation and Sale of Assets.
                       ----------------------------------------

         Merge or consolidate  with any other Person or sell,  lease or transfer
or otherwise  dispose of all or a substantial  portion of its assets, or sell or
otherwise  transfer all or a portion of the Project or of the  Collateral or any
of the Company's interest therein, to any Person.

         Section 7.6.  Transaction With Affiliates.
                       ---------------------------
         Effect  any  transaction  with any  Affiliate  or  Subsidiary  by which
inventory or any other asset or services of the Company is  transferred  to such
Affiliate or Subsidiary,  or any similar item is transferred from such Affiliate

                                       -37-


<PAGE>
or  Subsidiary  to the  Company,  at less  than  FIFO cost or for more than fair
salable  value,  or enter  into  any  other  transaction  with an  Affiliate  or
Subsidiary on terms more favorable to such Affiliate or Subsidiary than would be
reasonably  expected  to be given in a  similar  transaction  with an  unrelated
entity.

         Section 7.7.  Plans.
                       -----

         Take any action  which would  result in the  existence  of any Unfunded
Vested Accrued Benefits under any Plans.

         Section 7.8.  Loans.
                       -----
         Extend credit to or make any advance, loan,  contribution or payment of
money or goods (other than normal  compensation for personal services and travel
expenses in the ordinary course of business) to any Person.

         Section 7.9.  Change  of Name; Change  of Address  of  Chief  Executive
                       ---------------------------------------------------------
Office  or Principal Place of Business in Georgia.
------------------------------------------------

         Change  (i)  the  Company's  legal  name  or (ii)  the  address  of the
Company's  (a) chief  executive  office or (b)  principal  place of  business in
Georgia.

         Section 7.10.  Judgment.
                        --------

         Allow a  judgment  or order  for the  payment  of  money to be  entered
against the Company or any  Subsidiary  by any court  which  exceeds  $50,000 in
amount and allow such judgment or order to continue undischarged or unstayed for
thirty (30) days.

         Section 7.11.  Attachment.
                        ----------

         Allow a warrant or writ of attachment  or execution or similar  process
to be issued  against  (i) any  property  of the Company  which  warrant,  writ,
execution or process  exceeds  $50,000 in value and allow said  warranty,  writ,
execution or process to continue  undischarged  or unstayed for ten (10) days or
(ii) any of the Collateral.

                               ARTICLE 8. DEFAULT.

         Section 8.1.  Events of Default.
                       -----------------

         Each of the following  shall  constitute an Event of Default,  whatever
the reason for such event and whether it shall be voluntary or involuntary or be
effected by  operation  of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any governmental or nongovernmental body:

         (a)  Default  in  Payment.  The  Company  shall  fail to pay any amount
              --------------------
payable to the Bank under any  provision  of Section  2.2.,  or any of the other
Obligations,  when and as due (whether  upon demand,  at maturity,  by reason of
acceleration  or otherwise)  which failure shall  continue for a period of three

                                       -38-


<PAGE>
(3) days after written notice, specifying such failure and requesting that it be
remedied,  given by the Bank to the Company  and the  Affiliate  Guarantors,  or
given by the Trustee to the Company; provided,  however, that said notice may be
delivered by the Bank to the Company and the Affiliate  Guarantors via facsimile
transmitted and confirmed by telephone.

         (b) Misrepresentations.  Any statement, representation or warranty made
             ------------------
by or on behalf of the  Company  orally or in writing  under this  Reimbursement
Agreement or under any Related Document, or in any other writing or statement at
any time  furnished  or made by or on behalf of the  Company to the Bank,  shall
prove  to have  been  incorrect  or  misleading  in any  material  respect  when
furnished or made.

         (c)  Default  in  Performance.  The  Company  shall  fail to perform or
              ------------------------
observe  any  term,   covenant,   condition  or  agreement   contained  in  this
Reimbursement Agreement or in any Related Document to which it is a party, or in
any other  agreement  between  the  Company  and the Bank  which  failure  shall
continue for a period of thirty (30) days after written notice,  specifying such
failure and requesting that it be remedied, given by the Bank to the Company and
the  Affiliates  Guarantors  or given by the Trustee to the Company,  unless the
Bank shall agree in writing to an extension of such time prior to the expiration
thereof.

         (d)      [Intentionally Omitted]

         (e)      [Intentionally Omitted]

         (f) Voluntary Bankruptcy Proceeding. The Company, any Subsidiary or any
             -------------------------------
Affiliate  shall:  (i)  commence  a  voluntary  case  under  the  United  States
Bankruptcy  Code;  (ii) file a petition  seeking to take  advantage of any other
Applicable Laws relating to bankruptcy, insolvency,  reorganization,  winding up
or composition  for adjustment of debts;  (iii) apply for or consent to, or fail
to contest in a timely and appropriate manner, the appointment of, or the taking
of possession by, a receiver, custodian, trustee or liquidator of itself or of a
substantial part of its property, domestic or foreign; (iv) admit in writing its
inability to pay its debts as they become due; (v) make a general assignment for
the benefit of  creditors;  (vi) make a  conveyance  fraudulent  as to creditors
under any Applicable  Law or (vii) take any corporate  action for the purpose of
effecting any of the foregoing.

         (g) Involuntary Bankruptcy Proceeding. A case or other proceeding shall
             ---------------------------------
be commenced  against the Company,  any Subsidiary or any Affiliate in any court
of competent  jurisdiction seeking (i) relief under the United States Bankruptcy
Code or under any other  Applicable  Laws  relating to  bankruptcy,  insolvency,
reorganization,  winding up or adjustment of debts or (ii) the  appointment of a
trustee,  receiver,  custodian,  liquidator  or the  like of the  Company,  such
Subsidiary or such  Affiliate or of all or any  substantial  part of the assets,

                                       -39-


<PAGE>
domestic or foreign, of the Company,  such Subsidiary or such Affiliate and such
case or other proceeding shall continue  undischarged,  undismissed and unstayed
for sixty (60) days.

         (h)  Litigation.  The Company or any other Person a party thereto shall
              ----------
challenge or contest in any action,  suit or  proceeding  in any court or before
any  arbitrator  or  governmental  body the validity or  enforceability  of this
Reimbursement Agreement or any Related Document or the enforceability of, or the
perfection or priority of the Bank's Lien in any of the Collateral.

         (i)      [Intentionally Omitted]

         (j)      [Intentionally Omitted]

         (k)  ERISA.  (i) Any  Termination  Event  with  respect to a Plan shall
              -----
occur; (ii) any Plan shall incur an "accumulated funding deficiency" (as defined
in Section  412 of the Code or Section  302 of ERISA) for which a waiver has not
been obtained in accordance with the applicable provisions of the Code and ERISA
or (iii) the Company is in "default" (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a  Multiemployer  Plan  resulting from the Company's
complete or partial  withdrawal  (as described in Section 4203 or 4205 of ERISA)
from such Multiemployer Plan.

         (l)       [Intentionally Omitted]

         (m) Sale of Project.  The Company or the Issuer  shall sell,  convey or
             ---------------
otherwise  transfer  any of its  interest  in all or a  portion  of the  Project
provided,  however,  that the  Company  may  transfer  personal  property in the
ordinary course of business.

         (n) Related  Documents  Defaults.  Any "Event of Default"  under and as
             ----------------------------
defined in any Related Document shall occur.

         (o) Priority of Bank's Lien.  The Bank's Lien in any of the  Collateral
             -----------------------
shall for any reason cease to be a valid,  enforceable and first-priority  Lien,
subject only to Permitted Liens.

         (p) Affiliate Guaranties Defaults.  Any "Event of Default" under and as
             -----------------------------
defined in any Affiliate Guaranty shall occur.

         Section 8.2.  Remedies.
                       --------

         (a) If any Event of Default (other than any Event of Default  specified
in Section  8.1.(f) or (g)) shall have occurred and be continuing,  the Bank may
(i) give  notice  to the  Trustee  pursuant  to  Section  6.02 of the  Indenture
requesting  the Trustee to declare the  principal of all Bonds then  outstanding
and all interest accrued and unpaid thereon to be due and payable,  or (ii) make
demand upon the Company to, and  forthwith  upon such demand the Company  shall,
pay to the  Bank in same day  funds  at the  Bank's  office  designated  in such

                                       -40-


<PAGE>
demand,  for deposit into the Cash  Collateral  Account,  an amount equal to the
maximum  amount then  available  to be drawn under the Letter of Credit.  If any
Event of Default specified in sections 8.1.(f) or (g) shall have occurred and be
continuing,  (x) the Bank shall give notice to the  Trustee  pursuant to Section
6.02 of the  Indenture  requesting  the Trustee to declare the  principal of all
Bonds then outstanding and all interest accrued and unpaid thereon to be due and
payable and (y) the Company shall pay to the Bank,  immediately  and without any
demand or notice by the Bank whatsoever,  in same day funds at the Bank's office
designated  in Section  9.1.,  for deposit in the Cash  Collateral  Account,  an
amount equal to the maximum  amount then  available to be drawn under the Letter
of Credit.

         Section 8.3.  Additional Rights.
                       -----------------

         The Bank  shall  have the  right,  upon the  happening  of any Event of
Default, in addition to any rights or remedies available to it hereunder,  under
the Deed to Secure Debt and any other  Related  Document,  to exercise all other
rights and remedies available to it by agreement, at law or in equity.

         Section 8.4.  Cash Collateral Account.
                       -----------------------

         (a) Upon the  happening  of any Event of  Default,  in  addition to any
other  rights or remedies  available to it  hereunder,  the Bank may require the
Company  to create  and the  Company  hereby  agrees to create a demand  deposit
account  with the Bank (the  "Cash  Collateral  Account").  The Cash  Collateral
Account  shall be in the name of the  Company,  but under the sole  dominion and
control of the Bank and subject to the terms hereof.

         (b) If requested by the Company and subject to the right of the Bank to
withdraw  funds from the Cash  Collateral  Account as provided  below,  the Bank
will, so long as no Event of Default  referred to Sections  8.1.(a),  (f) or (g)
shall have occurred and be continuing, from time to time invest funds on deposit
in the Cash Collateral Account,  reinvest proceeds of any such investments which
may mature or be sold,  and invest  interest or other income  received  from any
such  investments,  in each case in such Eligible  Securities as the Company may
select and notify to the Bank.  Such proceeds,  interest or income which are not
so invested or  reinvested  in Eligible  Securities  shall,  except as otherwise
provided  in  this  Section,  be  deposited  and  held by the  Bank in the  Cash
Collateral  Account.  Eligible  Securities  from time to time purchased and held
pursuant to this subsection shall be referred to as "Collateral  Securities" and
shall,  for purposes of this  Reimbursement  Agreement,  constitute  part of the
funds held in the Cash Collateral  Account in amounts equal to their  respective
outstanding principal amounts.

         (c) If at any time the Bank  determines that any funds held in the Cash
Collateral  Account are  subject to any right or claim of any Person  other than
the Bank or that the total amount of such funds is less than the maximum  amount
at such time available to be drawn under the Letter of Credit, the Company will,
forthwith  upon demand by the Bank,  pay to the Bank, as additional  funds to be
deposited and held in the Cash Collateral Account, an amount equal to the excess

                                       -41-


<PAGE>
of (i) such maximum  amount at such time  available to be drawn under the Letter
of Credit  over (ii) the total  amount of funds,  if any,  then held in the Cash
Collateral  Account  which the Bank  determines to be free and clear of any such
right and claim.

         (d) The Company  hereby pledges and  collaterally  assigns to the Bank,
and  grants to the Bank a  security  interest  in,  all  funds  held in the Cash
Collateral Account (including  Collateral  Securities) from time to time and all
proceeds  thereof,  as security for the  Obligations.  Nothing in this  Section,
however,  shall either obligate the Bank to require any funds to be deposited in
the Cash  Collateral  Account  or limit  the  right  of the  Bank,  which it may
exercise at any time and from time to time,  to release to the Company any funds
held in the Cash  Collateral  Account  pursuant to the other  provisions of this
Section.

         (e) The Bank  may,  at any time or from  time to time  after  funds are
either  deposited  in the Cash  Collateral  Account or  invested  in  Collateral
Securities,  after selling, if necessary, any Collateral Securities, apply funds
then held in the Cash Collateral Account to the payment of any amounts,  in such
order as the Bank may  elect,  as shall  have  become  or shall  become  due and
payable by the Company to the Bank under this Reimbursement Agreement; provided,
however,  the Bank  shall not use any such funds to pay any  drawings  under the
Letter of Credit.  The Company  agrees that, to the extent notice of sale of any
Collateral  Securities  shall be required by law, at least five  Business  Days'
notice to the Company of the time and place of any public sale or the time after
which any private sale is to be made shall constitute  reasonable  notification.
The  Bank  may  adjourn  any  public  or  private  sale  from  time  to  time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice, be made at the time and place to which it will so adjourned.

         (f) Neither the Company nor any Person claiming on behalf of or through
the Company  shall have any right to withdraw  any of the funds held in the Cash
Collateral  Account,  except as otherwise  provided in subsection  (f) below and
except that upon the  termination of the Letter of Credit in accordance with its
terms and the indefeasible  payment and satisfaction in full of all Obligations,
any funds remaining in the Cash Collateral Account shall be returned by the Bank
to the Company or paid to whomever may be legally entitled thereto.

         (g)  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing but subject to the  immediately  preceding  subsection  (b), the Bank
will  release  to the  Company  or at its order  (i)  interest  or other  income
received  on  Collateral  Securities  and  (ii) at the  written  request  of the
Company,  funds held in the Cash  Collateral  Account in an amount up to but not
exceeding  the  excess,  if any  (immediately  prior to the  release of any such
funds),  of (x) the total  amount of funds held in the Cash  Collateral  Account
over (y) the maximum amount available to be drawn under the Letter of Credit.

                                       -42-


<PAGE>
         (h) The Company  agrees that it will not (i) sell or otherwise  dispose
of any interest in the Cash  Collateral  Account or any funds held  therein,  or
(ii)  create  or  permit  to exist  any Lien  upon or with  respect  to the Cash
Collateral  Account  or  any  funds  held  therein,  except  as  provided  in or
contemplated by this Reimbursement Agreement.

         (i)  The  Bank  shall  exercise  reasonable  care  in the  custody  and
preservation  of any  funds  held in the Cash  Collateral  Account  and shall be
deemed  to have  exercised  such  care  if such  funds  are  accorded  treatment
substantially  equivalent  to that which the Bank accords its own  property,  it
being understood that the Bank shall not have any  responsibility for taking any
necessary  steps to preserve rights against any parties with respect to any such
funds.


                            ARTICLE 9. MISCELLANEOUS

         Section 9.1.  Notices.
                       -------

Unless otherwise provided herein, notices and other communications  provided for
or permitted  hereunder  shall be in writing and shall be mailed,  telecopied or
delivered as follows:

         If to the Company:

                  Abrams Riverside, LLC
                  c/o Abrams Properties, Inc.
                  1945 The Exchange, Suite 400
                  Atlanta, Georgia  30339-2029
                  Attention:  Melinda S. Garrett
                  Telephone:  (770) 953-1777
                  Telecopy:  (770) 953-9922

                  with a copy to:

                  Holt, Ney, Zatcoff & Wasserman, LLP
                  100 Galleria Parkway, Suite 600
                  Atlanta, Georgia  30339
                  Attention:  Sanford H. ("Sandy") Zatcoff
                  Telephone:  (770) 956-9600
                  Telecopy:  (770) 956-1490


                                       -43-


<PAGE>



If to the Bank:

                  NationsBank, N.A.
                  Northwest Commercial Banking Center
                  Riverwood 100
                  3350 Riverwood Cir., N.W.
                  Atlanta, Georgia  30339-3340
                  Attention:  Helen T. Cease
                  Telephone:  (770) 850-8490
                  Telecopier:  (770) 850-5496

                  with a copy to:

                  Alston & Bird LLP
                  One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, Georgia 30309-3424
                  Attention:  Karol V. Mason
                  Telephone:  (404) 881-7000
                  Telecopier:  (404) 881-7777

or, as to each party at such other  address as shall be designated by such party
in  a  written  notice  to  the  other  parties.  All  such  notices  and  other
communications shall be effective when received. In the case of notice permitted
by telephone, all such notices shall be confirmed in writing within one Business
Day upon the giving thereof; provided, however, the terms of any such telephonic
notice  shall  be  controlling  over  any  conflicting  terms  contained  in the
confirmatory written notice.

         Section 9.2.  Fees and Expenses.
                       -----------------

         The  Company  will  pay  all  out-of-pocket  expenses  of the  Bank  in
connection with:

         (a) the  preparation,  execution  and  delivery  of this  Reimbursement
Agreement and each of the Related Documents, whenever the same shall be executed
and delivered,  including  appraisers'  fees, title insurance fees, search fees,
recording fees and the reasonable fees and  disbursements  of Alston & Bird LLP,
counsel for the Bank, as actually  incurred based upon the total number of hours
of work  performed and not based upon the statutory  limit set forth in Official
Code of Georgia Annotated Section 13-1-11;

         (b) the preparation, execution and delivery of any waiver, amendment or
consent  by the Bank  relating  to this  Reimbursement  Agreement  or any of the
Related Documents including  reasonable fees and disbursements of counsel to the
Bank;

                                       -44-


<PAGE>
         (c) any  restructuring,  refinancing  or "workout" of the  indebtedness
evidenced by this  Reimbursement  Agreement and the Related Documents  including
the reasonable fees and disbursements of counsel to the Bank;

         (d) following an Event of Default, consulting with one or more Persons,
including accountants and lawyers, concerning or related to the nature, scope or
value of any right or remedy of the Bank  hereunder  or under any of the Related
Documents,  including  any review of factual  matters in  connection  therewith,
which  expenses  shall include the  reasonable  fees and  disbursements  of such
Persons and which consultations in any event shall be reasonable given the facts
and circumstances;

         (e) the  collection or  enforcement  of the  obligations of the Company
under  this  Reimbursement  Agreement  or any  Related  Document  including  the
reasonable fees and  disbursements  of counsel to the Bank if such collection or
enforcement is done by or through an attorney;

         (f)  prosecuting  or  defending  any claim in any way  arising  out of,
related to, or connected with this Reimbursement Agreement or any of the Related
Documents, which expenses shall include the reasonable fees and disbursements of
legal counsel, experts and other consultants retained by the Bank;

         (g) the exercise by the Bank of any right or remedy granted to it under
this  Reimbursement  Agreement or any of the Related  Documents,  including  the
reasonable fees and disbursements of counsel to the Bank; and

         (f)  to the  extent  not  already  covered  by  any  of  the  preceding
subsections,  any  bankruptcy  or  other  proceeding  of the type  described  in
Sections  8.1.(f) or (g), and the fees and  disbursements of counsel to the Bank
incurred  in  connection  with  the  representation  of the  Bank in any  matter
relating to or arising out of any such proceeding,  including without limitation
(i) any motion for relief from any stay or similar order,  (ii) the negotiation,
preparation,  execution  and delivery of any  document  relating to the Bank and
(iii) the  negotiation  and  preparation  of any plan of  reorganization  of the
Company,  whether  proposed by the Company,  the Bank or any other  Person,  and
whether  such fees and  expenses  are  incurred  prior  to,  during or after the
commencement  of such  proceeding or the  confirmation or conclusion of any such
proceeding.

         Section 9.3.  Litigation.
                       ----------

         (a) EACH PARTY  HERETO  ACKNOWLEDGES  THAT ANY  DISPUTE OR  CONTROVERSY
BETWEEN THE COMPANY AND THE BANK WOULD BE BASED ON DIFFICULT AND COMPLEX  ISSUES
OF LAW AND  FACT  AND  LIKELY  TO  RESULT  IN  UNDESIRABLE  EXPENSE  AND  DELAY.
ACCORDINGLY, THE BANK AND THE COMPANY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH
AN ACTION MAY BE COMMENCED BY OR AGAINST THE COMPANY ARISING OUT OF, OR RELATING
TO, THIS REIMBURSEMENT AGREEMENT OR ANY OF THE RELATED DOCUMENTS.

                                       -45-


<PAGE>
         (b) EACH OF THE  COMPANY  AND THE BANK  HEREBY  AGREES THAT THE FEDERAL
COURT OF THE  NORTHERN  DISTRICT  OF  GEORGIA,  OR AT THE OPTION OF THE BANK ANY
STATE COURT LOCATED IN DOUGLAS COUNTY,  GEORGIA, SHALL HAVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE BANK PERTAINING
DIRECTLY OR  INDIRECTLY  TO THIS  REIMBURSEMENT  AGREEMENT OR ANY OF THE RELATED
DOCUMENTS OR TO ANY MATTER ARISING HEREFROM OR THEREFROM.  THE COMPANY EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED  IN SUCH COURT,  HEREBY  WAIVING  PERSONAL  SERVICE OF THE SUMMONS AND
COMPLAINT,  OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREEING THAT SERVICE
OF SUCH  SUMMONS  AND  COMPLAINT,  OR OTHER  PROCESS  OR  PAPERS  MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL  ADDRESSED TO THE COMPANY AT THE COMPANY'S  ADDRESS
FOR NOTICES. SHOULD THE COMPANY FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT,
PROCESS OR PAPERS SERVED IN ACCORDANCE  WITH  APPLICABLE  LAW WITHIN THIRTY DAYS
AFTER THE SERVICE  THEREOF,  IT SHALL BE DEEMED IN DEFAULT  AND AN ORDER  AND/OR
JUDGMENT  MAY BE ENTERED  AGAINST IT AS DEMANDED OR PRAYED FOR IN SUCH  SUMMONS,
COMPLAINT,  PROCESS  OR PAPERS.  THE  CHOICE OF FORUM SET FORTH IN THIS  SECTION
SHALL NOT BE DEEMED TO  PRECLUDE  THE  BRINGING OF ANY ACTION BY THE BANK OR THE
ENFORCEMENT  BY THE BANK OF ANY  JUDGMENT  OBTAINED  IN SUCH  FORUM IN ANY OTHER
APPROPRIATE JURISDICTION.

         (c) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

         Section 9.4.  Right of Set-Off.
                       ----------------

         The Bank is hereby authorized at any time and from time to time, to the
fullest  extent  permitted by  Applicable  Law, to set off and apply any and all
deposits (general or special, time or demand,  provisional or final) at any time
held, and other Indebtedness at any time owing, by the Bank to or for the credit
or  the  account  of the  Company  against  any  and  all  of  the  obligations,
irrespective of whether or not the Bank shall have made any demand hereunder and
although  such  Obligations  may be  contingent  or  unmatured.  The Bank agrees
promptly to notify the Company  after any such  set-off and  application  above,

                                       -46-


<PAGE>
provided  that the failure to give such notice  shall not affect the validity of
such set-off and  application.  The rights of the Bank under this Section are in
addition to other  rights and  remedies  (including  without  limitation,  other
rights of set-off) which the Bank may have.

         Section 9.5.  Indemnification.
                       ---------------

         The  Company  hereby  agrees  to  indemnify  the  Bank  and  any of its
officers,  directors,  shareholders,  controlling Persons, employees, agents and
attorneys  (collectively,  "Indemnified  Persons") and to hold such  Indemnified
Persons  harmless  from  and  against,  any and  all  claims,  damages,  losses,
liabilities,  costs or expenses which any Indemnified  Person may incur or which
may be claimed by any Person against any Indemnified Person:

         (a) by reason of any inaccuracy in any material respect,  or any untrue
statement or alleged  untrue  statement of any material  fact,  contained in the
Preliminary  Official  Statement or the Official  Statement or any  amendment or
supplement  thereto,  or by reason of the omission or alleged  omission to state
therein a material fact necessary to make such  statements,  in the light of the
circumstances  under which they were made, not  misleading;  provided,  however,
that,  in the case of any  action or  proceeding  alleging  an  inaccuracy  in a
material respect, or an untrue statement,  with respect to information  supplied
by and describing the Bank in the Preliminary Official Statement or the Official
Statement (the "Bank Information"),  (i) indemnification by the Company pursuant
to this Section  shall be limited to the costs and  expenses of the  Indemnified
Person  (including  fees and  expenses of Bank's  counsel) of  defending  itself
against such allegation,  (ii) if in any such action or proceeding it is finally
determined  that the Bank  Information  contained  an  inaccuracy  in a material
respect  or an untrue  statement,  then the  Company  shall not be  required  to
indemnify the Indemnified Person for any claims, damages,  losses,  liabilities,
costs or expenses to the extent caused by such  inaccuracy or untrue  statement,
and (iii) if any such action or proceeding  shall be settled by the  Indemnified
Person without there being a final  determination to the effect described in the
preceding  clause  (ii),  then the Company  shall be required to  indemnify  the
Indemnified Person pursuant to this Section only if such action or proceeding is
settled with the Company's consent; or

         (b) by reason  of or in  connection  with the  execution,  delivery  or
performance of the Bonds,  the Indenture,  or the Agreement,  or any transaction
contemplated by the Indenture or the Agreement; or

         (c) by  reason  of or in  connection  with  the  lawful  execution  and
delivery or transfer of, or payment or failure to make lawful payment under, the
Letter of Credit;

provided,  however,  that the Company shall not be required to indemnify or hold
--------   -------
harmless an Indemnified Person pursuant to this Section for any claims, damages,
losses, liabilities,  costs or expenses to the extent caused by such Indemnified
Person's  willful  misconduct  or gross  negligence.  Nothing in this Section is
intended to limit the Company's  obligations  contained in Section 2.2.  Without

                                       -47-


<PAGE>
prejudice to the survival of any other obligation of the Company hereunder,  the
indemnities  and  obligations  of the Company  contained in this  Section  shall
survive the payment in full the Obligations and the termination of the Letter of
Credit.

         Section 9.6.  Amendments.
                       ----------

         Except as otherwise expressly provided in this Reimbursement Agreement,
any consent or approval required or permitted by this Reimbursement Agreement or
in any Related  Document  to be given by the Bank may be given,  and any term of
this Reimbursement  Agreement or of any Related Document may be amended, and the
performance  or  observance  by the  Company of any terms of this  Reimbursement
Agreement or such Related Document or the continuance of any Default or Event of
Default may be waived (either  generally or in a particular  instance and either
retroactively or prospectively)  with, but only with, the written consent of the
Company and the written consent of the Bank. No waiver shall extend to or affect
any obligation not expressly waived or impair any right consequent  thereon.  No
course of dealing or delay or omission on the part of the Bank in exercising any
right shall operate as a waiver thereof or otherwise be prejudicial  thereto. No
notice to or demand  upon the  Company  shall  entitle  the  Company to other or
further notice or demand in similar or other circumstances.

         Section 9.7.  Survival.
                       --------

         Notwithstanding  any termination of this Reimbursement  Agreement or of
any of the Related  Documents,  the  indemnities to which the Bank and the other
Indemnified  Persons are entitled under the provisions of Sections 9.2. and 9.5.
and  any  other  provision  of this  Reimbursement  Agreement  and  the  Related
Documents,  shall  continue in full force and effect and shall  protect the Bank
and the other Indemnified  Persons against events arising after such termination
as well as before.

         Section 9.8.  Titles and Captions.
                       -------------------

         Titles and captions of Articles,  Sections,  subsections and clauses in
this  Reimbursement  Agreement are for  convenience  only, and neither limit nor
amplify the provisions of this Reimbursement Agreement.

         Section 9.9.  Severability of Provisions.
                       --------------------------

         To the  greatest  extent  permitted  by  law,  any  provision  of  this
Reimbursement Agreement which is prohibited or unenforceable in any jurisdiction
shall,  as to such  jurisdiction,  be  ineffective  only to the  extent  of such
prohibition  or  unenforceability  without  invalidating  the  remainder of such
provision  or the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.

                                       -48-


<PAGE>
         Section 9.10.  GOVERNING LAW.
                        -------------

         THIS  REIMBURSEMENT  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         Section 9.11.  Assignment.
                        ----------

         The provisions of this  Reimbursement  Agreement  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and  assigns,  except that the  Company  may not assign or  transfer  any of its
rights under this Reimbursement Agreement or any Related Document.

         Section 9.12.  Participations.
                        --------------

         The Bank may at any time sell, assign,  transfer,  negotiate, and grant
participations  in, or  otherwise  dispose of, all or any portion of its rights,
benefits and/or  obligations  under this  Reimbursement  Agreement and under any
Related  Document to any Person and in the event of any such  disposition by the
Bank,  all  references  herein to the Bank  shall be deemed a  reference  to the
Bank's transferee or participant to the extent of its participation. The Company
hereby consents to the disclosure of financial or other information  received by
the Bank  concerning  the Company to the Bank's  transferee or  participant  (or
prospective  transferees and  participants).  The Company hereby agrees that any
transferee or participant  purchasing a participation in the Bank's rights under
this  Reimbursement  Agreement may exercise all rights of offset,  banker's lien
and  counterclaim  with respect to such  participation.  In the case of any such
transfer,  participation  or disposition,  such transferee or participant  shall
have all  rights  and  duties  under  this  Reimbursement  Agreement  as if such
transferee or participant were the Bank.

         Section 9.13.  Further Assurances.
                        ------------------

         The Company will, at any and all times,  pass,  execute and deliver all
such further documents, resolutions, assignments, recordings, filings, transfers
and  assurances as may be necessary or desirable in the  reasonable  judgment of
the Bank for the better  assuring and confirming of all of the rights,  revenues
and other  funds  pledged or  assigned  to or  mortgaged  for the payment of the
Company's  obligations  hereunder,  or  intended  so to be. The  Company  hereby
authorizes  and  empowers  the  Bank to sign on  behalf  of the  Company  as its
attorney-in-fact,  and to file, any financing or  continuation  statement or any
amendments  thereto with respect to any security pledged or assigned to the Bank
in accordance with the Uniform Commercial Code or any applicable jurisdiction.

         Section 9.14.  Counterparts.
                        ------------

         This  Reimbursement   Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an  original  and which shall
constitute the same agreement.

                                       -49-


<PAGE>
         Section 9.15.  ENTIRE AGREEMENT.
                        ----------------

         THIS REIMBURSEMENT  AGREEMENT AND THE OTHER RELATED DOCUMENTS SET FORTH
AND  CONSTITUTE THE ENTIRE  AGREEMENT  BETWEEN HE PARTIES HERETO WITH RESPECT TO
THE TRANSACTIONS SET FORTH HEREIN AND THE CREDIT FACILITY DESCRIBED HEREBY.

                         (Signatures on following page)








                                       -50-


<PAGE>




         IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this Letter of
Credit and Reimbursement  Agreement to be duly executed and delivered under seal
as of the date first above written.

                            ABRAMS RIVERSIDE, LLC

                             By:      ABRAMS PROPERTIES, INC., its sole  member


                             By:     /s/ Alan R. Abrams
                                    Title: President


                             ATTEST:



                             By: /s/ Melinda S. Garrett
                                Title: Asst. Secretary


                                                     (CORPORATE SEAL)


                    (Signatures continued on following page)







<PAGE>


        (Signature page to Letter of Credit and Reimbursement Agreement)


                                           NATIONSBANK, N.A.



                                           By: /s/ Helen Cease
                                           Title: Senior Vice President





<PAGE>
                               EXHIBIT A to LETTER OF CREDIT
                              AND REIMBURSEMENT AGREEMENT

                          IRREVOCABLE LETTER OF CREDIT

                                NATIONSBANK, N.A.


Letter of Credit No.    Issue Date      Stated Expiration Date    Maximum Amount

   931974            November 12, 1997    November 15, 2002       $11,162,739.72


AmSouth Bank
1901 Sixth Avenue North - 7th Floor
Birmingham, Alabama  35203
Attention:  Corporate Trust Department

Ladies and Gentlemen:

         At the  request  and  on  the  instructions  of  our  customer,  Abrams
Riverside,  LLC, a Georgia limited liability company (the "Company"),  we hereby
establish  this  Irrevocable  Letter of Credit  (the  "Letter of Credit") in the
amount not to exceed  $11,162,739.72  (the "Initial Stated Amount";  and, as the
same may from time to time be reduced and  thereafter  reinstated as hereinafter
provided,  the "Available  Amount"),  consisting of (i) an aggregate  amount not
exceeding  $11,000,000,  which may be drawn upon with  respect to payment of the
unpaid principal  amount of, or portion of, the purchase price  corresponding to
the principal of, the Bonds, as certified to us and (ii) an aggregate amount not
exceeding  $162,739.72,  which may be drawn upon with  respect to the payment of
interest  on the Bonds or portion of the  purchase  price  representing  accrued
interest on the Bonds,  as certified to us, in your favor, as Trustee under that
certain Trust Indenture,  dated as of October 1, 1997 (the "Indenture"),  by and
between you, as Trustee,  and Development  Authority of Douglas County,  Georgia
(the "Issuer"), pursuant to which the Issuer has issued $11,000,000 in aggregate
principal  amount of its Taxable  Industrial  Development  Revenue Bonds (Abrams
Riverside,  LLC Project),  Series 1997 (the  "Bonds").  This Letter of Credit is
effective  immediately  and expires on November 15, 2002,  or such later date to
which the Stated  Expiration Date has been extended in accordance with the terms
hereof (the "Stated Expiration Date").

         We hereby  irrevocably  authorize you to draw on us, in accordance with
the terms and conditions  hereinafter set forth,  (1) in one or more drawings by
your draft payable one Business Day (as hereinafter  defined) after sight, drawn
on us, and accompanied by your written and completed  certificate  signed by you
in  substantially  the form of Annex A attached  hereto  (such  draft being your


<PAGE>

"Interest Draft"),  an amount not to exceed $162,739.72  (representing  36-days'
interest on the Bonds at a maximum rate of 15% per annum,  computed on the basis
of actual number of days elapsed over a year of 365 or 366 days, as applicable),
subject to reduction or reinstatement,  if applicable,  as hereinafter provided,
(2) in one or more  drawings by your draft or drafts  payable one  Business  Day
after  sight,  drawn on us,  and,  for each such  drawing,  accompanied  by your
written and completed  certificate  signed by you in  substantially  the form of
Annex B attached hereto (any such draft being your "Partial  Redemption Draft"),
an  aggregate  amount  not  to  exceed  $11,000,000,  subject  to  reduction  as
hereinafter  provided,  (3) in one or more  drawings  by your  draft  or  drafts
payable one Business Day (or in certain circumstances as-described herein on-the
same  Business  Day)  after  sight,  drawn on us,  and,  for each such  drawing,
accompanied  by  your  written  and  completed  certificate  signed  by  you  in
substantially  the form of Annex C attached  hereto  (any such draft  being your
"Mandatory  Purchase Draft"),  an aggregate amount not to exceed  $11,162,739.72
(representing  the principal amount of the Bonds plus 36 days' interest coverage
at a maximum  rate of 15% per annum,  computed on the basis of actual  number of
days  elapsed  over a  year  of 365 or 366  days,  as  applicable),  subject  to
reduction or reinstatement, if applicable, as hereinafter provided, and (4) in a
single drawing by your draft payable one Business Day after sight,  drawn on us,
and accompanied by your written and completed  certificate  signed by you in the
form of Annex D attached hereto (such draft being your "Final Draft"), an amount
not to exceed  $11,162,739.72  (representing  the principal  amount of the Bonds
plus 36-days' interest coverage at a maximum rate of 15% per annum,  computed on
the basis of actual  number of days elapsed  over a year of 365 or 366 days,  as
applicable),  subject to reduction as hereinafter provided. Any such draft, with
the  accompanying  certificate,  drawn in strict  conformity  with the terms and
conditions of this Letter of Credit and  presented at our office as  hereinafter
set forth prior to 11:00 a.m. (Atlanta,  Georgia time) on any Business Day shall
be honored by us not later than 3:00 p.m.  (Atlanta,  Georgia  time) on the same
day or on such later Business Day as you may specify.  Any such draft,  with the
accompanying  certificate,  drawn  in  strict  conformity  with  the  terms  and
conditions of this Letter of Credit and  presented at our office as  hereinafter
set forth after the time specified  hereinabove shall be honored by us not later
than 3:00 p.m. (Atlanta, Georgia time) on the next Business Day thereafter or on
such later Business Day as you may specify.

         Your right to draw on us by your Interest  Draft(s) shall be reduced by
the amount of any drawing or drawings  theretofore  made on us by your Mandatory
Purchase Draft(s) and attributable to interest on the Bonds,  unless reinstated.
Your right to draw on us by your Partial  Redemption  Draft(s),  your  Mandatory
Purchase  Draft(s)  and your Final  Draft shall also be reduced by the amount of
any  drawing  or  drawings  theretofore  made on us by your  Partial  Redemption
Draft(s) and, unless reinstated, your Mandatory Purchase Draft(s).

         Your  right to draw on us in a single  drawing by your  Interest  Draft
under clause (1) above shall be  automatically  and irrevocably  reinstated and,
effective  the  first  Business  Day  following  the date of our  honoring  such
Interest  Draft and you shall again be  irrevocably  authorized to draw on us in
accordance with clause (1) and the other terms and conditions referred to or set

                                      2


<PAGE>
forth  above,  in  a  drawing  by  your  Interest  Draft;   and  this  automatic
reinstatement  of your right to draw on us by your  Interest  Draft under clause
(1) above shall be  applicable to  successive  drawings by your Interest  Drafts
under clause (1) so long as this Letter of Credit shall not have  terminated  as
set forth below.

         If you shall draw on us by your Mandatory Purchase Draft and thereafter
you shall  receive and confirm to us by  telephone  at  telephone  number  (214)
508-3153  that you hold in  trust  for our  account  collected  and  immediately
available funds constituting the proceeds of the remarketing of all or a portion
of the Bonds  tendered to you for purchase in  accordance  with the terms of the
Indenture, such confirmation shall automatically reinstate your right to draw on
us (i) by your  Interest  Draft  under  clause  (1)  above in the  amount of the
drawing made on us by such Mandatory Purchase Draft and attributable to interest
on the Bonds that have been  remarketed and for which you are holding  proceeds,
(ii) by your Partial  Redemption  Draft(s) under clause (2) above, in the amount
of the drawing made on us by such Mandatory  Purchase Draft and  attributable to
principal on the Bonds that have been  remarketed  and for which you are holding
proceeds and (iii) by your  Mandatory  Purchase  Draft(s) under clause (3) above
and your Final Draft under  clause (4) above,  in the amount of the drawing made
on us by such Mandatory  Purchase Draft and  attributable to the Bonds that have
been  remarketed  and for which you are  holding  proceeds.  Upon the resale and
delivery of the Bonds in such amount  under the  Indenture  and your  telephonic
confirmation  to us, you shall again be irrevocably  authorized to draw on us in
accordance with clauses (1) through (4) in the second paragraph hereof,  and the
other  terms  and  conditions  referred  to or set forth  above,  in a single or
multiple  drawing as set forth above;  and this automatic  reinstatement of your
right to draw on us shall be applicable to successive drawings hereunder so long
as this Letter of Credit shall not have been  terminated as set forth below.  We
shall  thereafter  promptly  confirm  such  reinstatement  in writing,  but such
written  confirmation  to you  by us  shall  not  be  required  to  effect  such
reinstatement.

         Subject to the provisions set forth above for  reinstatement of amounts
drawn under the Letter of Credit by your Mandatory Purchase  Draft(s),  drawings
under the Letter of Credit honored by us shall not, in the aggregate, exceed the
face amount of this Letter of Credit as reduced from time to time as hereinabove
provided.

         Funds under this Letter of Credit are available to you against (1) your
Interest Draft accompanied by your written and completed  certificate  signed by
you in  substantially  the form of Annex A  attached  hereto,  (2) your  Partial
Redemption Draft accompanied by your written and completed certificate signed by
you in  substantially  the form of Annex B attached  hereto,  (3) your Mandatory
Purchase Draft accompanied by your written and completed  certificate  signed by
you in  substantially  the form of Annex C attached  hereto,  and (4) your Final
Draft  accompanied  by your written and completed  certificate  signed by you in
substantially  the form of Annex D attached  hereto.  To the extent that amounts
are available to be drawn by your  Interest  Draft,  such Interest  Draft may be
presented  together  with your  Partial  Redemption  Draft  (but not your  Final

                                       3


<PAGE>
Draft).  Each such draft shall include thereon a reference to the number of this
Letter of Credit and each such draft and certificate  shall be dated the date of
its  presentation and shall be presented at our office located at NationsBank of
Texas, N.A., Letter of Credit Dept., 901 Main Street, 9th Floor,  Dallas,  Texas
75202,  Attention:  Standby  Letter of Credit  Department,  or if delivered  via
facsimile,  to facsimile number (214) 508-3928, or at any other office which may
be designated by us on at least five Business Days' prior written notice to you.
Demand  for  payment  hereunder  may  also  be made  in the  form  of  facsimile
transmission  of the final Draft  hereunder to the address and  telecopy  number
shown above, but only after first giving notice to us in the form of a facsimile
transmission at (214) 508-3928,  and receiving  verbal approval to telecopy such
Final Draft to us at  telephone  number  (214)  508-3153.  You must  confirm our
receipt of each  telecopied  Final Draft by  telephoning  the above numbers Only
upon such confirmation shall the demand under the Final Draft be deemed made. We
agree that all payments made by us hereunder will be made with our own funds.

         This Letter of Credit shall  automatically  terminate upon the earliest
to occur of: (i) our honoring your Final Draft hereunder; (ii) your surrendering
this Letter of Credit to us for  cancellation  as a result of (A) the payment in
full of the Bonds (whether by maturity,  acceleration,  redemption or otherwise)
pursuant to the  provisions of the Indenture or (B) the  acceptance by you of an
Alternate Credit Facility (as defined in the Indenture),  as certified by you to
us; (iii) the Stated  Expiration  Date;  or (iv) the Business Day  following the
Conversion  Date (as defined in the  Indenture),  unless waived in writing by us
prior to the Conversion Date.

         If a  demand  for  payment  made  by you  hereunder  does  not,  in any
instance, conform to the terms and conditions of this Letter of Credit, we shall
give you prompt  written  notice that the demand was not effected in  accordance
with the terms and  conditions  of this  Letter of Credit,  stating  the reasons
therefor and that we are holding any documents at your disposal or are returning
the same to you, as we may elect.  Such notice  shall be sent to you by telecopy
to the following number: (205) 581-7661, Attention:  Corporate Trust Department.
Upon being  notified  that the demand was not effected in  conformity  with this
Letter of Credit, you may attempt to correct any such non-conforming  demand for
payment if, and to the extent  that,  you are able to do so in  accordance  with
terms of this Letter of Credit and within the  expiration  date of the Letter of
Credit.

         Communications  with  respect  to this  Letter  of  Credit  shall be in
writing and shall be addressed to us at  NationsBank of Texas,  N.A.,  Letter of
Credit Department, 901 Main Street, 9th Floor, Dallas 75202, Attention:  Standby
Letter of Credit  Department,  and specifically  referring to the number of this
Letter of Credit.  The term "Business Day" as used herein shall mean any Monday,
Tuesday,  Wednesday,  Thursday  or  Friday  on which  each of the  Trustee,  the
Remarketing  Agent and us is open for business;  provided,  that for purposes of
counting the number of Business Days prior to a given day,  "Business Day" means
any Monday, Tuesday, Wednesday, Thursday or Friday on which each of the Trustee,
the Remarketing Agent and we are scheduled to be open for business regardless of
whether each such entity is in fact open for business on such day.

                                       4


<PAGE>
         This  Letter of Credit is subject to the Uniform  Customs and  Practice
for  Documentary  Credits (1993  Revision),  International  Chamber of Commerce,
Publication  No. 500 (the  "Uniform  Customs")  with the  exceptions of Articles
48(f) and 48(g) thereof.  This Letter of Credit shall be deemed to be a contract
made  under  the laws of the State of  Georgia  and  shall,  as to  matters  not
governed by the Uniform  Customs,  be governed by and  constructed in accordance
with the laws of the State of Georgia,  including the Uniform Commercial Code as
in effect in the State of Georgia.

         Any  drawing  under this Letter of Credit will be paid from our general
funds and not directly or indirectly from funds or collateral  deposited with us
for our  account  by the  Company,  or  pledged  with or for our  account by the
Company.

         This Letter of Credit is transferable in its entirety to any transferee
who has  succeeded  you as Trustee  under the  Indenture.  Each letter of credit
issued upon any such transfer may be successively  transferred.  Transfer of the
available  drawing(s)  under this Letter of Credit to such  transferee  shall be
effected by the  presentation  to us of this Letter of Credit  accompanied  by a
written and completed  certificate signed by you in the form of Annex E attached
hereto.  Upon such  presentation  we shall  forthwith  transfer the same to your
transferee or, if so requested by your transferee,  issue an irrevocable  letter
of credit to your transferee in the form of this Letter of Credit.

         The Stated  Expiration  Date may be extended  from time to time, at our
sole discretion,  by our delivery to you of a written and completed  certificate
in the form of Annex F hereto. Each such extension of the Stated Expiration Date
shall become effective on the Business Day following  delivery of such notice to
you and  thereafter  all  references  in this  Letter of  Credit  to the  Stated
Expiration  Date shall be deemed to be references to the date designated as such
in such notice.  Any date to which the Stated  Expiration Date has been extended
as herein provided may, at our sole discretion, be extended in a like manner. No
further  action  shall be  required  to  extend  such  expiration  date,  and no
substitute letter of credit shall be issued to effect such extension.

                                       5



<PAGE>


         This  Letter of Credit  sets  forth in full our  undertaking,  and such
undertaking shall not in any way be modified,  amended,  amplified or limited by
reference  to  any  document,   instrument  or  agreement   referred  to  herein
(including,  without limitation, the Bonds), other than the certificates and the
drafts  referred  to  herein;  and any such  reference  shall  not be  deemed to
incorporate herein by reference any document, instrument or agreement except for
such certificates and such drafts.

                                                     Very truly yours,

                                                     NATIONSBANK, N.A.



                                                     By:_______________________
                                                          Its:_________________





<PAGE>

                                     ANNEX A

                      CERTIFICATE FOR DRAWING IN CONNECTION
                       WITH THE PAYMENT OF INTEREST ON THE
                DEVELOPMENT AUTHORITY OF DOUGLAS COUNTY, GEORGIA
                  TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
                  (ABRAMS RIVERSIDE, LLC PROJECT), SERIES 1997

         The  undersigned,  a duly  authorized  officer of AmSouth Bank, a state
banking  corporation  organized  and  existing  under  the laws of the  State of
Alabama,  as trustee (the "Trustee"),  hereby certifies to NationsBank,  N.A., a
national  banking  association,  as issuer of the Letter of Credit (the "Bank"),
with reference to Irrevocable Letter of Credit No.  ____________ (the "Letter of
Credit") issued by the Bank in favor of the Trustee, that:

          (1) The Trustee is the trustee  under the Indenture for the holders of
the Bonds.

         (2) The  Trustee is making a drawing  under the  Letter of Credit  with
respect to a payment, pursuant to the terms of the Indenture, of interest on the
Bonds,  which payment is due and payable on a regular  interest  payment date on
the record date for such interest payment date, and none of such Bonds for which
interest is drawn pursuant to the draft were held of record by the Company or by
the Bank, its designees, as pledgee of the Company.

         (3) The amount of the Interest Draft  accompanying  this Certificate is
$___________,  being drawn in respect of such interest, and does not include any
amount of interest  on the Bonds  included in any  Interest  Draft or  Mandatory
Purchase  Draft  (that  has  not  been  reinstated)  presented  to you  and  not
dishonored by you on or prior to the date of presentation hereof.

         (4) [The Interest  Draft  accompanying  this  Certificate  is the first
Interest  Draft  presented  by the Trustee  under the Letter of  Credit.]<F1>
[The Interest Draft  accompanying  this Certificate is an Interest Draft
presented by the Trustee under the Letter of Credit.]<F2>

         (5) The amount of the Interest Draft  accompanying this Certificate was
computed  in  accordance  with the  terms  and  conditions  of the Bonds and the
Indenture  and does not exceed the amount  available  to be drawn by an Interest
Draft under the Letter of Credit.

-----------------------------
[FN]
<F1>   To be used in the Certificate relating to the first interest Draft only.

<F2>   To be used  in each  Certificate  relating  to each Interest Draft other
       than the first Interest Draft.
</FN>




<PAGE>

         (6) This  Certificate  and the Interest Draft it accompanies are dated,
and are being  presented to the Bank on, the date that is one Business Day prior
to the date on which interest on the Bonds with respect to which this drawing is
being made is due and payable under the terms of the Bonds and the Indenture.

         All  capitalized  terms  used but not  defined  herein  shall  have the
meaning assigned thereto in the Letter of Credit.

         IN WITNESS WHEREOF, the Trustee has executed this Certificate as of the
____ day of _________________, 19__.


                                                 AMSOUTH BANK, as Trustee



                                                 By:____________________________
                                                     Its:     Authorized Officer




<PAGE>

                                     ANNEX B

                   CERTIFICATE FOR DRAWING IN CONNECTION WITH
            THE PAYMENT OF PRINCIPAL AND UP TO THIRTY-SIX (36) DAYS'
                     INTEREST UPON PARTIAL REDEMPTION OF THE
                DEVELOPMENT AUTHORITY OF DOUGLAS COUNTY, GEORGIA
                  TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
                  (ABRAMS RIVERSIDE, LLC PROJECT), SERIES 1997

         The  undersigned,  a duly  authorized  officer of AmSouth Bank, a state
banking  corporation  organized  and  existing  under  the laws of the  State of
Alabama  (the  "Trustee"),  hereby  certifies to  NationsBank,  N.A., a national
banking  association,  as issuer of the  Letter of  Credit  (the  "Bank"),  with
reference to  Irrevocable  Letter of Credit No.  ______________  (the "Letter of
Credit") issued by the Bank in favor of the Trustee, that:

          (1) The Trustee is the trustee  under the Indenture for the holders of
the Bonds.

         (2) The  Trustee is making a drawing  under the  Letter of Credit  with
respect to the payment, pursuant to the terms of the Indenture, of less than all
of the unpaid principal of the Bonds which are outstanding  under the Indenture,
of the unpaid  principal  amount of and up to thirty-six  (36) days' accrued and
unpaid  interest on, the Bonds to be redeemed  pursuant to the Indenture  (other
than  Bonds  presently  held of record  by the  Company  or by the Bank,  or its
designee, as pledgee of the Company).

         (3) The  amount  of the  Partial  Redemption  Draft  accompanying  this
Certificate is equal to the sum of (i) $__________ being drawn in respect of the
payment of unpaid  principal of the Bonds to be redeemed and (ii)  $____________
being drawn in respect of the payment of thirty-six (36) days accrued and unpaid
interest on such  Bonds,  and does not include any amount of  principal  on the
Bonds included in any Partial  Redemption Draft,  Mandatory  Purchase Draft that
has not been  reinstated or Final Draft  presented to you and not  dishonored by
you on or prior to the date of presentation hereof.

         (4) The  amount  of the  Partial  Redemption  Draft  accompanying  this
Certificate  was computed in  accordance  with the terms and  conditions  of the
Bonds and the  Indenture  and does not exceed the amount  available  to be drawn
with respect to principal of the Bonds under the Letter of Credit.

         (5) This  Certificate and the Partial  Redemption  Draft it accompanies
are dated, and are being presented to the Bank on, the date that is one Business
Day prior to the date on which  unpaid  principal  of the Bonds with  respect to
which this drawing is being made is due and payable under the terms of the Bonds
and the Indenture.

         The Trustee  acknowledges that,  pursuant to the terms of the Letter of
Credit,  upon your  honoring  the Partial  Redemption  Draft  accompanying  this


<PAGE>
Certificate,  (a) the total amount  available under the Letter of Credit and the
amounts  available  to be  drawn by the  Trustee  thereunder  by any  subsequent
Partial  Redemption  Draft and Final  Draft are  automatically  decreased  by an
amount equal to the amount  specified  in paragraph  (3) above as being drawn in
respect of the payment of unpaid  principal and accrued  interest thereon of the
Bonds.

         All  capitalized  terms  used but not  defined  herein  shall  have the
meaning assigned thereto in the Letter of Credit.

         IN WITNESS WHEREOF, the Trustee has executed this Certificate as of the
____ day of _________________, 19__.


                                                  AMSOUTH BANK, as Trustee



                                                  By:___________________________
                                                     Its:     Authorized Officer

                                       B-2


<PAGE>
                                     ANNEX C

                   CERTIFICATE FOR DRAWING IN CONNECTION WITH
            THE PAYMENT OF THE PURCHASE PRICE UPON MANDATORY PURCHASE
             OF THE DEVELOPMENT AUTHORITY OF DOUGLAS COUNTY, GEORGIA
                  TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
                  (ABRAMS RIVERSIDE, LLC PROJECT), SERIES 1997

         The  undersigned,  a duly  authorized  officer of AmSouth Bank, a state
banking  corporation  organized  and  existing  under  the laws of the  State of
Alabama,  as trustee (the "Trustee"),  hereby certifies to NationsBank,  N.A., a
national  banking  association,  as issuer of the Letter of Credit (the "Bank"),
with reference to Irrevocable Letter of Credit No. _____________ (the "Letter of
Credit") issued by the Bank in favor of the Trustee, that:

          (1) The Trustee is the trustee  under the Indenture for the holders of
the Bonds.

         (2) The  Trustee is making a drawing  under the  Letter of Credit  with
respect to a payment of the  purchase  price of the Bonds which are  outstanding
within the meaning of the Indenture  (other than Bonds  presently held of record
by the Company or an affiliate,  or by the Bank, or its designee,  as pledgee of
the Company) upon mandatory purchase or optional or mandatory tender.

         (3) The  amount  of the  Mandatory  Purchase  Draft  accompanying  this
Certificate  is  $__________   (representing   $___________   of  principal  and
$__________ of interest),  being drawn in respect of the payment of the purchase
price of Bonds properly  tendered or deemed tendered for purchase,  and does not
include any amount of  principal  on the Bonds  included in any other  Mandatory
Purchase Draft (except to the extent of your  reinstatement  of the amount which
may be drawn thereby under the terms of the Letter of Credit), or in any Partial
Redemption  Draft or Final Draft presented to you, and not dishonored by you, on
or prior to the date of presentation hereof.

         (4) The  Bonds  being  purchased  with the  proceeds  of the  Mandatory
Purchase Draft accompanying this Certificate are being registered in the name of
the Company or its nominee and held by the Trustee subject to the pledge of such
Bonds to the Bank, all in accordance with the Indenture,  the Pledge  Agreement,
dated as of October 1, 1997, by and among Abrams Riverside, LLC (the "Company"),
the Bank and the Trustee, and the Letter of Credit and Reimbursement  Agreement,
dated as of October 1, 1997, by and between the Company and the Bank.

         (5) The  amount  of the  Mandatory  Purchase  Draft  accompanying  this
Certificate  was computed in  accordance  with the terms and  conditions  of the
Bonds and the  Indenture  and does not exceed the amount  available  to be drawn
under the Letter of Credit with respect to the purchase price of the Bonds.



<PAGE>
         (6) This  Certificate  and the Mandatory  Purchase Draft it accompanies
are  dated,  and are being  presented  to the Bank on, the date that is not more
than one Business Day prior to the date on which the purchase price of the Bonds
with  respect to which this  drawing is being made is due and payable  under the
terms of the Bonds and the Indenture.

         The Trustee  acknowledges that,  pursuant to the terms of the Letter of
Credit,  upon your  honoring the  Mandatory  Purchase  Draft  accompanying  this
Certificate,  the total amount of the Letter of Credit and the amounts available
to. be drawn by the Trustee thereunder by (i) any subsequent  Mandatory Purchase
Draft, Partial Redemption Draft, and Final Draft are automatically  decreased by
an amount equal to the amount specified in paragraph (3) above as being drawn in
respect of the payment of unpaid  principal of the Bonds,  unless such amount is
reinstated  in the  manner  provided  in the  Letter  of  Credit,  and  (ii) any
subsequent  Interest  Draft,   Mandatory  Purchase  Draft  and  Final  Draft  is
automatically  decreased by an amount equal to the amount specified in paragraph
(3) above as being  drawn in respect of the  payment of unpaid  interest  on the
Bonds,  unless such amount is reinstated in the manner provided in the Letter of
Credit.

         All  capitalized  terms  used but not  defined  herein  shall  have the
meaning assigned thereto in the Letter of Credit.

         IN WITNESS WHEREOF, the Trustee has executed this Certificate as of the
____ day of _________________, 19__.


                                                  AMSOUTH BANK,  as Trustee



                                                  By:___________________________
                                                      Its:    Authorized Officer

                                        C-2


<PAGE>
                                     ANNEX D

                   CERTIFICATE FOR DRAWING IN CONNECTION WITH
                        THE PAYMENT OF ENTIRE OUTSTANDING
                        PRINCIPAL OF AND INTEREST ON THE
                DEVELOPMENT AUTHORITY OF DOUGLAS COUNTY, GEORGIA
                  TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
                  (ABRAMS RIVERSIDE, LLC PROJECT), SERIES 1997
                 ---------------------------------------------

         The  undersigned,  a duly  authorized  officer of AmSouth Bank, a state
banking  corporation  organized  and  existing  under  the laws of the  State of
Alabama,  as trustee (the "Trustee"),  hereby certifies to NationsBank,  N.A., a
national  banking  association,  as issuer of the Letter of Credit (the "Bank"),
with reference to Irrevocable Letter of Credit No.  ____________ (the "Letter of
Credit") issued by the Bank in favor of the Trustee, that:

          (1) The Trustee is the trustee  under the Indenture for the holders of
the Bonds.

         (2) The  Trustee is making a drawing  under the  Letter of Credit  with
respect to a payment,  either at stated  maturity of the last Bonds to mature or
upon  acceleration  or as a result of a  redemption  as a whole  pursuant to the
Indenture of the unpaid  principal  amount of, and up to  thirty-six  (36) days'
accrued and unpaid interest on all of the Bonds which are outstanding within the
meaning  of the  Indenture  (other  than Bonds  presently  held of record by the
Company or by the Bank,  or its  designee,  as pledgee of the  Company)  and any
premium applicable to the Bonds upon such redemption or acceleration.

         (3) The amount of the Final  Draft  accompanying  this  Certificate  is
equal to the sum of (i)  $__________  of the Bonds  being  drawn in  respect  of
unpaid  principal  of the Bonds and (ii)  $__________  being drawn in respect of
unpaid interest on the Bonds, and does not include any amount of principal of or
interest on the Bonds included in any Interest Draft or Mandatory Purchase Draft
that has not been  reinstated,  or Partial  Redemption  Draft  presented and not
dishonored by you on or prior to the date of this Certificate.

         (4) The amount of the Final Draft  accompanying  this  Certificate  was
computed  in  accordance  with the  terms  and  conditions  of the Bonds and the
Indenture and does not exceed the amount  available to be drawn by a Final Draft
under the Letter of Credit.

         (5) This  Certificate and the Final Draft it accompanies are dated, and
are being  presented  to the Bank on, the date that is one Business Day prior to
the date on which the unpaid  principal  of, and  interest  on, all of the Bonds
which are outstanding  under the Indenture is due and payable under the terms of
the Bonds and the Indenture.



<PAGE>
         The Trustee  acknowledges that,  pursuant to the terms of the Letter of
Credit,  upon your honoring the Final Draft  accompanying this Certificate,  the
entire  amount  available to be drawn by the Trustee  under the Letter of Credit
shall have been drawn and the Letter of Credit shall terminate automatically.

         All  capitalized  terms  used but not  defined  herein  shall  have the
meaning assigned thereto in the Letter of Credit.

         IN WITNESS WHEREOF, the Trustee has executed this Certificate as of the
____ day of _________________, 19__.


                                                  AMSOUTH BANK, as Trustee



                                                  By:___________________________
                                                      Its:    Authorized Officer

                                       D-2


<PAGE>
                                     ANNEX E

                            INSTRUCTIONS TO TRANSFER
                            ------------------------

                                                       __________________, 19__

NationsBank of Texas, N.A.
Letter of Credit Dept.
901 Main Street, 9th Floor
Dallas, Texas  75202
Attention:  Standby Letter of Credit Department

         Re:      Irrevocable Letter of Credit No. ______________

Ladies and Gentlemen:

         For value received,  the  undersigned  beneficiary  hereby  irrevocably
transfers to:


                              (Name of Transferee)


                                    (Address)

all rights of the  undersigned  beneficiary  to draw  under the above  Letter of
Credit.  Such  transferee has succeeded the  undersigned  beneficiary as Trustee
under the Indenture.

         By this  transfer,  all rights of the  undersigned  beneficiary in such
Letter of Credit are  transferred to the  transferee  and the  transferee  shall
hereafter have the sole rights as beneficiary thereof;  provided,  however, that
no rights shall be deemed to have been  transferred to the transferee until such
transfer  complies with the requirements of such Letter of Credit  pertaining to
transfers.

         Such Letter of Credit is returned herewith and in accordance  therewith
we ask you to transfer  the same to the  transferee  or, if so  requested by the
transferee,  to  issue a new  irrevocable  letter  of  credit  in  favor  of the
transferee with provisions consistent with such Letter of Credit.

         All  capitalized  terms  used but not  defined  herein  shall  have the
meaning assigned thereto in such Letter of Credit.

                                                  AMSOUTH BANK, as Trustee

                                                  By:__________________________
                                                     Its:    Authorized Officer

                                       E-1


<PAGE>
                                     ANNEX F

                              EXTENSION CERTIFICATE
                              ---------------------

                                                       __________________, 19__



AmSouth Bank
1901 Sixth Avenue North - 7th Floor
Birmingham, Alabama  35203
Attention: Corporate Trust Department

         Re:      NationsBank, N.A.
                  Irrevocable Letter of Credit No. _____________
                  Securing the Development  Authority of Douglas County,
                  Georgia Taxable Industrial  Development Revenue Bonds (Abrams
                  Riverside, LCC Project), Series 1997

Ladies and Gentlemen:

         Reference  is made to that  certain  Irrevocable  Letter of Credit  No.
____________,  dated  October  ___,  1997 (the  "Letter of  Credit"),  issued by
NationsBank,  N.A.  in your favor as  beneficiary.  We hereby  extend the Stated
Expiration  Date (as  defined  in the Letter of  Credit)  from  _______________,
_____, to _______________, _____.

         Other than as set forth above,  all rights of the  beneficiary  to draw
under the above  Letter of Credit  shall  remain as set forth in such  Letter of
Credit.


                         NATIONSBANK, N.A., as issuer of
                                                     the Letter of Credit



                                                  By:___________________________
                                                      Its:    Authorized Officer


                                       F-1






<PAGE>
                                    EXHIBIT B

                            FORM OF PLEDGE AGREEMENT


         THIS  PLEDGE  AGREEMENT,  dated as of  November  1, 1997 (this  "Pledge
Agreement"),  by and among ABRAMS  RIVERSIDE,  LLC, a Georgia limited  liability
company  (the   "Company"),   AMSOUTH  BANK,  as  trustee  (the  "Trustee")  and
NATIONSBANK, N.A., as issuer of the Letter of Credit (the "Bank").

         WHEREAS,  the  Development  Authority of Douglas  County,  Georgia (the
"Issuer") is to issue  $11,000,000 in aggregate  principal amount of its Taxable
Industrial  Development  Revenue Bonds (Abrams Riverside,  LLC Project),  Series
1997,  (the  "Bonds"),  pursuant to that certain  Trust  Indenture,  dated as of
November 1, 1997 (the  "Indenture"),  by and between the Issuer and the Trustee,
for the purpose of financing the  acquisition,  construction  and equipping of a
facility for the  manufacturing  of store  fixtures,  located in Douglas County,
Georgia;

         WHEREAS,  pursuant to the terms of that certain Lease Agreement,  dated
as of  November  1, 1997 (the  "Agreement"),  by and  between the Issuer and the
Company,  the Issuer  will lease the  Project to the Company and the Company has
agreed to pay  amounts  under the  Agreement  to the Issuer at such times and in
such  amounts as  necessary  to provide  for the  payment of the  principal  of,
premium (if any) and interest on, and the purchase price of, the Bonds when due;

         WHEREAS,  in order to fulfill the  requirements  of the Indenture,  the
Company has requested that the Bank issue its  Irrevocable  Letter of Credit No.
931974, dated November 12, 1997 (the "Letter of Credit"), for the benefit of the
Trustee and for the account of the  Company,  to provide a credit  facility  for
payment of the principal of and interest on the Bonds on the scheduled due dates
and upon redemption or acceleration;

         WHEREAS,  the Bank is willing to issue the Letter of Credit  subject to
and  on  the  terms  and  conditions  of  that  certain  Letter  of  Credit  and
Reimbursement  Agreement,  dated  as of  November  1,  1997  (as the same may be
amended,  supplemented,  restated  or  otherwise  modified  from time to time in
accordance with its terms, the  "Reimbursement  Agreement"),  by and between the
Bank and the Company;

         WHEREAS,  to secure its obligations to the Bank under the Reimbursement
Agreement,  the Company is willing to grant to the Bank a security  interest in,
among other things, the Pledged Bonds (as defined below); and

         WHEREAS,  it is a  condition  precedent  to  the  effectiveness  of the
Reimbursement  Agreement  and the  issuance  by the Bank of the Letter of Credit
that the Company and the Trustee execute and deliver this Pledge Agreement;



<PAGE>
         NOW,  THEREFORE,  in consideration of the premises,  in order to induce
the  Bank to issue  the  Letter  of  Credit  and for  other  good  and  valuable
consideration,  the receipt and sufficiency of which are hereby  acknowledged by
the parties hereto, the parties hereto agree as follows:

         Section 1. Grant of Security Interest.  As security for the payment and
                    --------------------------
performance of the Obligations, the Company hereby grants to the Bank a security
interest in, and pledges,  assigns,  transfers and delivers to the Bank,  all of
the Company's right,  title and interest (if any) in and to all of the following
(collectively,  the  "Pledged  Bonds"):  (a) any Bond during the period from and
including  the date of its purchase  with amounts  realized  under the Letter of
Credit to but  excluding the date on which such Bond is remarketed to any Person
other than the Bank, or the Company reimburses the Bank for the amounts drawn on
the Letter of Credit to purchase such Bond,  together with all proceeds thereof,
and (b) all documents, books and records of the Company relating thereto.

         Section 2.  Representations and Warranties of the Company.  The Company
                     ---------------------------------------------
hereby  represents and warrants to the Trustee and the Bank that: The execution,
delivery and  performance of this Pledge  Agreement by the Company in accordance
with its terms do not and will not, by the passage of time, the giving of notice
or otherwise;  (a) require any  Governmental  Approval or violate any Applicable
Law  relating  to the  Company;  (b)  conflict  with,  result  in a breach of or
constitute  a  default  under the  articles  of  incorporation  or bylaws of the
Company, or any indenture, lease, loan or credit agreement,  instrument or other
contract or agreement to which the Company is a party or by which the Company or
any of its  properties  may be bound;  (c) result in or require the  creation or
imposition  of any  Lien  upon or with  respect  to any  property  now  owned or
hereafter acquired by the Company; (d) no financing statement,  mortgage, notice
of lien,  security  agreement or any other  agreement or instrument  creating or
giving notice of any Lien against any of the Pledged Bonds is in existence or on
file in any  public  office;  (e) on the  date of  delivery  to the  Bank or the
Trustee,  on behalf of the Bank, of any Pledged Bonds,  neither the Issuer,  the
Remarketing  Agent, nor the Trustee will have any right, title or interest in or
to the Pledged  Bonds;  (f) the Company  has, and on the date of delivery to the
Bank or the Trustee, on behalf of the Bank, of any Pledged Bonds will have, full
power, authority and legal right to grant to the Bank a security interest in all
of the Company's right,  title and interest (if any) in and to the Pledged Bonds
pursuant to this Pledge Agreement and the terms of the Reimbursement  Agreement;
and (g) the pledge,  assignment,  transfer  and  delivery  of the Pledged  Bonds
pursuant to this Pledge Agreement and the Reimbursement  Agreement will create a
valid,  perfected and  first-priority  security interest in favor of the Bank in
all right,  title and  interest  of the  Company  (if any) in and to the Pledged
Bonds.

          Section 3.  Covenants of the Company and the Trustee.  The Company and
                      ----------------------------------------
the Trustee hereby covenant and agree that:

                                       2


<PAGE>
         (a)     The Company will not create, assume, incur or permit or suffer
to exist or to be created,  assumed or incurred,  any Lien on any of the Pledged
Bonds other than the security  interest  herein  granted (if any),  and will not
sell, assign,  transfer or otherwise dispose of any of the Pledged Bonds (or any
interest therein).

         (b)      The  Trustee will at all times keep the Pledged Bonds separate
and  distinct  from other  property of the Trustee and shall keep  accurate  and
complete records of the Pledged Bonds.

         (c)      The Company will defend its right, title and interest (if any)
in and to, and the Bank's  security  interest  (if any) in,  the  Pledged  Bonds
against claims and demands of all Persons.

         Section 4.  The Pledged Bonds.
                     -----------------

         (a)      Payments  on the Pledged Bonds. If while this Pledge Agreement
                  ------------------------------
is in effect the Company  shall become  entitled to receive or shall receive any
principal  or  interest  payment  in respect of any of the  Pledged  Bonds,  the
Company  agrees to accept the same as the  Bank's  agent and to hold the same in
trust on behalf of the Bank and to deliver the same  forthwith to the Bank or to
the Bank's nominee as directed by the Bank. All monies so paid in respect of the
Pledged  Bonds  which are  received  by the  Company and paid to the Bank or its
nominee  or  received  directly  by the Bank or its  nominee  shall be  credited
against  the  Company's   Obligations  under  the  Reimbursement   Agreement  in
accordance with the Reimbursement Agreement.

         (b)      Release of Pledged Bonds. If the Company makes or causes to be
                  ------------------------
made a payment to the Bank in respect of its reimbursement obligations under the
Reimbursement  Agreement with respect to the Pledged  Bonds,  the Bank agrees to
release its security  interest under this Pledge Agreement to the extent, in the
manner  and under the terms and  conditions  set forth  below and to treat  such
payment  in the  manner  set forth  herein  and to take all such  other  actions
required  to be taken by the Bank  hereunder.  Pledged  Bonds  shall be released
hereunder and shall be delivered to the Company or on its order upon (i) payment
in full to the Bank by the  Company,  or from the  proceeds  of  remarketing  of
Pledged Bonds,  of the amount of the drawing made by the Trustee with respect to
such Pledged Bonds plus interest as provided in the  Reimbursement  Agreement to
and through the date of such  payment to the Bank,  and (ii) receipt by the Bank
thereafter  of a notice  directing  the Bank to deliver to the Company or on its
order, on the date specified in such notice,  a principal amount of such Pledged
Bonds equal to the principal portion of the amount so paid and setting forth the
particular Pledged Bonds to be delivered. The Company shall (x) receive a credit
against its obligations to pay interest pursuant to the Reimbursement  Agreement
to the extent of any amounts  received by the Bank or its nominee as interest on
any  Pledged  Bonds,  and (y) receive a credit  against its payment  obligations
under the  Reimbursement  Agreement to the extent of any amounts received by the
Bank or its nominee as the principal due on any Pledged  Bonds.  The Trustee and
the Bank shall not  release any  Pledged  Bonds  unless the Letter of Credit has

                                       3


<PAGE>
terminated  and any and all  amounts  due to the Bank  have been paid in full or
unless  the  Principal  Component  (as  defined  in the Letter of Credit) of the
Stated  Amount  is  reinstated  in an  amount  equivalent  to  the  sum  of  the
outstanding  principal  amount of the Pledged Bonds to be released or sold,  and
the Interest Component (as defined in the Letter of Credit) of the Stated Amount
is reinstated in an amount equal to 60-days'  interest on such principal  amount
calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis
of a 365 or 366 day year, as applicable.

         Section 5. Remedies  Upon  Default.  In addition to any right or remedy
                    -----------------------
that the Bank may have  under the  Reimbursement  Agreement,  the other  Related
Documents or otherwise  under  Applicable Law, if an Event of Default shall have
occurred, the Bank may exercise any and all the rights and remedies of a secured
party  under  the  Uniform  Commercial  Code  as in  effect  in  any  applicable
jurisdiction (the "Code") and may otherwise sell, assign, transfer,  endorse and
deliver  the whole or,  from time to time,  any part of the  Pledged  Bonds at a
public or private sale or on any securities  exchange,  for cash, upon credit or
for other  property,  for  immediate or future  delivery,  and for such price or
prices and on such terms as the Bank in its discretion  shall deem  appropriate.
The Bank shall be  authorized at any sale (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree  that they are  purchasing  the  Pledged  Bonds for their own  account  in
compliance with the Securities Act of 1933, as amended, and upon consummation of
any such sale the Bank  shall have the right to assign,  transfer,  endorse  and
deliver to the purchaser or purchasers  thereof the Pledged Bonds so sold.  Each
purchaser  at any sale of Pledged  Bonds shall take and hold the  property  sold
absolutely  free  from any  claim or right on the part of the  Company,  and the
Company  hereby waives (to the fullest extent  permitted by Applicable  Law) all
rights of redemption,  stay and/or appraisal which the Company now has or may at
any time in the future have under any  Applicable  Law now existing or hereafter
enacted. The Company agrees that, to the extent notice of sale shall be required
by Applicable Law, at least ten days' prior written notice to the Company of the
time and place of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification,  but notice given in any other
reasonable  manner or at any other reasonable time shall  constitute  reasonable
notification.  At any such sale,  the Pledged  Bonds,  or portion  thereof to be
sold, may be sold in one lot as an entirety or in separate parcels,  as the Bank
may determine in its sole and absolute discretion. In addition to exercising the
power of sale herein  conferred  upon it, the Bank shall also have the option to
proceed by suit or suits at law or in equity to foreclose this Pledge  Agreement
and sell the Pledged Bonds or any portion thereof pursuant to judgment or decree
of a court or courts having competent jurisdiction.

         Section 6.  Application  of  Proceeds.  The proceeds of any sale of the
                     -------------------------
whole or any part of the  Pledged  Bonds shall be applied by the Bank in payment
of any of the  Obligations,  in any order which the Bank may elect.  The Company
shall remain liable and will pay, on demand, any deficiency remaining in respect
of the Obligations.

                                       4


<PAGE>
         Section  7.  Bank  Appointed   Attorney-in-Fact.   The  Company  hereby
                      ----------------------------------
constitutes  and appoints the Bank as the  attorney-in-fact  of the Company with
full  power of  substitution  either  in the  Bank's  name or in the name of the
Company to do any of the following: (a) to perform any obligation of the Company
hereunder in the Company's name or otherwise;  (b) to ask for, demand,  sue for,
collect,  receive, receipt and give acquittance for any and all moneys due or to
become due under and by virtue of any Pledged  Bonds;  (c) to prepare,  execute,
file, record or deliver notices, assignments, financing statements, continuation
statements  or like papers to perfect,  preserve or release the Bank's  security
interest in the Pledged Bonds or any of the documents, instruments, certificates
and agreements described in Section 8; (d) to endorse checks, drafts, orders and
other instruments for the payment of money payable to the Company,  representing
any interest or other  distribution  payable in respect of the Pledged  Bonds or
any part thereof or on account  thereof and to give full discharge for the same;
(e) to exercise all rights,  powers and remedies  which the Company  would have,
but for this Pledge Agreement, under the Pledged Bonds; and (f) to carry out the
provisions  of this  Pledge  Agreement  and to take any action and  execute  any
instrument  which the Bank may deem  necessary or advisable  to  accomplish  the
purposes hereof,  and to do all acts and things and execute all documents in the
name of the Company or otherwise,  deemed by the Bank as  necessary,  proper and
convenient in connection with the preservation, perfection or enforcement of its
rights  hereunder.  Nothing herein  contained shall be construed as requiring or
obligating  the Bank to make any  commitment  or to make any  inquiry  as to the
nature or sufficiency  of any payment  received by it, or to present or file any
claim or notice,  or to take any action with respect to the Pledged Bonds or any
part  thereof  or the  moneys  due or to become  due in  respect  thereof or any
property covered thereby, and no action taken by the Bank or omitted to be taken
with  respect to the Pledged  Bonds or any part  thereof  shall give rise to any
defense,  counterclaim  or  offset  in favor of the  Company  or to any claim or
action against the Bank. The power of attorney granted herein is irrevocable and
coupled with an interest.

         Section 8. Further Assurances.  The Company shall, at its sole cost and
                    ------------------
expense,  take all  action  that may be  necessary  or  desirable  in the Bank's
opinion,  or that the Bank  may  request,  so as at all  times to  maintain  the
validity,  perfection,  enforceability  and  priority  of  the  Bank's  security
interest  in the  Pledged  Bonds (if any),  or to enable the Bank to exercise or
enforce  its rights  hereunder,  including  without  limitation,  executing  and
delivering financing statements, pledges, designations, notices and assignments,
in each case in form and  substance  satisfactory  to the Bank,  relating to the
creation,  validity,  perfection,  priority  or  continuation  of  the  security
interest granted  hereunder (if any). The Company agrees to take, and authorizes
the Bank to take on the Company's  behalf,  any or all of the following  actions
with respect to any Pledged Bonds as the Bank shall deem reasonably necessary to
perfect the security interest and pledge created hereby or to enable the Bank to
enforce its rights and  remedies  hereunder:  (a) to register in the name of the
Bank any Pledged Bonds in certificated or uncertificated form; (b) to endorse in
the name of the Bank any Pledged Bonds issued in  certificated  form; and (c) by
book  entry or  otherwise,  identify  as  belonging  to the Bank a  quantity  of
securities that  constitutes all or part of the Pledged Bonds  registered in the
name of the Bank.  Notwithstanding the foregoing the Company agrees that Pledged

                                       5


<PAGE>
Bond which is not in certificated  form or is otherwise in book-entry form shall
be held for the account of the Bank. The Company  hereby  authorizes the Bank to
execute and file in all necessary and appropriate  jurisdictions  (as determined
by the Bank) one or more financing or continuation statements in the name of the
Company and to sign the Company's name thereto.  The Company authorizes the Bank
to file any  such  financing  statement,  document  or  instrument  without  the
signature of the Company to the extent permitted by applicable law. Any property
comprising  part of the  Pledged  Bonds  required  to be  delivered  to the Bank
pursuant to this Pledge Agreement shall be accompanied by proper  instruments of
assignment  duly  executed  by the  Company  and by such  other  instruments  or
documents as the Bank or its counsel may request.

         Section 9.  Rights  Cumulative;  Non-Waiver  of Rights.  The rights and
                     -------------------------------------------
remedies  of the  Bank  under  this  Pledge  Agreement  are  cumulative  and not
exclusive of any rights or remedies which it would  otherwise  have. No delay or
failure on the part of the Secured  Party in the exercise of any right or remedy
shall operate as a waiver thereof,  no single or partial exercise by the Secured
Party of any right or remedy shall preclude other or further exercise thereof or
the  exercise of any other right or remedy and no course of dealing  between the
parties shall operate as a waiver of any right or remedy of the Secured Party.

         Section 10.  Indemnification.  The Company agrees to indemnify and hold
                      ---------------
the Bank and any corporation controlling, controlled by, or under common control
with,  the Bank  and any  officer,  attorney,  director,  shareholder,  agent or
employee of the Bank or any such  corporation  (each an  "Indemnified  Person"),
harmless  from and against any claim,  loss,  damage,  action,  cause of action,
liability,   cost  and  expense  or  suit  of  any  kind  or  nature  whatsoever
(collectively,  "Losses"), brought against or incurred by an Indemnified Person,
in any manner arising out of or, directly or indirectly, related to or connected
with this Pledge Agreement,  including without  limitation,  the exercise by the
Bank of any of its rights and remedies under this Pledge  Agreement or any other
action  taken by the  Bank  pursuant  to the  terms  of this  Pledge  Agreement;
provided,  however, the Company shall not be liable to an Indemnified Person for
any Losses to the extent that such Losses  result from the gross  negligence  or
willful misconduct of such Indemnified  Person. The Company's  obligations under
this section  shall  survive the  termination  of this Pledge  Agreement and the
payment in full of the Obligations.

         Section 11. Continuing  Security Interest.  This Pledge Agreement shall
                     -----------------------------
create a continuing  security  interest in the Pledged Bonds and shall remain in
full force and effect until indefeasible  payment and performance in full of the
Obligations.  The Company and the Bank hereby agree that the  security  interest
created by this Pledge  Agreement in the Pledged  Bonds shall not  terminate and
shall continue and remain in full force and effect  notwithstanding the transfer
to the  Company  or any  Person  designated  by it of all or any  portion of the
Pledged Bonds.

                                       6


<PAGE>
         Section  12.  Notices.  Notices,  requests  and  other   communications
                       -------
required or permitted hereunder shall be given in accordance with the applicable
terms of the Reimbursement Agreement.

         Section 13.  Governing Law. This PLEDGE Agreement shall be governed by,
                      -------------
and construed in accordance with, the laws of the State of Georgia.

         Section 14. Amendments. No amendment or waiver of any provision of this
                     ----------
Pledge  Agreement nor consent to any departure by the Company  herefrom shall in
any event be  effective  unless the same  shall be in writing  and signed by the
parties  hereto,  and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         Section 15. Binding Agreement;  Assignment. This Pledge Agreement shall
                     ------------------------------
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors  and  assigns,  except  that  the  Company  shall  not be
permitted  to assign  this Pledge  Agreement  or any  interest  herein or in the
Pledged Bonds, or any part thereof,  or any cash or property held by the Bank as
collateral under this Pledge Agreement.

         Section 16. Termination.  Upon indefeasible  payment and performance in
                     -----------
full of all of the  Obligations,  this Pledge  Agreement shall  terminate.  Upon
termination  of this  Pledge  Agreement  in  accordance  with its terms the Bank
agrees to take such actions as the Company may  reasonably  request,  and at the
sole cost and expense of the Company,  (a) to return Pledged Bonds in the Bank's
possession to the Company,  and (b) to evidence the  termination  of this Pledge
Agreement,  including,  without  limitation,  the filing of any  releases or any
termination statements under the Uniform Commercial Code.

         Section 17.  Severability.  Whenever  possible,  each provision of this
                      ------------
Pledge  Agreement  shall be  interpreted in such a manner as to be effective and
valid under  applicable law, but if any provision of this Pledge Agreement shall
be prohibited  by or invalid under  applicable  law,  such  provisions  shall be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating  the remainder of such  provisions  or the remaining  provisions of
this Pledge Agreement to the greatest extent permitted by law.

         Section 18.  Headings. Section headings used herein are for convenience
                      --------
only and are not to affect the construction of or be taken into consideration in
interpreting this Pledge Agreement.

         Section 19. Counterparts.  This Pledge Agreement may be executed in any
                     ------------
number of  counterparts,  each of which shall be deemed an  original  and all of
which shall constitute but one agreement.

                                       7


<PAGE>
         Section 20.  Definitions.  All terms not otherwise defined herein shall
                      -----------
have  the   respective   meanings  given  them  in,  or  by  reference  in,  the
Reimbursement Agreement.


                         (Signatures on following page)


                                       8


<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have  executed and  delivered
under seal this Pledge Agreement as of the date first written above.


                                            THE COMPANY:

                                            ABRAMS RIVERSIDE, LLC

                                            By:      ABRAMS PROPERTIES, INC.,
                                                     sole member



                                            By:_________________________________
                                                 Title:_________________________


                    (Signatures continued on following page)


                                       9


<PAGE>



                      (Signature page to Pledge Agreement)

                                            THE BANK:

                                            NATIONSBANK, N.A.


                                            By:_________________________________
                                                 Title:_________________________



                    (Signatures continued on following page)


                                       10


<PAGE>


                      (Signature page to Pledge Agreement)

                                            THE TRUSTEE:

                                            AMSOUTH BANK, as Trustee



                                            By:________________________________
                                                 Title:_________________________



                                       11


<PAGE>
                                    EXHIBIT C


                            FORM OF EXTENSION REQUEST

                               ----------, -----

NationsBank, N.A.
Northwest Commercial Banking Center
Riverwood 100
3350 Riverwood Cir., N.W.
Atlanta, Georgia  30339
Attention:  Helen T. Cease

         1.       Reference  is  made to  that  certain  Letter  of  Credit  and
Reimbursement  Agreement,  dated as of November 1, 1997 (as amended from time to
time, the "Reimbursement  Agreement"), by and between Abrams Riverside, LLC (the
"Company") and NationsBank,  N.A. (the "Bank"). Unless otherwise indicated,  all
terms defined in the Reimbursement  Agreement have the same respective  meanings
when used herein.

         2.       Pursuant to Section 2.11. of the Reimbursement  Agreement, the
Company  hereby  requests (a) the Bank to consent to the extension of the Stated
Expiration   Date  of  the  Letter  of  Credit   from   ____________,   19__  to
_____________, 19__ and (b) the Bank to evidence such extension by delivering to
the Trustee an amendment to the Letter of Credit which  effects the extension of
the Stated Expiration Date.

         3.       The Company hereby certifies to the Bank, that, on the date of
this Extension Request:  (a) the representations and warranties set forth in the
Reimbursement  Agreement  and the  Related  Documents  to which the Company is a
party are true and  correct as if made on such date;  (b) no Event of Default or
Default has occurred and is  continuing;  and (c) each of the Related  Documents
remains in full force and effect.

         IN WITNESS  WHEREOF,  the  Company  has duly  executed  under seal this
Extension Request on the date set forth above.


                                    ABRAMS RIVERSIDE, LLC

                                    By: Abrams Properties, Inc., its sole member


                                    By:   ______________________________________
                                          Title:

                                    [CORPORATE SEAL]



<PAGE>
                                    EXHIBIT D


                    ATTACH FORM OF OPINION OF COMPANY COUNSEL






                                       D-1



<PAGE>

                                    EXHIBIT E

                           DEVELOPMENT COST BREAKDOWN

Company: Abrams Riverside, LLC

Project: The Project, as defined in the Trust Indenture, dated as of November 1,
1997, by and between the Development  Authority of Douglas  County,  Georgia and
AmSouth Bank, as trustee

Part A       --   Cost Items
<TABLE>
<CAPTION>
       PART A-COST ITEMS                                                  TOTAL AMOUNT OF ITEM
        --------- ----------------------------------------------------- -- -------------------------
       |   <C>   |         <S>                                         |  |         <C>             |
       |   1     |                 Construction Costs                  |  |         6,444,201       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   2     |                Land Purchase Costs                  |  |         1,820,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   3     |         Site Preparation (included in #1)           |  |                 0       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   4     |              Tenant Finish Allowance                |  |                 0       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   5     |            Architect's Fees (Borrower)              |  |           226,404       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   6     |                 Real Estate Taxes                   |  |               633       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   7     |            Title Insurance & Exam-Owner             |  |            12,617       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   8     |           Attorney's Fees/Recording Fees            |  |            33,429       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |   9     |                   Appraisal Fee                     |  |             3,750       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  10     |              Real Estate Commissions                |  |                         |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  11     |           Surveyor's/Soil Test Fees/EPA             |  |            22,355       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  12     |              Inspecting Agent's Fees                |  |             4,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  13     |                Contingency Reserve                  |  |           366,866       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  14     |          Land/A&E Int. Before NB Closing            |  |            14,642       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  15     |                   Loan Interest                     |  |           253,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  16     |                    Underwriting                     |  |            49,500       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  17     |                      Printing                       |  |             1,125       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  18     |              Bond/Underwriter Counsel               |  |            37,500       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  19     |                    Bank Counsel                     |  |            20,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  20     |             Development Authority Fee               |  |            12,500       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  21     |           Development Authority Counsel             |  |             6,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  22     |                  Borrower Counsel                   |  |            20,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  23     |                   Rating Agency                     |  |            10,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  24     |               Trustee Acceptance Fee                |  |             4,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  25     |           Trustee Annual Fee-first year             |  |             4,325       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  26     |          Letter of Credit Fee-first year            |  |            60,500       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  27     |                  DTC, CUSIP, SDF                    |  |             2,100       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  28     |                Legal Out of Pocket                  |  |             5,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  29     |               Remarketing-first year                |  |             6,875       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  30     |                 Finishing Systems                   |  |         1,039,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  31     |               Dust Collection System                |  |           261,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  32     |              Layout Design Consultant               |  |            64,290       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  33     |           Legal-Sublease & Miscellaneous            |  |            15,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  34     |           Title Insurance Premium-Lender            |  |                50       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  35     |            Annual Assessment-Riverside              |  |             1,131       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  36     |                    Permits/Fees                     |  |            25,830       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  37     |                   Miscellaneous                     |  |             2,377       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |  38     |                 Developer Overhead                  |  |           150,000       |
       |---------|-----------------------------------------------------|--|-------------------------|
       |         |                           TOTALS                    |  |       $11,000,000       |
       ---------- ----------------------------------------------------- -- -------------------------
</TABLE>
                                                        E-1


<PAGE>


                                    EXHIBIT E

                           DEVELOPMENT COST BREAKDOWN
                                [TO BE ATTACHED]


                                       E-2


<PAGE>
                                   EXHIBIT F

                            AMORTIZATION SCHEDULE
                            ---------------------

                    YEAR                         PRINCIPLE

                    1999                               190,000
                    2000                               210,000
                    2001                               230,000
                    2002                               255,000
                    2003                               280,000
                    2004                               310,000
                    2005                               340,000
                    2006                               375,000
                    2007                               410,000
                    2008                               450,000
                    2009                               500,000
                    2010                               545,000
                    2011                               600,000
                    2012                               665,000
                    2013                               730,000
                    2014                               800,000
                    2015                               885,000
                    2016                               970,000
                    2017                             1,075,000
                    2018                             1,180,000
                                                     ---------

                   TOTAL                           $11,000,000



                                       E-3