CONSENT AND RE-AFFIRMATION OF GUARANTY AND LOAN DOCUMENTS

     This CONSENT AND RE-AFFIRMATION OF GUARANTY AND LOAN DOCUMENTS is delivered
in favor of SOUTHTRUST BANK, NATIONAL ASSOCIATION (formerly, "SouthTrust Bank of
Alabama, National Association"), a national banking association (the "Bank"), in
connection  with the Second  Amendment to Second  Amended and Restated  Loan and
Security  Agreement,  of even  date  herewith  among  the  Bank,  the  Borrowers
identified  therein  and the  undersigned,  as  Guarantor,  a true,  correct and
complete copy of which is attached hereto as Exhibit A (the "Second Amendment"):

                                R E C I T A L S:

     WHEREAS, the undersigned,  Todd E. Siegel ("Siegel" or the "Guarantor") has
unconditionally  guaranteed the full and timely  payment and  performance of all
obligations and indebtedness of the Borrowers referred to above under the Second
Amended and Restated Loan and Security Agreement, dated as of September 5, 1996,
among the Bank, the above-referenced  Borrowers and the Guarantor, as heretofore
amended  on April  17,  1998  and on the  date  hereof  pursuant  to the  Second
Amendment (as so amended,  the "Loan  Agreement"),  together with all promissory
notes, instruments, security agreements, pledge agreements and related documents
(collectively, the "Loan Documents"); and

     WHEREAS,  the Borrowers and Siegel have  requested  that the Bank amend the
Loan Agreement in the manner contemplated in the Second Amendment,  and the Bank
is willing to do so, but only on the terms and conditions expressly set forth in
the Second Amendment,  and on the condition,  among others,  that Siegel execute
and deliver this Consent and Re-affirmation of Guaranty and Loan Documents; and

     WHEREAS,  Siegel recognizes and acknowledges that the implementation of the
Second Amendment will be of direct and tangible benefit to him;

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and in  order  to  induce  the  Bank to  enter  into  the  Second
Amendment, Siegel does hereby acknowledge and agree as follows:

     1. Siegel does hereby  expressly  consent to the terms and  conditions  set
forth  in  the  Second  Amendment,   including,   without  limitation,  (a)  the
modification  of the payment  terms with respect to the  Amortization  Principal
Amount,  (b) the  amendment of the  Borrowers'  covenants  contained in the Loan
Agreement, and (c) the requirement that the Borrowers reimburse the Bank for its
costs and expenses in accordance  with the  provisions of the Second  Amendment.
Siegel  hereby  agrees that the consent and agreement set forth herein shall not
operate to  establish  any form of custom or practice on the part of the Bank to
request the consent of Siegel or any other party for any further amendment to or
modification  of the Loan  Agreement or the other Loan  Documents,  nor shall it
constitute  any waiver on the part of the Bank of its right to enforce  strictly
all  terms  and  provisions  of the Loan  Agreement,  or any of the  other  Loan
Documents.

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     2. Siegel hereby acknowledges and agrees that his execution of this Consent
and Re-affirmation  shall not in any way constitute a condition precedent to (i)
the enforceability of the Loan Agreement,  or any of the Loan Documents,  or any
of the other  documents,  instruments  or  agreements  referred to in any of the
foregoing,  or any  subsequent  amendment to any of the  foregoing,  against the
Borrowers or any obligor or guarantor thereunder (including, without limitation,
Siegel),  or (ii) the liability of the Borrowers,  Siegel or any other guarantor
under any guaranty agreement executed in connection with the Loan Agreement, but
that the execution of this Consent and  Re-affirmation is given and furnished to
the  Bank by the  undersigned  solely  as a  further  assurance  to the  Bank of
Siegel's  continuing  liability  under  the  Guaranty  of  Payment,  dated as of
September  5, 1996  (the  "Guaranty"),  the Loan  Agreement  and the other  Loan
Documents for all Obligations, as defined in the Loan Agreement.

     3. Siegel does hereby ratify,  confirm and reaffirm (i) each and every term
and provision  contained in the Guaranty,  the Loan Agreement and the other Loan
Documents,  and (ii) his  continuing  and  unconditional  liability to the Bank,
pursuant to the Guaranty,  the Loan Agreement and the other Loan Documents,  for
all  amounts  owed  to the  Bank  by the  Borrowers  under  the  Loan  Agreement
(including,   without  limitation,  all  amendments  and  modifications  thereto
contained in the Second  Amendment)  and the  promissory  notes issued  pursuant
thereto, and for all other Obligations, as defined in the Loan Agreement.

     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Consent  and
Re-affirmation of Guaranty and Loan Documents, on and as of this 6th day of July
2000.

                                       ___________________________________
                                       Todd E. Siegel

WITNESS: