BUCKHEAD AMERICA CORPORATION
                         2000 EMPLOYEE STOCK OPTION PLAN


SECTION 1.  PURPOSE; DEFINITIONS.

     The purpose of the Buckhead America  Corporation 2000 Employee Stock Option
Plan (the "Plan") is to enable Buckhead  America  Corporation (the "Company") to
attract, retain and reward directors, employees, and key advisors to the Company
and its Subsidiaries  and Affiliates,  and strengthen the mutuality of interests
between  such  persons  and  the  Company's   shareholders,   by  offering  them
performance-based stock incentives in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          a.  "Affiliate"  means  any  entity  other  than the  Company  and its
     Subsidiaries  that is designated by the Board as a  participating  employer
     under the Plan,  provided that the Company  directly or indirectly  owns at
     least 20% of the  combined  voting  power of all  classes  of stock of such
     entity or more than 50% of the ownership interests in such entity.

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

          c. "Code"  means the Internal  Revenue  Code of 1986,  as amended from
     time to time, and any successor thereto.

          d.  "Company"  means  Buckhead  America  Corporation,   a  corporation
     organized  under  the  laws of the  State  of  Delaware,  or any  successor
     corporation.

          e.  "Disability"  means  disability  as  determined  under  procedures
     established  by the Board for purposes of this Plan and shall in all events
     be consistent with the definition of disability  provided in Section 422 of
     the Code (or any successor provision).  (Section 422 of the Code sets forth
     the requirements for a stock option to qualify as an incentive stock option
     under the Internal  Revenue Code of 1986, as amended,  see "Incentive Stock
     Option" below.)

          f. "Early  Retirement"  means  retirement,  with the  express  written
     consent for purposes of this Plan of the Company,  at or before the time of
     such retirement, from active employment with the Company and any Subsidiary
     or Affiliate pursuant to the early retirement  provisions of the applicable
     pension plan of such entity.

          g. "Fair Market Value" means, as of any given date,  unless  otherwise
     determined by the Board in good faith:

               (i) if the Stock is listed on an  established  stock  exchange or
          exchanges,   or  traded  on  the   NASDAQ   National   Market   System
          ("NASDAQ/NMS")  the  highest  closing  price of the  Stock  as  listed


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          thereon on the applicable day, or if no sale of Stock has been made on
          any exchange or on NASDAQ/NMS on that date, on the next  preceding day
          on which there was a sale of Stock;

               (ii) if the Stock is not listed on an established  stock exchange
          or NASDAQ/NMS but is instead traded over-the-counter,  the mean of the
          dealer  "bid"  and "ask"  prices of the Stock in the  over-the-counter
          market on the applicable day, as reported by the National  Association
          of Securities Dealers, Inc.;

               (iii) if the  Stock  is not  listed  on any  exchange  or  traded
          over-the-counter, the value determined in good faith by the Board.

          h. "Incentive  Stock Option" means any Stock Option intended to be and
     designated as an "Incentive Stock Option" within the meaning of Section 422
     of the Code (or any successor provision).

          i. "Non-Qualified  Stock Option" means any Stock Option that is not an
     Incentive Stock Option.

          j. "Normal  Retirement"  means retirement from active  employment with
     the Company and any Subsidiary or Affiliate on or after age 65.

          k. "Outstanding  Stock" shall include all shares of Common Stock, $.01
     par value,  of the Company as well as the number of shares of Common  Stock
     into which then  outstanding  shares of capital  stock of the  Company,  of
     whatever class,  are convertible as of the year-end  immediately  preceding
     the date of  calculation  thereof  (as  adjusted  by the Board for  certain
     events).

          l. "Plan" means this Buckhead America  Corporation 2000 Employee Stock
     Option Plan, as hereinafter amended from time to time.

          m. "Retirement" means Normal or Early Retirement.

          n. "Stock"  means the Common Stock,  $.01 par value per share,  of the
     Company.

          o. "Stock Option" or "Option"  means any option to purchase  shares of
     Stock granted pursuant to Section 5 below.

          p. "Subsidiary"  means any corporation  (other than the Company) in an
     unbroken  chain of  corporations  beginning with the Company if each of the
     corporations  (other than the last  corporation in the unbroken chain) owns
     stock  possessing  100% or more of the total  combined  voting power of all
     classes of stock in one of the other corporations in the chain.

     In addition,  the term "Cause"  shall have the meaning set forth in Section
5(i) below.




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SECTION 2.  ADMINISTRATION.

     The Plan  shall be  administered  by the Board.  The Board  shall have full
authority  to  grant  Stock  Options,  pursuant  to the  terms of the  Plan,  to
directors, officers and other employees and persons eligible under Section 4.

     In particular, the Board shall have the authority:

               (i)  subject  to  Section 4  hereof,  to  select  the  directors,
          officers and other  employees of the Company or its  Subsidiaries  and
          Affiliates,  or other eligible persons, to whom Stock Options may from
          time to time be granted hereunder;

               (ii) to  determine  whether  and to what extent  Incentive  Stock
          Options,  Non-Qualified Stock Options, or any combination thereof, are
          to be granted hereunder to one or more eligible employees;

               (iii) to  determine  the  number of shares to be  covered by each
          such award granted hereunder;

               (iv) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder (including,  but
          not limited to, the share price and any restriction or limitation,  or
          any  vesting   acceleration  or  waiver  of  forfeiture   restrictions
          regarding  any  Stock  Option  and/or  the  shares  of Stock  relating
          thereto,  based  in each  case  on such  factors  as the  Board  shall
          determine, in its sole discretion);

               (v) to  determine  whether and under what  circumstances  a Stock
          Option may be settled in cash;

               (vi)  to  determine  whether,  to  what  extent  and  under  what
          circumstances Stock and other amounts payable with respect to an award
          under  this Plan  shall be  deferred  either  automatically  or at the
          election of the participant  (including  providing for and determining
          the amount  (if any) of any deemed  earnings  on any  deferred  amount
          during any deferral period).

     The Board shall have the  authority to adopt,  alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable;  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and any agreements  relating  thereto);  and to otherwise
supervise the administration of the Plan.

     All  decisions  made by the Board  pursuant to the  provisions  of the Plan
shall be made in the Board's sole  discretion  and shall be final and binding on
all persons, including the Company and Plan participants.




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<PAGE>

SECTION 3.  STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 90,000 shares.  Such shares may consist,  in whole or in
part, of authorized and unissued shares or treasury shares.

     Subject  to  Section  6(b)  below,  if any  shares of Stock  that have been
optioned  hereunder  cease to be  subject  to a Stock  Option or any such  award
otherwise terminates without a payment being made to the participant in the form
of Stock,  such shares shall again be available for  distribution  in connection
with future awards under the Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  stock  dividends,  stock split or other  changes in corporate
structure  affecting  the Stock,  and  subject to Sections  5(k) and 5(m),  such
substitution  or  adjustment  shall be made in the  aggregate  number  of shares
reserved for issuance  under the Plan,  in the number and option price of shares
subject  to  outstanding  Options  granted  under the Plan and in the  number of
shares  subject to other  outstanding  awards  granted  under the Plan as may be
determined to be appropriate by the Board, in its sole discretion, provided that
the number of shares subject to any award shall always be a whole number.


SECTION 4.  ELIGIBILITY.

     Directors,  officers and other employees of the Company or its Subsidiaries
and  Affiliates  (but as to incentive  stock  options,  excluding any person who
serves  only  as a  director)  who  are  responsible  for or  contribute  to the
management,  growth and/or  profitability  of the business of the Company and/or
its  Subsidiaries  and  Affiliates  are eligible to be granted  awards under the
Plan.  In  addition,  the Board may grant  awards,  other than  Incentive  Stock
Options,  to its  consultants  or  advisors  who are natural  persons  that have
provided bona fide services to the Company in connection with matters other than
the offer and sale of securities in a capital-raising transaction.


SECTION 5.  STOCK OPTIONS.

     Any Stock Option  granted under the Plan shall be in such form as the Board
may from time to time approve.  Stock  Options  granted under the Plan may be of
two types: (i) Incentive Stock Options, and (ii) Non-Qualified Stock Options.

     Subject to the  restrictions  contained in Section 4 hereof  concerning the
grant of Incentive Stock Options, the Board shall have the authority to grant to
any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options.

     Options  granted under the Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of the Plan, as the Board shall deem desirable:



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<PAGE>

          (a)  Option  Price.  The option  price per share of Stock  purchasable
     under a Stock Option shall be  determined by the Board at the time of grant
     but shall be (i) not less than 100%  (or,  in the case of an  employee  who
     owns stock  possessing  more than 10 percent of the total  combined  voting
     power of all  classes  of  capital  stock of the  Company  or of any of its
     subsidiary or parent  corporations,  not less than 110%) of the Fair Market
     Value of the Stock at grant,  in the case of Incentive  Stock Options,  and
     (ii) not less than 90% of the Fair Market  Value of the Stock at grant,  in
     the case of Non-Qualified Stock Options.

          (b) Option  Term.  The term of each Stock Option shall be fixed by the
     Board,  but no Stock Option shall be exercised  more than ten years (or, in
     the case of an  Incentive  Stock  Option held by an employee who owns stock
     possessing  more than 10 percent of the total combined  voting power of all
     classes  of  stock  of the  Company  or any of  its  subsidiary  or  parent
     corporations, more than five years) after the date the Option is granted.

          (c)  Exercisability.  Stock Options shall be exercised at such time or
     times and subject to such terms and  conditions  as shall be  determined by
     the Board at or after grant. If the Board provides, in its sole discretion,
     that any Stock Option is exercisable  only in  installments,  the Board may
     waive such installment exercise provisions at any time at or after grant in
     whole or in part,  based on such factors as the Board shall  determine,  in
     its sole discretion.

          (d) Method of  Exercise.  Subject  to  whatever  installment  exercise
     provisions  apply under  Section  5(c),  Stock  Options may be exercised in
     whole or in part at any time during the option  period,  by giving  written
     notice of  exercise to the  Company  specifying  the number of shares to be
     purchased.

          Such notice  shall be  accompanied  by payment in full of the purchase
     price  either  by cash,  check or such  other  instrument  as the Board may
     accept.  As determined by the Board,  in its sole  discretion,  at or after
     grant,  payment  in  full  or in part  may  also  be  made  in the  form of
     unrestricted  Stock already owned by the optionee  based,  in each case, on
     the Fair Market Value of the Stock on the date the option is exercised.

          No shares of Stock shall be issued  until full  payment  therefor  has
     been made.  An optionee  shall  generally  have the rights to  dividends or
     other rights of a shareholder  with respect to shares subject to the Option
     when the optionee has given  written  notice of exercise,  has paid in full
     for such shares, and, if requested,  has given the representation described
     in Section 9(a).

          (e)   Non-Transferability   of  Options.  No  Stock  Option  shall  be
     transferable  by the  optionee  otherwise  than by  will or by the  laws of
     descent and  distribution  or pursuant  to a qualified  domestic  relations
     order as defined by the Internal Revenue Code of 1986, as amended, or Title
     I of the Employee  Retirement Income Security Act, or the rules thereunder,
     and all Stock Options shall be exercisable, during the optionee's lifetime,
     only by the optionee.



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<PAGE>

          (f)  Termination  by Death.  Subject to Section 5(k), if an optionee's
     employment  by the Company and any  Subsidiary  or Affiliate  terminates by
     reason of death any Stock Option held by such  optionee may  thereafter  be
     exercised to the extent such option was exercisable at the time of death or
     on such accelerated  basis as the Board may determine at or after grant (or
     as may be determined  in  accordance  with  procedures  established  by the
     Board), by the legal  representative of the estate or by the legatee of the
     optionee under the will of the optionee,  for a period of one year (or such
     other period as the Board may specify at grant) from the date of such death
     or until the expiration of the stated term of such Stock Option,  whichever
     period is the shorter.

          (g)  Termination by Reason of Disability.  Subject to Section 5(k), if
     an  optionee's  employment  by the Company and any  Subsidiary or Affiliate
     terminates by reason of Disability,  any Stock Option held by such optionee
     may  thereafter  be  exercised  by  the  optionee,  to  the  extent  it was
     exercisable at the time of termination or on such accelerated  basis as the
     Board  may  determine  at or  after  grant  (or  as may  be  determined  in
     accordance with procedures established by the Board), for a period of three
     years (or such other  period as the Board may  specify  at grant)  from the
     date of such  termination  of  employment  or until the  expiration  of the
     stated  term  of  such  Stock  Option,  whichever  period  is the  shorter;
     provided, however, that, if the optionee dies within such three-year period
     (or such other period as the Board shall specify at grant), any unexercised
     Stock Option held by such optionee shall thereafter be exercisable pursuant
     to Section 5(f). In the event of  termination  of employment by Disability,
     if a Stock Option  heretofore  designated  as an Incentive  Stock Option is
     exercised more than one (1) year after such termination of employment, such
     Stock Option shall be treated as a Non-Qualified Stock Option.

          (h)  Termination by Reason of Retirement.  Subject to Section 5(k), if
     an  optionee's  employment  by the Company and any  Subsidiary or Affiliate
     terminates by reason of Normal or Early  Retirement,  any Stock Option held
     by such  optionee may be exercised  by the  optionee,  to the extent it was
     exercisable at the time of such Retirement or on such accelerated  basis as
     the Board may  determine  at or after  grant  (or as may be  determined  in
     accordance with procedures established by the Board), for a period of three
     years (or such other  period as the Board may  specify  at grant)  from the
     date of such termination or the expiration of the stated term of such Stock
     Option,  whichever period is the shorter;  provided,  however,  that if the
     optionee  dies within such  three-year  period (or such other period as the
     Board may specify at grant),  any unexercised  Option held by such optionee
     shall  thereafter be exercisable  pursuant to Section 5(f). In the event of
     termination  of employment  by  Retirement,  if a Stock Option  theretofore
     designated  as an Incentive  Stock Option is exercised  more than three (3)
     months after such  termination  of  employment,  such Stock Option shall be
     treated as a Non-Qualified Stock Option.

          (i) Other  Termination.  Unless otherwise  determined by the Board (or
     pursuant to procedures  established by the Board) at or after grant,  if an
     Employee's  employment  by the  Company  and any  Subsidiary  or  Affiliate
     terminates:

               (i) due to voluntary  resignation  of employment by the Optionee,
          the Stock Option shall thereupon terminate;



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<PAGE>

               (ii) due to death, Disability,  Normal or Early Retirement,  then
          the provisions of Sections 5(f),  5(g), 5( h), as  appropriate,  shall
          apply;

               (iii) due to involuntary termination of the Optionee's employment
          by the Company, any Subsidiary or Affiliate without "Cause", the Stock
          Option shall thereupon terminate,  except that the Stock Option may be
          exercised, to the extent otherwise then exercisable, for the lesser of
          three months or the balance of such Stock Option's term;

               (iv)  for  any  other  reason,   including   termination  of  the
          Optionee's  employment  for Cause,  the Stock Option  shall  thereupon
          terminate.

For purposes of this Plan, "Cause" means a felony conviction of a participant or
the  failure  of a  participant  to  contest  prosecution  for  a  felony,  or a
participant's  willful misconduct or dishonesty,  or other unauthorized activity
any of which, in the good faith opinion of the Board, is directly and materially
harmful to the  business  or  reputation  of the  Company or any  Subsidiary  or
Affiliate.

          (j) Buyout Provisions.  The Board may at any time offer to buy out for
     a payment  in cash or Stock an  option  previously  granted,  based on such
     terms and  conditions as the Board shall  establish and  communicate to the
     optionee at the time that such offer is made.

          (k) Certain  Recapitalizations.  In general,  if the Company is merged
     into or consolidated with another  corporation under circumstances in which
     the  Company  is  not  the  surviving  corporation,  or if the  Company  is
     liquidated,  or sells or  otherwise  disposes of  substantially  all of its
     assets to another corporation (any such merger, consolidation,  etc., being
     hereinafter referred to as a "Non-Acquiring Transaction") while unexercised
     options  are  outstanding  under the Plan,  after the  effective  date of a
     Non-Acquiring  Transaction  each holder of an  outstanding  option shall be
     entitled,  upon  exercise of such  option,  to receive  such stock or other
     securities  as the  holders  of the same  class  of  stock as those  shares
     subject to the option  shall be entitled  to receive in such  Non-Acquiring
     Transaction  based  upon the  agreed  upon  conversion  ratio or per  share
     distribution.  However,  in the  discretion of the Board of Directors,  any
     limitations on exercisability of options may be waived so that all options,
     from and after a date  prior to the  effective  date of such  Non-Acquiring
     Transaction shall be exercisable in full. Furthermore, in the discretion of
     the Board,  the right to exercise  may be given to each holder of an option
     during a 30-day period  preceding the effective date of such  Non-Acquiring
     Transaction.  Any  outstanding  options  not  exercised  within such 30-day
     period may be cancelled by the Board as of the  effective  date of any such
     Non-Acquiring  Transaction.  To the extent that the  foregoing  adjustments
     relate to stock or securities  of the Company,  such  adjustments  shall be
     made by the Board,  whose  determination  in that  respect  shall be final,
     binding and conclusive.

          (l)  Subdivision or  Consolidation.  Except as set forth in this Plan,
     optionees   shall  have  no  rights  by  reason  of  any   subdivision   or


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<PAGE>

     consolidation  of shares of stock of any class or the  payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class or by  reason  of any  dissolution,  liquidation,  merger,  or
     consolidation or spinoff of stock of another  corporation,  and no issue by
     the Company of shares of stock of any class shall affect, and no adjustment
     by reason  thereof  shall be made with  respect  to, the number or price of
     shares subject to the option.  The grant of any option pursuant to the Plan
     shall  not  affect  in any way the  right or power of the  Company  to make
     adjustments,  reclassifications,  reorganizations or changes of its capital
     or  business  structure  or to  merge  or to  consolidate  or to  dissolve,
     liquidate  or  sell,  or to  transfer  all or any part of its  business  or
     assets.

          (m)  Fractional  Shares.  If any  adjustment  referred to herein shall
     result in a fractional  share for any optionee under any option  hereunder,
     such fraction shall be completely  disregarded  and the optionee shall only
     be entitled to the whole number of shares resulting from such adjustment.


SECTION 6. AMENDMENTS AND TERMINATION.

     The Board may  amend,  alter,  or  discontinue  the  Plan,  but,  except as
otherwise provided herein, no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or  participant  under a Stock
Option theretofore granted,  without the optionee's or participant's consent, or
which, without the approval of the Company's stockholders, would:

          (a) materially  increase the benefits  accruing to participants  under
     the Plan;

          (b) materially  increase the number of securities  which may be issued
     under the Plan; or

          (c)  materially   modify  the   requirements  as  to  eligibility  for
     participation in the Plan.

     The Board may amend  the  terms of any Stock  Option  theretofore  granted,
prospectively  or  retroactively,  but,  subject  to  Section  6 above,  no such
amendment  shall impair the rights of any holder  without the holder's  consent.
The Board may also  substitute  new Stock Options for  previously  granted Stock
Options (on a one for one or other basis),  including  previously  granted Stock
Options having higher option exercise prices.

     Subject to the above  provisions,  the Board shall have broad  authority to
amend the Plan to take into account  changes in  applicable  securities  and tax
laws and accounting rules, as well as other developments.




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SECTION 7.  UNFUNDED STATUS OF PLAN.

     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant or optionee by the Company,  nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company.  In its sole  discretion,  the Board may  authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payments  in lieu of or with  respect  to awards
hereunder;  provided,  however, that, unless the Board otherwise determines with
the consent of the affected  participant,  the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.


SECTION 8.  WITHHOLDING.

     The Company's  obligation to deliver shares upon the exercise of any Option
granted under the Plan or to make any payments  required by any option agreement
shall be subject  to the  Optionee's  satisfaction  of any  applicable  federal,
state,  and local income and employment tax and  withholding  requirements  in a
manner and form satisfactory to the Company.


SECTION 9.  GENERAL PROVISIONS.

          (a) The Board may require each person  purchasing shares pursuant to a
     Stock  Option  under the Plan to represent to and agree with the Company in
     writing  that the  optionee  or  participant  is  acquiring  the shares for
     investment and without a view to distribution thereof. The certificates for
     such  shares may include any legend  which the Board deems  appropriate  to
     reflect any restrictions on transfer.

          All  certificates  for shares of Stock or other  securities  delivered
     under the Plan shall be subject to such  conditions,  stop-transfer  orders
     and other  restrictions  as the Board may deem  advisable  under the rules,
     regulations,   and  other  requirements  of  the  Securities  and  Exchange
     Commission, any stock exchange upon which the Stock is then listed, and any
     applicable  Federal  or state  securities  law,  and the  Board may cause a
     legend or legends to be put on any such  certificates  to make  appropriate
     reference to such restrictions.

          (b)  Nothing  contained  in this Plan  shall  prevent  the Board  from
     adopting  other  or  additional  compensation   arrangements,   subject  to
     stockholder  approval if such approval is required;  and such  arrangements
     may be either generally applicable or applicable only in specific cases.

          (c) The adoption of the Plan shall not confer upon any employee of the
     Company or any  Subsidiary or Affiliate  any right to continued  employment
     with the  Company or a  Subsidiary  or  Affiliate,  as the case may be, nor
     shall it interfere in any way with the right of the Company or a Subsidiary
     or Affiliate to terminate  the  employment  of any of its  employees at any
     time.



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<PAGE>

          (d) No  later  than  the date as of  which  an  amount  first  becomes
     includable in the gross income of the  participant  for Federal  income tax
     purposes with respect to the exercise of any Option,  the participant shall
     pay to  the  Company,  or  make  arrangements  satisfactory  to  the  Board
     regarding  the payment of, any Federal,  state,  or local taxes of any kind
     required by law to be withheld with respect to such amount. The obligations
     of the  Company  under the Plan  shall be  conditional  on such  payment or
     arrangements and the Company and its  Subsidiaries or Affiliates  shall, to
     the extent  permitted by law,  have the right to deduct any such taxes from
     any payment of any kind otherwise due to the participant.

          (e) The Plan and all awards made and actions taken thereunder shall be
     governed  by and  construed  in  accordance  with the laws of the  State of
     Georgia.


SECTION 10.  EFFECTIVE DATE OF PLAN.

     The Plan shall be effective  as of May 25,  2000,  upon the approval of the
Plan by a majority  of the votes cast by the  holders of the  Company's  capital
stock entitled to vote thereon at the Company's  Annual Meeting of  Stockholders
to be held on such date.


SECTION 11.  TERM OF PLAN.

     No Stock Option shall be granted pursuant to the Plan on or after the tenth
anniversary  of the effective date of the Plan, but awards granted prior to such
tenth anniversary may extend beyond that date.