EXHIBIT 4.21

                             [LOGO] INSTALLMENT NOTE

$1,752,000.00                             Atlanta  ,     GA      June 24 , 1999
 ------------                           ----------- ----------- ---------  ----
                                           (City)      (State)     Date


     For value  received,  the  undersigned  (whether  one or more,  hereinafter
called  the  "Obligors")  promise(s)  to pay to the  order of  SOUTHTRUST  BANK,
NATIONAL ASSOCIATION  (hereinafter called the "Bank" or, together with any other
holder  of  this   note,   the   "Holder"),   at  any  office  of  the  Bank  in
XXXXXXXXXXXXXXXXXXXXXXXXX,  or at such other place as the Holder may  designate,
the  principal  sum of ONE MILLION  SEVEN  HUNDRED  FIFTY TWO THOUSAND  Dollars,
together with  interest  thereon at the rate and on the date(s)  provided  below
from the date of this note (or other  interest  accrual  date shown below) until
maturity,  and with interest on the unpaid  principal  balance after maturity at
the rate which is 2 percent per annum in excess of the rate stated  below or the
maximum  rate  allowed  by law,  whichever  is less,  from  maturity  until sold
indebtedness is paid in full, interest will accrue beginning on the date of this
note unless another date is shown here: July 14, 1999.

<TABLE>
<S>                      <C>
INTEREST  RATE The  above-slated  sum shall  accrue  interest as follows  (check
applicable box(es)):
-------------

[_] Variable Rate Interest will accrue on the above-stated  principal sum at the
    rate per annum which is Interest from date  _____________  percentage points
    in excess of the Index Rate. Unless another rate is made
                         applicable below, the "Index Rate" is the rate of interest designated by the Bank
periodically
                         as its Base Rate. The Base Rate is not necessarily the lowest rate charged by the Bank.
The
                         Base  Rate on the  date of  this  note is  ____________
percent.

                         [_]  (check box if applicable) The "Index Rate" is the weekly auction average yield of
                              ______________-wook U.S. Treasury Bills at the most recent auction prior to the
date the
                              Index  Rate is  calculated.  The Index Rate on the
                              date of this note is ______________ percent.

                         The rate of interest payable under this note will change to reflect any change in the
Index
                         Rate:

                         [_]  on any day of the Index Rate changes.       [_]  on the _____________ day on each
month
                         [_]  on the day each payment of interest is due  [_]
-------------------------------------.
                              as provided below.

[X]  Fixed Rate          Interest will accrue on the above-slated principal sum at the rate of 7.90 percent per
annum.
     Interest from date
</TABLE>

     Interest  on the  principal  sum will be  calculated  at the rate set forth
above on the basis of a 360-day  year and the actual  number of days  elapsed by
multiplying the principal sum by the per annum rate set forth above, multiplying
the product  thereof by the actual  number of days  elapsed,  and  dividing  the
product so  obtained  by 360.  Obligors  acknowledge  that the rate of  interest
payable  under this Note,  computed on the basis of a 365-day year and expressed
in simple interest terms as of the date hereof,  is 8.01 percent per annum.  The
interest rate payable  hereunder may be calculated in simple  interest terms per
annum (on the basis of a 365-day  year) on any date by taking the sum of (a) the
Index  Rate in effect on such date plus (b)  _____________________  percent  and
multiplying  such  sum by a  fraction,  the  numerator  of  which is 365 and the
denominator of which is 360.

<TABLE>
<S>                      <C>
PAYMENT SCHEDULE         The above stated principal sum and interest thereon shall be paid as follows (check
applicable
----------------         box(es)):

[_] Installments         The Obligors promise to pay the above-stated principal sum in ___________________
consecutive
    of Principal,        [_] monthly installments  [_] quarterly installments  [_] _______________ installments
in the
    Interest Paid        amount of $______________________________ each beginning ______________________, 19 __
and
    Separately           continuing on the same day of each month, quarter, or other period (as applicable)
thereafter
                         until ______________________________________, 19 __, at which time the unpaid balance of
the
                         principal sum and all accrued but unpaid interest thereon shall be due and payable.

                         The  Obligors  promise to pay  accrued  interest on the
                         principal   sum   [_]   monthly   [_]   quarterly   [_]
                         ________________________________________      beginning
                         ______________________,  19 __  and  continuing  on the
                         same day of each month, quarter, or
other
                         period (as applicable) thereafter until maturity.


[X] Installments of      The Obligors promise to pay the above-stated principal sum and interest thereon in 84
consecutive
    Principal and        [X] monthly installments  [_] quarterly installments  [_] _______________ installments
in the
    Interest             amount of $ 27,205.00 each, beginning July 24, 1999 and continuing on the same day of
each
                         month, quarter, or other period (as applicable) thereafter until June 24, 2006 at which
time the
                         unpaid balance of the principal sum and all accrued but unpaid interest thereon shall be
due
                         and payable.
</TABLE>

LATE CHARGE:
-----------
     If any scheduled  payment is in default 10 days or more,  Obligors agree to
pay a late charge equal to 5% of the amount of the payment  which is in default,
but not less than $.50 or more than the  maximum  amount  allowed by  applicable
law.

LOAN FEE. (This provision applicable only if completed):
--------
     A loan fee in the amount of $0 has been [ ] included  in the amount of this
note and paid to the Bank from the loan  proceeds,  [ ] paid to the Bank by cash
or check at  closing.  The loan fee is  earned  by the Bank when paid and is not
subject to refund except to the extent required by law.

PREPAYMENT:
----------
     If the interest rate on this note is a variable  rate,  Obligors may prepay
this note in full at any time without  premium or penalty.  If the interest rate
on this note is a fixed rate,  unless the paragraph which follows is applicable,
prepayment  of the  principal  sum of  this  note  in  whole  or in  part is not
permitted.

[_] If this box is  checked,  and if the  interest  rate on this note is a fixed
rate,  Obligors  may not prepay  this note in whole or in part  during the first
year after the date of this note.  Thereafter,  prepayment  will be permitted on
any scheduled  payment date on condition that the amount of the prepayment  must
equal the sum of (a) the principal  amount prepaid plus (b) accrued  interest on
the  amount  prepaid  plus (c) a  premium  equal to 1% of the  principal  amount
prepaid  multiplied times the number of years or parts of a year remaining until
final  scheduled  maturity of this note. No  prepayment  premium need be paid if
prepayment is made within one year prior to the final schedule  maturity of this
note.

     If  prepayment  in full  without  penalty  or  premium  is  required  to be
permitted  by  applicable  law,  the  foregoing  provisions  will not  apply and
prepayment will be allowed in accordance with such law.

COLLATERAL
----------
     This note is secured by every security agreement, pledge, assignment, stock
power, mortgage,  deed of trust, security deed and/or other covering personal or
real  property  (all of which are  hereinafter  included  in the term  "Separate
Agreements")  which  secures an  obligation  so defined as to include this note,
including without limitation all such Separate Agreements which are of even date
herewith and/or  described in the space below. In addition,  as security for the
payment of any and all liabilities and obligations of the Obligors to the Holder
(including  this  note  and the  indebtedness  evidenced  by this  note  and all
extensions,  renewals and modifications thereof, and all writings,  delivered in
substitution  therefor) and all claims of every nature of the Holder against the
Obligors,  whether  present or future,  and whether  joint,  several,  absolute,
contingent,  matured, liquidated,  unliquidated,  direct or indirect (all of the
foregoing  are  hereinafter  included in the term  "Obligations"),  the Obligors
hereby  assign to the Holder and grant to the Holder a security  interest in and
security title to the property (the  "Collateral")  described  below:  (Describe
Separate Agreements and Collateral.)

     All that "Collateral" as such terms is defined in that certain Guaranty and
     Security Agreement,  dated as of even date herewith, by and between Obligor
     and  Bank  (as  hereafter  amended,  restated,  supplemented  or  otherwise
     modified from time to time).

     The Obligors are jointly and severally  liable for the payment of this note
and have subscribed their names hereto without condition that anyone else should
sign or become bound hereon and without any other condition whatever being made.
The  provisions  printed on the back of this page are a part of this  note.  The
provisions  of this note are  binding on the heirs,  executors,  administrators,
successors  and assigns of each and every  Obligor and shall inure to the behalf
of the Holder, its successors and assigns.  This note is executed under the seal
of each of the Obligors of the indorsers, if any.

          The provisions on the reverse side are a part of this note.

Address of Obligors:                   COLOR IMAGE, INC.
                                   -------------------------------------- (SEAL)

2972 Pacific Drive                 By: Sue-Ling Wang, Ph.D., President
--------------------------             ----------------------------------
                                                                           Title

Norcross, georgia 30071       By:  /s/ Sue-Ling Wang
--------------------------         -------------------------------------- (SEAL)

No. 2437016-20006                  Signature: ___________________________ (SEAL)
   -----------------------

Officer: Ken Davis/ GY8
        ------------------
Branch: 152
       -------------------


<PAGE>

              Additional Terms and Conditions of Installment Note
                       (Terms Continued from Reverse Side)

     If the Obligors fail to pay any installment of principal or interest or any
other sum under this note  exactly  when it is due or fail to perform  any other
covenant  under this Note when due (time  being of the  essence of every term of
this note),  or if any of the Obligors or any guarantor or indorser of this note
shall  die  (if an  individual)  or  dissolve  or  cease  to do  business  (if a
partnership  or  corporation),  or if any of the  Obligors or any  guarantor  or
indorser of this note becomes  insolvent,  or makes a general assignment for the
benefit of creditors,  or files or has filed against him or it a petition  under
any chapter of the Federal Bankruptcy Code, or files or has filed against him or
it an application in any court for the  appointment of a receiver or trustee for
any  substantial  part of his or its  property  or assets,  or if a judgment  is
entered against any of the Obligors or any such guarantor or indorser or a levy,
writ of  execution,  attachment  or  garnishment  is issued  against  any of the
Obligors or any such  guarantor  or  indorser  or any of his or its  property or
assets;  or if any Obligor,  indorser or guarantor of this note transfers all or
any  valuable  part of his,  her or its assets  outside the  ordinary  course of
business,  or wastes, loses, or dissipates or permits waste, loss or dissipation
of any valuable part of such  person's  assets;  or if any Obligor,  indorser or
guarantor  of  this  note is a  partnership,  and any  general  partner  of such
partnership withdraws or is removed; or if any Obligor, indorser or guarantor of
this note is a  corporation  and ownership or power to vote more than 50 percent
of the voting stock of such  corporation is transferred,  directly or indirectly
(including through any voting trust, irrevocable proxy, or the like), during any
12 month  period;  or if any default or breach  occurs under any of the Separate
Agreements,  or if at any  time  in the  opinion  of the  Holder  the  financial
responsibility  of any Obligor or any guarantor or indorser of this note becomes
impaired,  then if any of the foregoing shall occur, the entire unpaid principal
sum of this note and all  accrued  but unpaid  interest  thereon  shall,  at the
option of the Holder and without requirement of notice or demand, become due and
payable immediately,  notwithstanding any time or credit allowed under this note
or under any other agreement made by the Holder with the Obligors.

     As additional  Collateral for the payment of all Obligations,  the Obligors
jointly and severally transfer,  assign, pledge, and set over to the Holder, and
grant the Holder a continuing  lien upon and  security  interest in, any and all
property of each Obligor that for any purpose,  whether in trust for any Obligor
or for custody,  pledge,  collection  or  otherwise,  is now or hereafter in the
actual or  constructive  possession  of, or in  transit  to,  the  Holder in any
capacity,  its  correspondents  or agents,  and also a continuing  lien upon and
right of set-off  against  deposits  and credits of each Obligor  with,  and all
claims  of  each  Obligor  against,  the  Holder  now or at any  time  hereafter
existing. The Holder is hereby authorized at any time or times and without prior
notice to apply such property,  deposits,  credits,  and claims,  in whole or in
part and in such  order as the  Holder may  elect,  to the  payment  of, or as a
reserve  against,  one or  more of the  Obligations,  whether  other  Collateral
therefor is deemed  adequate or not. All such  property,  deposits,  credits and
claims of the  Obligors  are  included in the terms  Collateral,  and the Holder
shall have  (unless  prohibited  by law) the same  rights  with  respect to such
Collateral as it has with respect to other Collateral.

     Without the necessity for any further  notice to or consent of any Obligor,
the Holder may exercise  any rights of any of the  Obligors  with respect to any
Collateral,  including without  limitation  thereto the following rights: (1) to
record or register in, or otherwise transfer into, the name of the Holder or its
nominee  any  part of the  Collateral,  without  disclosing  that  the  Holder's
interest is that of a secured party; (2) to pledge or otherwise  transfer any or
all of the Obligations  and/or  Collateral,  whereupon any pledgee or transferee
shall  have  all the  rights  of the  Holder  hereunder,  and the  Holder  shall
thereafter  be  fully  discharged  and  relieved  from  all  responsibility  and
liability  for the  Collateral  so  transferred  but shall retain all rights and
powers  thereunder  as to  all  Collateral  not  so  transferred;  (3)  to  take
possession  of any  Collateral  and to receive any proceeds of and dividends and
income on any Collateral, including money, and to hold the same as Collateral or
apply the same to any of the Obligations,  the manner,  order and extent of such
application to be in the sole discretion of the Holder;  (4) to exercise any and
all rights of voting,  conversion,  exchange,  subscription  and other rights or
options  pertaining to any Collateral;  and (5) to liquidate,  demand,  sue for,
collect, compromise, receive and give receipt for the cash or surrender value of
any Collateral.  If for any reason  whatsoever the Collateral  shall cease to be
satisfactory  to the Holder,  the  Obligors  shall upon demand  deposit with the
Holder additional Collateral satisfactory to the Holder. Surrender of this note,
upon  payment or  otherwise,  shall not affect the right of the Holder to retain
the  Collateral as security for other  Obligations.  Upon default,  the Obligors
agree to assemble the  collateral  and make it available to Holder at such place
or places as the Holder shall designate.

     The Holder shall be deemed to have exercised reasonable care in the custody
and preservation of any of the Collateral which is in its possession if it takes
such reasonable actions for that purpose as the pledgor of such Collateral shall
request in writing,  but the Holder shall have the sole  discretion to determine
whether such actions are reasonable. Any omission to do any act not requested by
the  pledgor  shall not be deemed a failure to  exercise  reasonable  care.  The
Obligors shall be responsible  for the  preservation of the Collateral and shall
take all steps to preserve rights against prior parties. The Holder shall not be
liable for, and no Obligor,  indorser,  or guarantor  shall be discharged to any
extent on account of, any failure to realize  upon,  or to exercise any right or
power with respect to, any of the Obligations or Collateral, or for any delay in
so doing.

     The Holder,  without making any demand whatsoever,  shall have the right to
sell  all or any  part  of  the  Collateral,  although  the  Obligations  may be
contingent or unmatured,  whenever the Holder  considers such sale necessary for
its protection. Sale of the Collateral may be made, at any time and from time to
time,  at any  public or private  sale,  at the  option of the  Holder,  without
advertisement or notice to any Obligor, except such notice as is required by law
and cannot be waived.  The Holder may purchase the  Collateral  at any such sale
(unless prohibited by law) free from any equity of redemption and from all other
claims.  After  deducting all expenses  including  legal expenses and attorney's
fees as provided below, for maintaining or selling the Collateral and collecting
the proceeds of sale,  the Holder shall have the right to apply the remainder of
said proceeds in payment of, or as a reserve  against,  any of the  Obligations,
the manner, order and extent of such application to be in the sole discretion of
the  Holder.  To the  extent  notice  of any  sale or other  disposition  of the
Collateral  is  required by law to be given to any Obligor and cannot be waived,
the  requirement  of reasonable  notice shall be met by sending such notice,  as
provided  below,  at least ten (10)  calendar  days  before  the time of sale or
disposition.  The Obligor  shall remain  liable to the Holder for the payment of
any  deficiency  with interest at the rate provided  hereinabove.  However,  the
Holder shall not be obligated to resort to any Collateral  but, at its election,
may proceed to inforce any of the  Obligations in default  against any or all of
the Obligors.

     With  respect  to any and  all  Obligations,  to the  extent  permitted  by
applicable  law,  the  Obligors  and any  indorsers  of this  note  jointly  and
severally waive the following: (1) all rights of exemption of property from levy
or sale under  execution or other process for the  collection of debts under the
constitution and laws of the United States or of any state thereof;  (2) demand,
presentment,  protest,  notice of dishonor, suit against any party and all other
requirements  necessary to charge or hold any Obligor or indorser  liable on any
Obligation;  (3) any further receipt for or acknowledgment of the Collateral now
or hereafter  deposited  and any  statement of  indebtedness;  (4) all statutory
provisions and requirements  for the benefit of any Obligor or indorser,  now or
hereafter  in force (to the extent  that same may be  waived);  (5) the right to
interpose  any  set-off  or  counterclaim  of any nature or  description  in any
litigation  in which the Holder and any  Obligor  or  indorser  shall be adverse
parties; and (6) notice of any intended public or private sale or sales or other
intended  disposition by the Holder of the  Collateral or any part thereof.  The
Obligors and indorsers  agree that any Obligations of any Obligor may, from time
to time,  in  whole  or in part be  renewed,  extended,  modified,  accelerated,
compromised,  discharged  or released by the Holder,  and any  Collateral,  lien
and/or right of set-off  securing any Obligation may from time to time, in whole
or in part, be exchanged,  sold,  released,  or otherwise impaired,  all without
notice to or further  reservations  of rights  against  any Obligor or any other
person and all without in any way affecting or discharging  the liability of any
Obligor or indorser.  The Obligors jointly and severally agree to pay all filing
fees and taxes in connection  with this note or the  Collateral and all costs of
collecting   or  securing  or  attempting  to  collect  or  secure  any  of  the
Obligations,  including  an  attorney's  fee in the  amount  which is 15% of the
unpaid  balance  of this note if this note is  referred  to an  attorney,  not a
salaried employee of the Holder, for collection  following any default hereunder
by the Obligors.

     The Holder shall not by any act, delay,  omission or otherwise be deemed to
have  waived any of its rights or  remedies,  and no waiver of any kind shall be
valid,  unless in writing and signed by the Holder.  All rights and  remedies of
the Holder  under the terms of this note and under  statutes or rules of law are
cumulative  and may be  exercised  successively  or  concurrently.  The Obligors
jointly and severally agree that the Holder shall be entitled to all rights of a
holder in due course of a negotiable instrument.  This note shall be governed by
and construed in accordance with the  substantive  laws of the United States and
the state where the office of the Bank set forth above in the first paragraph of
this  note is  located,  without  regard to the  rules of such  state  governing
conflicts  of law.  Any  provision  of this note which may be  unenforceable  or
invalid   under  any  law   shall  be   ineffective   to  the   extent  of  such
unenforceability  or invalidity without affecting the enforceability or validity
of any other  provision  hereof.  Any notice  required to be given to any person
shall be deemed  sufficient  if delivered  to such person or if mailed,  postage
prepaid,  to such  person's  address  as it  appears  on this  note or,  if none
appears,  to any address of such person in the Holder's files.  The Holder shall
have the right to correct  patent  errors in this note. A photocopy of this note
may be filed as a financing statement in any public office.

     The  Obligors  understand  that  the  Bank  may  enter  into  participation
agreements  with  participating  banks  whereby  the Bank  will  sell  undivided
interests in this note to such other banks.  The Obligors  consent that the Bank
may furnish information regarding the Obligors, including financial information,
to such banks from time to time and also to prospective  participating  banks in
order  that such  banks may make an  informed  decision  whether  to  purchase a
participation in this note. The Obligors hereby grant to each such participating
bank,  to the extent of its  participation  in this  note,  the right to set off
deposit  accounts  maintained by the Obligors,  or any of them,  with such bank,
against unpaid sums owed under this note.  Upon written request from the Holder,
the Obligors  agree to make each payment  under this note  directly to each such
participating bank in proportion to the participants's  interest in this note as
set forth in such request from the Holder.

     If, at any time,  the rate or amount of interest,  late charge,  attorney's
fee or any other charge payable under this note shall exceed the maximum rate or
amount  permitted by applicable  law, then, for such time as such rate or amount
would be  excessive,  its  application  shall be  suspended  and there  shall be
charged  instead the maximum  rate or amount  permitted  under such law, and any
excess  interest or other charge paid by the Obligors or collected by the Holder
shall be refunded to the Obligors or credited  against the principal sum of this
note, at the election of the Holder or as required by applicable  law.  Obligors
agree that the late  charge  provided in this note is a  reasonable  estimate of
probable additional  unanticipated internal costs to the Holder of reporting and
accounting for the late payment,  that such costs are difficult or impossible to
estimate accurately, and that the agreement to pay a late charge is a reasonable
liquidated damages provision.

     Notwithstanding any provision of this note to the contrary, if the Obligors
are one or more natural  persons and the loan is used for personal,  family,  or
household [ILLEGIBLE] the following provisions are applicable (a) the waivers of
exemption of property from levy or sale under execution or

<PAGE>

such property,  deposits, credits and claims of the Obligors are included in the
term Collateral,  and the Holder shall have (unless  prohibited by law) the same
rights  with  respect  to  such  Collateral  as it has  with  respect  to  other
Collateral.

     Without the necessity for any further  notice to or consent of any Obligor,
the Holder may exercise  any rights of any of the  Obligors  with respect to any
Collateral,  including without  limitation  thereto the following rights: (1) to
record or register in, or otherwise transfer into, the name of the Holder or its
nominee  any  part of the  Collateral,  without  disclosing  that  the  Holder's
interest is that of a secured party: (2) to pledge or otherwise  transfer any or
all of the Obligations  and/or  Collateral,  whereupon any pledgee or transferee
shall  have  all the  rights  of the  Holder  hereunder,  and the  Holder  shall
thereafter  be  fully  discharged  and  relieved  from  all  responsibility  and
liability  for the  Collateral  so  transferred  but shall retain all rights and
powers  thereunder  as to  all  Collateral  not  so  transferred;  (3)  to  take
possession  of any  Collateral  and to receive any proceeds of and dividends and
income on any Collateral, including money, and to hold the same as Collateral or
apply the same to any of the Obligations,  the manner,  order and extent of such
application to be in the sole discretion of the Holder;  (4) to exercise any and
all rights of voting,  conversion,  exchange,  subscription  and other rights or
options  pertaining to any Collateral;  and (5) to liquidate,  demand,  sue for,
collect, compromise, receive and give receipt for the cash or surrender value of
any Collateral.  If for any reason  whatsoever the Collateral  shall cease to be
satisfactory  to the Holder,  the  Obligors  shall upon demand  deposit with the
Holder additional Collateral satisfactory to the Holder. Surrender of this note,
upon  payment or  otherwise,  shall not affect the right of the Holder to retain
the  Collateral as security for other  Obligations.  Upon default,  the Obligors
agree to assemble the  Collateral  and make it available to Holder at such place
or places as the Holder shall designate.

     The Holder shall be deemed to have exercised reasonable care in the custody
and preservation of any of the Collateral which is in its possession if it takes
such reasonable actions for that purpose as the pledgor of such Collateral shall
request in writing,  but the Holder shall have the sole  discretion to determine
whether such actions are reasonable. Any omission to do any act not requested by
the  pledgor  shall not be deemed a failure to  exercise  reasonable  care.  The
Obligors shall be responsible  for the  preservation of the Collateral and shall
take all steps to preserve rights against prior parties. The Holder shall not be
liable for, and no Obligor,  indorser,  or guarantor  shall be discharged to any
extent on account of, any failure to realize  upon,  or to exercise any right or
power with respect to, any of the Obligations or Collateral, or for any delay in
so doing.

     The Holder,  without making any demand whatsoever,  shall have the right to
sell  all or any  part  of  the  Collateral,  although  the  Obligations  may be
contingent or unmatured,  whenever the Holder  considers such sale necessary for
its protection. Sale of the Collateral may be made, at any time and form time to
time,  at any  public or private  sale,  at the  option of the  Holder,  without
advertisement or notice to any Obligor, except such notice as is required by law
and cannot be waived.  The Holder may purchase the  Collateral  at any such sale
(unless prohibited by law) free from any equity of redemption and from all other
claims.  After  deducting all expenses  including  legal expenses and attorney's
fees as provided below, for maintaining or selling the Collateral and collecting
the proceeds of sale,  the Holder shall have the right to apply the remainder of
said proceeds in payment of, or as a reserve  against,  any of the  Obligations,
the manner, order and extent of such application to be in the sole discretion of
the  Holder.  To the  extent  notice  of any  sale or other  disposition  of the
Collateral  is  required by law to be given to any Obligor and cannot be waived,
the  requirement  of reasonable  notice shall be met by sending such notice,  as
provided  below,  at least ten (10)  calendar  days  before  the time of sale or
disposition.  The Obligor  shall remain  liable to the Holder for the payment of
any  deficiency  with interest at the rate provided  hereinabove.  However,  the
Holder shall not be obligated to resort to any Collateral  but, at its election,
may proceed to enforce any of the  Obligations in default  against any or all of
the Obligors.

     With  respect  to any and  all  Obligations,  to the  extent  permitted  by
applicable  law,  the  Obligors  and any  indorsers  of this  note  jointly  and
severally waive the following: (1) all rights of exemption of property from levy
or sale under  execution or other process for the  collection of debts under the
constitution and laws of the United States or of any state thereof;  (2) demand,
presentment,  protest,  notice of dishonor, suit against any party and all other
requirements  necessary to charge or hold any Obligor or indorser  liable on any
Obligation;  (3) any further receipt for or acknowledgment of the Collateral now
or hereafter  deposited  and any  statement of  indebtedness;  (4) all statutory
provisions and requirements  for the benefit of any Obligor or indorser,  now or
hereafter  in force (to the extent  that same may be  waived);  (5) the right to
interpose  any  set-off  or  counterclaim  of any nature or  description  in any
litigation  in which the Holder and any  Obligor  or  indorser  shall be adverse
parties; and (6) notice of any intended public or private sale or sales or other
intended  disposition by the holder of the  Collateral or any part thereof.  The
Obligors and indorsers  agree that any Obligations of any Obligor may, from time
to time,  in whole or in part,  be  renewed,  extended,  modified,  accelerated,
compromised,  discharged  or released by the Holder,  and any  Collateral,  lien
and/or right of set-off  securing any Obligation may from time to time, in whole
or in part, be exchanged,  sold,  released,  or otherwise impaired,  all without
notice to or further  reservations  of rights  against  any Obligor or any other
person and all without in any way affecting or discharging  the liability of any
Obligor or indorser.  The Obligors jointly and severally agree to pay all filing
fees and taxes in connection  with this note of the  Collateral and all costs of
collecting   or  securing  or  attempting  to  collect  or  secure  any  of  the
Obligations,  including  an  attorney's  fee in the  amount  which is 15% of the
unpaid  balance  of this note if this note is  referred  to an  attorney,  not a
salaried employee of the Holder, for collection  following any default hereunder
by the Obligors.

     The Holder shall not by any act, delay,  omission or otherwise be deemed to
have  waived any of its rights or  remedies,  and no waiver of any kind shall be
valid,  unless in writing and signed by the Holder.  All rights and  remedies of
the Holder  under the terms of this note and under  statutes or rules of law are
cumulative  and may be  exercised  successively  or  concurrently.  The Obligors
jointly and severally agree that the Holder shall be entitled to all rights of a
holder in due course of a negotiable instrument.  This note shall be governed by
and construed in accordance with the  substantive  laws of the United States and
the state where the office of the Bank set forth above in the first paragraph of
this  note is  located,  without  regard to the  rules of such  state  governing
conflicts  of law.  Any  provision  of this note which may be  unenforceable  or
invalid   under  any  law   shall  be   ineffective   to  the   extent  of  such
unenforceability  or invalidity without affecting the enforceability or validity
of any other  provision  hereof.  Any notice  required to be given to any person
shall be deemed  sufficient  if delivered  to such person or if mailed,  postage
prepaid,  to such  person's  address  as it  appears  on this  note or,  if none
appears,  to any address of such person in the Holder's files.  The Holder shall
have the right to correct  patent  errors in this note. A photocopy of this note
may be filed as a financing statement in any public office.

     The  Obligors  understand  that  the  Bank  may  enter  into  participation
agreements  with  participating  banks  whereby  the Bank  will  sell  undivided
interests in this note to such other banks.  The Obligors  consent that the Bank
may furnish information regarding the Obligors, including financial information,
to such banks from time to time and also to prospective  participating  banks in
order  that such  banks may make an  informed  decision  whether  to  purchase a
participation in this note. The Obligors hereby grant to each such participating
bank,  to the extent of its  participation  in this  note,  the right to set off
deposit  accounts  maintained by the Obligors,  or any of them,  with such bank,
against unpaid sums owed under this note.  Upon written request from the Holder,
the Obligors  agree to make each payment  under this note  directly to each such
participating  bank in proportion to the participant's  interest in this note as
set forth in such request from the Holder.

     If at any time, the rate or amount of interest, late charge, attorney's fee
or any other  charge  payable  under this note shall  exceed the maximum rate or
amount  permitted by applicable  law, then, for such time as such rate or amount
would be  excessive,  its  application  shall be  suspended  and there  shall be
charged  instead the maximum  rate or amount  permitted  under such law, and any
excess  interest or other charge paid by the Obligors or collected by the Holder
shall be refunded to the Obligors or credited  against the principal sum of this
note, at the election of the Holder or as required by applicable  law.  Obligors
agree that the late  charge  provided in this note is a  reasonable  estimate of
probable additional  unanticipated internal costs to the Holder of reporting and
accounting for the late payment,  that such costs are difficult or impossible to
estimate  accuracy,  and that the agreement to pay a late charge is a reasonable
liquidated damages provision.

     Notwithstanding any provision of this note to the contrary, if the Obligors
are one or more natural  persons and the loan is used for personal,  family,  or
household use other than the purchase of real property, the following provisions
are applicable: (a) the waivers of exemption of property from levy or sale under
execution or other process for the collection of debts, as hereinabove provided,
applies only with respect to the  Collateral,  if any, for this note; (b) to the
extent that any Separate Agreement covers property which is ("household  goods",
as that term is defined in 12 C.F.R.  Section  227.12(d),  and to the extent the
proceeds  of the loan  evidenced  by this  note were not used to  purchase  such
property,  such  "household  goods" do not constitute any part of Collateral for
the  Obligations,  and (c)  whether  or not the  loan is used to  purchase  real
property,  no consumer protection  provision of applicable law and no limitation
on the  remedy of  garnishment  provided  under  federal  or state law is waived
hereby.

     Time is of the essence of the payment and performance of this note.

EACH  INDORSER  OF THIS NOTE  AGREES TO BE BOUND BY THE  PROVISIONS  PRINTED  OR
OTHERWISE APPEARING ABOVE AND ON THE FACE OF THIS NOTE,  INCLUDING THE PROVISION
FOR PAYMENT OF ATTORNEY'S FEES FOR COLLECTION.

                            Signature_______________________________ (SEAL)

                            Address  2972 Pacific Drive, Norcross, Georgia 30071
                                     -------------------------------------------

                            Signature_______________________________ (SEAL)

                            Address________________________________________





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