FLAG FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

                                                                   Exhibit 10.18

                           FLAG FINANCIAL CORPORATION
                       1994 DIRECTORS STOCK INCENTIVE PLAN
                     (As amended through September 18, 1997)

                                    ARTICLE 1
                                     Purpose

     1.1     General Purpose.  The purpose of this Plan is to further the growth
             ---------------
and development of the Company by encouraging Directors who are not employees of
the Company to obtain a proprietary interest in the Company by owning its stock.
The  Company  intends  that  the  Plan  will  provide such persons with an added
incentive  to continue to serve as Directors and will stimulate their efforts in
promoting  the growth, efficiency and profitability of the Company.  The Company
also intends that the Plan will afford the Company a means of attracting persons
of  outstanding  quality  to  service  on  the  Board.

     1.2     Intended  Tax  Effects  of  Options.  It  is  intended that the tax
             -----------------------------------
effects  of any Option granted hereunder should be determined under Code Sec.83.

                                    ARTICLE 2
                                   Definitions

     The  following  words  and  phrases  as  used  in  this Plan shall have the
meanings  set  forth  in  this  Article  unless  a  different meaning is clearly
required  by  the  context:

     2.1     1933  Act  shall  mean  the  Securities  Act  of  1933, as amended.
             ---------

     2.2     1934  Act  shall  mean  the  Securities  Exchange  Act  of 1934, as
             ---------
amended.

     2.3     Beneficiary  shall mean, with respect to an Optionee, the Person or
             -----------
Persons  who acquire such Options by bequest or inheritance.  To the extent that
an Option has not yet been distributed to such Person or Persons from a deceased
Optionee's  estate,  an Option may be exercised by the executor or administrator
(as  applicable)  of  the  deceased  Optionee's  estate.

     2.4     Board  shall  mean  the  Board  of  Directors  of  the  Company.
             -----

     2.5     Cause shall mean an act or acts by an individual involving personal
             -----
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal  profit,  intentional  failure  to  perform  stated  duties  or willful
violation  of  any  law,  rule  or  regulation (other than traffic violations or
similar  offenses).

     2.6     Change  of  Control  shall  mean  the  occurrence of any one of the
             -------------------
following  events:

          (a)     The  execution  of  an  agreement  for  the  sale of all, or a
     material  portion,  of  the  assets  of  the  Company;

          (b)     The execution of an agreement for a merger or recapitalization
     of  the  Company,  or any merger or recapitalization whereby the Company is
     not  the  surviving  entity;


<PAGE>
          (c)     A  change  of  control of the Company or of any bank or thrift
     subsidiary of the Company, as otherwise defined or determined by the Office
     of  Thrift  Supervision (or successor agency) or regulations promulgated by
     it;  or

          (d)     The  acquisition,  directly  or  indirectly, of the beneficial
     ownership  (within  the meaning of that term as it is used in Section 13(d)
     of the 1934 Act and the rules promulgated thereunder) of 25% or more of the
     outstanding  voting  securities  of  the  Company  by  any  Person.

     2.7     Code  shall  mean  the  Internal  Revenue Code of 1986, as amended.
             ----

     2.8     Committee  shall  mean  the  committee  appointed  by  the Board to
             ---------
administer  and  interpret  the  Plan  in  accordance  with  Article  3  below.

     2.9     Common  Stock  shall  mean  the  common  stock, par value $1.00 per
             -------------
share,  of  the  Company.

     2.10     Company  shall  mean  FLAG  Financial  Corporation.
              -------

     2.11     Director  shall  mean  an individual who is serving as a member of
              --------
the  Board  (i.e.,  a  director  of  the  Company).

     2.12     Disability  shall  mean,  with respect to an individual, the total
              ----------
and  permanent  disability  of such individual as determined by the Committee in
its  sole  discretion.

     2.13     Effective  Date shall mean the date on which this Plan is approved
              ---------------
by  the  shareholders  of  the  Company.  See  Article  9  herein.

     2.14     Fair  Market  Value  of  the  Common  Stock  as  of  a  date  of
              -------------------
determination  shall  mean  the  following:

          (a)     Stock Listed and Shares Traded.  If the Common Stock is listed
     and  traded  on  a national securities exchange (as such term is defined by
     the  1934  Act)  or  on  the  NASDAQ  National Market System on the date of
     determination,  the  Fair Market Value per share shall be the closing price
     of  a  share  of  the  Common Stock on said national securities exchange or
     National Market System on the date of determination. If the Common Stock is
     traded  in  the  over-the-counter  market,  the Fair Market Value per share
     shall  be  the  average  of  the  bid  and  asked  prices  on  the  date of
     determination.

          (b)     Stock  Listed  But  No  Shares Traded.  If the Common Stock is
     listed  on  a national securities exchange or on the National Market System
     but  no  shares of the Common Stock are traded on the date of determination
     but there were shares traded on dates within a reasonable period before the
     date  of determination, the Fair Market Value shall be the closing price of
     the  Common Stock on the most recent date before the date of determination.
     If  the Common Stock is regularly traded in the over-the-counter market but
     no  shares  of the Common Stock are traded on the date of determination (or
     if  records  of  such  trades  are unavailable or burdensome to obtain) but
     there  were  shares  traded  on dates within a reasonable period before the
     date  of  determination,  the Fair Market Value shall be the average of the
     bid and asked prices of the Common Stock on the most recent date before the
     date  of  determination.


                                        2
<PAGE>
          (c)     Stock  Not  Listed.  If  the  Common  Stock is not listed on a
     national  securities  exchange  or on the National Market System and is not
     regularly  traded  in the over-the-counter market, then the Committee shall
     determine  the  Fair  Market  Value  of  the Common Stock from all relevant
     available  facts  which  may  include the average of the bid and ask prices
     reflected  in  the  over-the-counter  market  on a date within a reasonable
     period  either  before  or  after  the  date of determination or options of
     independent  experts as to value and may take into account any recent sales
     and  purchases  of such Common Stock to the extent they are representative.

The Committee's determination of Fair Market Value, which shall be made pursuant
to the foregoing provisions, shall be final and binding for all purposes of this
Plan.

     2.15     NQSO  shall  mean an option to purchase Common Stock to which Code
              ----
Sec.421  (relating  generally  to certain ISO and other options) does not apply.

     2.16     Option  shall  mean  NQSO's  (including Reload Options) granted to
              ------
individuals  pursuant  to  the  terms  and  provisions  of  this  Plan.

     2.17     Option  Agreement  shall  mean  a  written agreement, executed and
              -----------------
dated  by  the  Company  and an Optionee, evidencing an Option granted under the
terms  and  provisions  of  this Plan, setting forth the terms and conditions of
such Option, and specifying the name of the Optionee and the number of shares of
stock  subject  to  such  Option.

     2.18     Option Price shall mean the purchase price of the shares of Common
              ------------
Stock  underlying  an  Option.

     2.19     Optionee  shall  mean  an  individual  who  is  granted  an Option
              --------
pursuant  to  the  terms  and  provisions  of  this  Plan.

     2.20     Person  shall  mean  any  individual,  organization,  corporation,
              ------
partnership  or  other  entity.

     2.21     Plan  shall  mean  this  FLAG Financial Corporation 1994 Directors
              ----
Stock  Incentive  Plan.

     2.22     Reload  Option  shall  mean  an  Option  that is granted (1) to an
              --------------
Optionee who pays for exercise of all or part of an Option with shares of Common
Stock,  (2)  for  the same number of shares as the number of shares exchanged in
payment  for the exercise of such Option, (3) as of the date of such payment for
exercise  of  the  original Option, and (4) subject to all of the same terms and
conditions  as  such  original  Option,  except  that:

          (a)     the Option Price for shares subject to the Reload Option shall
     be  determined  on the basis of the Fair Market Value of such shares on the
     date  the  Reload  Option  is  granted;  and

          (b)     in  no event shall the term of any Reload Option extend beyond
     the  original  term  of the Option with respect to which such Reload Option
     was  granted.

                                    ARTICLE 3
                                 Administration

     3.1     General  Administration.  The  Plan  shall  be  administered  and
             -----------------------
interpreted  by  the  Committee.  Subject to the express provisions of the Plan,
the  Committee  shall  have authority to interpret the Plan, to prescribe, amend
and  rescind  rules and regulations relating to the Plan, to determine the terms
and  provisions  of  the  Option  Agreements by which Options shall be evidenced
(which  shall  not  be inconsistent with the terms of the Plan), and to make all
other  determinations necessary or advisable for the administration of the Plan,
all  of  which  determinations  shall  be  final,  binding  and  conclusive.


                                        3
<PAGE>
     3.2     Appointment.  The  Board shall appoint the Committee from among its
             -----------
members  to serve at the pleasure of the Board.  The Board from time to time may
remove  members  from,  or  add  members  to,  the  Committee and shall fill all
vacancies  thereon.  The Committee at all times shall be composed of two or more
directors.

     3.3     Organization.  The  Committee  may select one of its members as its
             ------------
chairman  and  shall  hold  its  meetings at such times and at such places as it
shall  deem  advisable.  A  majority of the Committee shall constitute a quorum,
and such majority shall determine its actions.  The Committee shall keep minutes
of  its  proceedings  and shall report the same to the Board at the meeting next
succeeding.

     3.4     Indemnification.  In  addition  to  such  other  rights  of
             ---------------
indemnification  as  they  have as directors or as members of the Committee, the
members  of  the  Committee, to the extent permitted by applicable law, shall be
indemnified  by  the  Company  against  reasonable  expenses (including, without
limitation,  attorneys'  fees)  actually  and necessarily incurred in connection
with  the  defense  of any action, suit or proceeding, or in connection with any
appeal,  to  which  they  or  any of them may be a party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any Option
granted  hereunder,  and  against all amounts paid by them in settlement thereof
(provided  such  settlement  is  approved  to  the extent required by and in the
manner provided by the articles or certificate of incorporation or the bylaws of
the  Company  relating  to  indemnification  of  directors)  or  paid by them in
satisfaction  of  a  judgment  in any such action, suit or proceeding, except in
relation  to matters as to which it shall be in adjudged in such action, suit or
proceeding  that  such Committee member or members did not act in good faith and
in  a  manner he or they reasonably believed to be in or not opposed to the best
interest  of  the  Company.

                                    ARTICLE 4
                                      Stock

     The  stock subject to the Options and other provisions of the Plan shall be
authorized  but  unissued  or  reacquired  shares  of  Common Stock.  Subject to
readjustment in accordance with the provisions of Article 7, the total number of
shares of Common Stock for which Options may be granted to persons participating
in  the  Plan  shall not exceed in the aggregate 100,625 shares of Common Stock.
Notwithstanding  the  foregoing,  shares  of  Common  Stock  allocable  to  the
unexercised portion of any expired or terminated Option again may become subject
to  Options  under  the  Plan.

                                    ARTICLE 5
                   Eligibility to Receive and Grant of Options

     5.1     Individuals  Eligible  for  Grants  of  Options.  The  individuals
             -----------------------------------------------
eligible  to receive Options hereunder shall be solely those individuals who are
Directors  and  who are not employees of the Company or any parent or subsidiary
corporation  of  the  Company (hereinafter referred to as "eligible Directors").
Such  eligible  Directors shall receive Options hereunder in accordance with the
provisions  of  Section  5.2  below.

     5.2     Grant  of Options.  Subject to the provisions of Article 4, Options
             -----------------
shall  be  granted  to  eligible Directors under Section 5.1 above in accordance
with  the  following  formulas:

          (a)     Grant  of  Options  Upon  Initially  Becoming  Director.


                                        4
<PAGE>
                      General Rule. After the Effective Date of this Plan, as of
          the  date  that  an  individual  initially becomes a Director, if such
          individual  is not employed by the Company or any parent or subsidiary
          corporation  of  the Company as of such date, such individual shall be
          granted  an  Option  to  purchase  5,000  shares  of  Common  Stock.

               (ii)     Transitional  Rule.  As  of  the  Effective Date of this
          Plan,  each  individual  who  is  an eligible Director as of such date
          shall  be  granted an Option to purchase 5,000 shares of Common Stock.

          (b)     Grant  of  Annual  Incentive Options.  As of March lst of each
     calendar  year  beginning  March  1, 1995 and ending on March 1, 2004, each
     individual  who is an eligible Director as of such date shall be granted an
     Option  to  purchase  a  number  of  shares  of Common Stock equal to 6,000
     divided  by  the number of eligible Directors as of such date, rounded down
     to  the  nearest  whole number (if necessary). However, notwithstanding the
     preceding  sentence,  the  automatic  grant  of  Options  provided  by this
     subsection  (a)  shall  occur  as  of  a  March  1st  date specified in the
     preceding  sentence only if the duly authorized independent accountants for
     the  Company  determine that the Company's book value for the calendar year
     ending  on  the  December  31st  immediately  preceding such March 1st date
     equals  or  exceeds  106% of the Company's book value for the calendar year
     immediately  preceding  such  calendar  year.

          (c)     Grant  of  Options  Upon  Change  of  Control.  As of the date
     immediately  preceding  the  date on which a Change of Control occurs, each
     individual  who is an eligible Director as of such date shall be granted an
     Option  to  purchase  a  number  of  shares  of  Common  Stock equal to the
     aggregate  remaining number of shares of Common Stock for which Options may
     be granted to eligible Directors pursuant to the provisions of Article 4 as
     of  such  date divided by the number of eligible Directors as of such date,
     rounded down to the nearest whole number (if necessary); provided, however,
     the  number of shares of Common Stock for which an Option is granted to any
     individual  under  this  subsection  (c)  shall  be  reduced  to the extent
     necessary  so  that no portion of the Options granted under this subsection
     (c), when aggregated with other "parachute payments" (within the meaning of
     Code  Sec.28OG(b))  (if  any)  made  to  such  individual, shall constitute
     "excess  parachute  payments"  (within  the  meaning  of Code Sec.28OG(b)).

All  Options  granted  under  this  Article  5  shall be evidenced by the Option
Agreement  shown in Exhibit A, and shall be subject to the provisions of Article
6 below.  Notwithstanding any provision of this Article to the contrary, Options
shall  only  be granted pursuant to the provisions of this Article to the extent
allowed  by  Article  4.

                                    ARTICLE 6
                         Terms and Conditions of Options

Options granted hereunder and Option Agreements shall comply with and be subject
to  the  following  terms  and  conditions:

     6.1     Requirement  of  Option  Agreement.  Upon  the  grant  of an Option
             ----------------------------------
hereunder,  the  Committee  shall  prepare  (or  cause to be prepared) an Option
Agreement.  The  Committee  shall present such Option Agreement to the Optionee.


                                        5
<PAGE>
     6.2     Optionee  and  Number of Shares.  Each Option Agreement shall state
             -------------------------------
the  name  of the Optionee and the total number of shares of the Common Stock to
which  it  pertains,  the  Option Price, and the date as of which the Option was
granted  under  this  Plan.

     6.3     Vesting.  Subject  to  Section 6.14, each Option granted under this
             -------
Plan  shall be immediately exercisable (i.e., vested) as of the date of grant of
such  Option.

     6.4     Option  Price.  The  Option  Price  of  the  shares of Common Stock
             -------------
underlying  each  Option granted under subsections (a) and (b) of Section 5.2 of
this  Plan  shall  be  the Fair Market Value of the Common Stock on the date the
Option  is  granted.  The  Option Price of the shares of Common Stock underlying
each  Option  granted  under subsection (c) of Section 5.2 of this Plan shall be
the  Fair Market Value of the Common Stock on the date immediately preceding the
date  on  which  information  regarding  the Change of Control resulting in such
grant  of  Options  becomes  generally  available to the public.  The date as of
which  the  Option  was granted under this Plan as noted in the Option Agreement
shall  be  considered  the  date  on  which  such  Option  is  granted.

     6.5     Terms  of  Options.  Terms  of Options granted under the Plan shall
             ------------------
commence on the date of grant and shall expire on such date as the Committee may
determine for each Option; provided, in no event shall any Option be exercisable
after  ten  years  from  the  date  the Option is granted; and provided further,
Options  granted  under  subsection  (c)  of  Section 5.02 of this Plan shall be
exercisable  for  a period of ten years from the date the Option is granted.  No
Option  shall  be  granted hereunder after ten years from the earlier of (a) the
date  the  Plan  is  approved  by  the shareholders, or (b) the date the Plan is
adopted  by  the  Board.

     6.6     Terms  of Exercise.  The exercise of an Option may be for less than
             ------------------
the  full  number  of  shares  of  Common Stock subject to such Option, but such
exercise  shall  not  be  made  for  less  than (i) 100 shares or (ii) the total
remaining  shares  subject to the Option, if such total is less than 100 shares.
Subject  to the other restrictions on exercise set forth herein, the unexercised
portion  of  an  Option  may  be  exercised  at  a  later  date by the Optionee.

     6.7     Method  of  Exercise.  All  Options  granted  hereunder  shall  be
             --------------------
exercised  by  written  notice  directed  to the Secretary of the Company at its
principal place of business or to such other person as the Committee may direct.
Each  notice  of  exercise  shall  identify  the  Option  which  the Optionee is
exercising  (in  whole  or  in  part) and shall be accompanied by payment of the
Option  Price  for  the  number  of  shares  specified in such notice and by any
documents  required  by  Section  8.1.  The  Company shall make delivery of such
shares  within  a  reasonable period of time; provided, if any law or regulation
requires  the  Company  to  take  any action (including, but not limited to, the
filing  of  a  registration  statement  under  the  1933  Act  and  causing such
registration statement to become effective) with respect to the shares specified
in  such  notice  before the issuance thereof, then the date of delivery of such
shares  shall  be  extended  for  the  period  necessary  to  take  such action.

     6.8     Medium  and  Time  of  Payment.
             ------------------------------

          (a)     The  Option  Price  shall  be payable upon the exercise of the
     Option  in  an  amount  equal  to the number of shares then being purchased
     times  the  per share Option Price. Payment at the election of the Optionee
     (or  his successors as provided in subsection (c) of Section 6.9), shall be
     (A)  in  cash;  (B)  by  delivery  to  the  Company  of  a  certificate  or
     certificates  for  shares of the Common Stock duly endorsed for transfer to
     the  Company with signature guaranteed by a member firm of a national stock
     exchange  or  by  a  national or state bank or a federally chartered thrift
     institution  (or  guaranteed  or  notarized  in  such  other  manner as the
     Committee  may  require)  or by instructing the Company to retain shares of
     Common Stock upon the exercise of the Option with a Fair Market Value equal
     to  the  exercise  price as payment; (C) by delivery to the Company of such
     other  property  or  by the performance for the Company of such services as
     may be acceptable to the Committee and allowed under applicable law; or (D)
     by  a  combination  of  (A),  (B)  and  (C).


                                        6
<PAGE>
          (b)     If  all  or  part  of  the Option Price is paid by delivery of
     shares  of the Common Stock, on the date of such payment, the Optionee must
     have  held  such  shares  for  at  least  six  months  from (i) the date of
     acquisition,  in  the  case  of  shares acquired other than through a stock
     option or other stock award plan, or (ii) the date of grant or award in the
     case  of  shares acquired through such a plan; and the value of such Common
     Stock  (which  shall  be  the Fair Market Value of such Common Stock on the
     date  of  exercise)  shall  be less than or equal to the total Option Price
     payment.  If  the  Optionee delivers Common Stock with a value that is less
     than  the  total  Option Price, then such Optionee shall pay the balance of
     the  total Option Price in cash, other property or services, as provided in
     subsection  (a)  above.

     6.9     Effect  of  Termination of Service or Death.  Except as provided in
             -------------------------------------------
subsections  (a),  (b) and (c) below, no Option shall the exercisable unless the
Optionee thereof shall have been a Director from the date of the granting of the
Option  until  the  date  of  exercise;  provided,  the  Committee,  in its sole
discretion,  may waive the application of this Section and, instead, may provide
a  different  expiration  date  or  dates  in  an  Option  Agreement.

          (a)     Termination of Service.  In the event an Optionee ceases to be
     a  Director  for  any  reason other than death or Disability, any Option or
     unexercised portion thereof granted to him shall terminate on and shall not
     be  exercisable  after  the earliest to occur of (i) the expiration date of
     the  Option,  (ii)  three months after the date the Optionee ceases to be a
     Director  or  (iii)  the  date  on  which  the Company gives notice to such
     Optionee  of  termination  of  his  service  as  a  Director  if service is
     terminated  by  the Company or by its shareholders for Cause (an Optionee's
     resignation  in anticipation of termination of service by the Company or by
     its  shareholders for Cause shall constitute a notice of termination by the
     Company);  provided, the Committee may provide in the Option Agreement that
     such  Option  or  any  unexercised  portion thereof shall terminate sooner.
     Notwithstanding the foregoing, in the event that an Optionee's service as a
     Director terminates for a reason other than death or Disability at any time
     after  a  Change of Control, the term of all Options of that Optionee shall
     be extended through the end of the three-month period immediately following
     the  date of such termination of service. Prior to the earlier of the dates
     specified  in  the  preceding  sentences of this subsection (a), the Option
     shall  be  exercisable  only  in accordance with its terms and only for the
     number  of  shares  exercisable  on the date of termination of service as a
     Director. The question of whether an authorized leave of absence or absence
     for military or government service or for any other reason shall constitute
     a  termination  of  service as a Director for purposes of the Plan shall be
     determined  by  the  Committee,  which  determination  shall  be  final and
     conclusive.

          (b)     Disability.  Upon  the termination of an Optionee's service as
     a  Director  due  to  Disability, any Option or unexercised portion thereof
     granted  to him which is otherwise exercisable shall terminate on and shall
     not be exercisable after the earlier to occur of (i) the expiration date of
     such  Option, or (ii) one year after the date on which such Optionee ceases
     to  be a Director due to Disability; provided, the Committee may provide in
     the  Option  Agreement  that such Option or any unexercised portion thereof
     shall  terminate  sooner.  Prior  to  the earlier of such date, such Option
     shall  be  exercisable  only  in accordance with its terms and only for the
     number  of  shares  exercisable  on  the  date such Optionee's service as a
     Director  ceases  due  to  Disability.


                                        7
<PAGE>
          (c)     Death.  In the event of the death of the Optionee (i) while he
     is  a  Director,  (ii)  within  three  months  after the date on which such
     Optionee's  service  as  a  Director is terminated (for a reason other than
     Cause)  as provided in subsection (a) above, or (iii) within one year after
     the  date  on which such Optionee's service as a Director terminated due to
     his  Disability,  any  Option or unexercised portion thereof granted to him
     which  is  otherwise  exercisable  may  be  exercised  by  the  Optionee's
     Beneficiary  at  any time prior to the expiration of one year from the date
     of  death  of  such  Optionee,  but  in  no  event  later  than the date of
     expiration  of  the  option period; provided, the Committee may provide the
     Option  Agreement that such Option or any unexercised portion thereof shall
     terminate  sooner. Such exercise shall be effected pursuant to the terms of
     this  Section  as  if  such  Beneficiary  is  the  named  Optionee.

     6.10     Restrictions on Transfer and Exercise of Options.  No Option shall
              ------------------------------------------------
be  assignable  or  transferable  by  the Optionee except by will or the laws of
descent  and  distribution;  provided, however, that the Committee may (but need
not)  permit  other  transfers  where  the  Committee  concludes  that  such
transferability  (i)  does  not  result  in  accelerated  taxation,  and (ii) is
otherwise  appropriate  and  desirable, taking into account any state or federal
tax  or securities laws applicable to transferable options.  During the lifetime
of  an  Optionee,  the Option shall be exercisable only by him or such permitted
transferee;  provided,  however, that in the event the Optionee is incapacitated
and unable to exercise Options, such Options may be exercised by such Optionee's
legal guardian, legal representative, fiduciary or other representative whom the
Committee  deems  appropriate  based  on  applicable  facts  and  circumstances.

     6.11     Rights  as  a  Shareholder.  An Optionee shall have no rights as a
              --------------------------
shareholder  with  respect  to  shares  covered  by his Option until date of the
issuance  of the shares to him and only after the Option Price of such shares is
fully  paid.  Unless  specified  in  Article  7,  no adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

     6.12     Reload  Options.  All  Options  shall  be  accompanied by a Reload
              ---------------
Option.  An Optionee who pays for exercise of a Reload Option with shares of the
Common  Stock  shall be entitled to a successive Reload Option.  For purposes of
granting  Reload Options, the retention of shares of Common Stock by the Company
upon  exercise  of  an  Option  shall  be treated as a payment for exercise with
shares  of  Common  Stock.

     6.13     No Obligation to Exercise Option.  The granting of an Option shall
              --------------------------------
impose  no  obligation  upon  the  Optionee  to  exercise  such  Option.

     6.14     [Deleted]

                                    ARTICLE 7
                   Adjustments Upon Changes in Capitalization

     7.1     Recapitalization.  In  the event that the outstanding shares of the
             ----------------
Common Stock of the Company are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company  by  reason  of  a  recapitalization,  reclassification,  stock  split,
combination  of  shares  or  dividend payable in shares of the Common Stock, the
following  rules  shall  apply:

          (a)     The  Committee  shall  make  an  appropriate adjustment in the
     number  and  kind of shares available for the granting of Options under the
     Plan.


                                        8
<PAGE>
          (b)     The Committee also shall make an appropriate adjustment in the
     number  and  kind  of  shares  as to which outstanding Options, or portions
     thereof  then unexercised, shall be exercisable; any such adjustment in any
     outstanding  Options  shall  be  made  without  change  in  the total price
     applicable  to  the  unexercised  portion  of  such  Option  and  with  a
     corresponding  adjustment  in  the  Option  Price  per share. No fractional
     shares shall be issued or optioned in making the foregoing adjustments, and
     the  number  of  shares  available  under  the Plan or the number of shares
     subject  to  any  outstanding  Options  shall  be  the next lower number of
     shares,  rounding  all  fractions  downward.

          (c)     If  any  rights or warrants to subscribe for additional shares
     are given pro rata to holders of outstanding shares of the class or classes
     of  stock  then  set aside for the Plan, each Optionee shall be entitled to
     the same rights or warrants on the same basis as holders of the outstanding
     shares  with  respect  to  such portion of his Option as is exercised on or
     prior  to  the record date for determining shareholders entitled to receive
     or  exercise  such  rights  or  warrants.

     7.2     Reorganization.  Subject  to  any  required  action  by  the
             --------------
shareholders,  if  the  Company shall be a party to any reorganization involving
merger,  consolidation, acquisition of the stock or acquisition of the assets of
the Company which does not constitute a Change of Control, the Committee, in its
discretion,  may  declare  that:

          (a)     any  Option granted but not yet exercised shall pertain to and
     apply,  with  appropriate adjustment as determined by the Committee, to the
     securities  of the resulting corporation to which a holder of the number of
     shares of the Common Stock subject to such Option would have been entitled;

          (b)     any  or all outstanding Options granted hereunder shall become
     immediately  nonforfeitable  and fully exercisable or vested (to the extent
     permitted  under  federal  or  state  securities  laws);  and/or

          (c)     any  or all Options granted hereunder shall become immediately
     nonforfeitable  and  fully  exercisable  or vested (to the extent permitted
     under  federal  or  state  securities  laws) and are to be terminated after
     giving  at least 30 days' notice to the Optionees to whom such Options have
     been  granted.

     7.3     Dissolution  and  liquidation.  If  the  Board  adopts  a  plan  of
             -----------------------------
dissolution and liquidation that is approved by the shareholders of the Company,
the Committee shall give each Optionee written notice of such event at least ten
days  prior  to its effective date, and the rights of all Optionees shall become
immediately  nonforfeitable  and  fully  exercisable  or  vested  (to the extent
permitted  under  federal  or  state  securities  laws).

     7.4     Limits on Adjustments.  Any issuance by the Company of stock of any
             ---------------------
class,  or  securities  convertible into shares of stock of any class, shall not
affect,  and  no adjustment by reason thereof shall be made with respect to, the
number  or  price of shares of the Common Stock subject to any Option, except as
specifically  provided otherwise in this Article.  The grant of Options 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, consolidate or dissolve, or to liquidate,
sell or transfer all or any part of its business or assets.  All adjustments the
Committee  makes  under  this  Article  shall  be  conclusive.


                                        9
<PAGE>
                                    ARTICLE 8
                Agreement by Optionee and Securities Registration

     8.1     Agreement.  If,  in  the  opinion  of  counsel to the Company, such
             ---------
action  is  necessary or desirable, no Options shall be granted to any Optionee,
and  no  Stock  Option  shall  be  exercisable  unless,  at the time of grant or
exercise,  as applicable, such Optionee (i) represents and warrants that he will
acquire  the  Common Stock for investment only and not for purposes of resale or
distribution,  and (ii) makes such further representations and warranties as are
deemed  necessary  or desirable by counsel to the Company with regard to holding
and  resale  of  the  Common Stock.  The Optionee shall, upon the request of the
Committee,  execute and deliver to the Company an agreement or affidavit to such
effect.  Should  the  Committee  have  reasonable  cause  to  believe  that such
Optionee  did not execute such agreement or affidavit in good faith, the Company
shall  not be bound by the grant of the Option or by the exercise of the Option.
All certificates representing shares of Common Stock issued pursuant to the Plan
shall be marked with the following restrictive legend or similar legend, if such
marking,  in  the  opinion of counsel to the Company, is necessary or desirable:

     The  shares represented by this certificate [have not been registered under
     the Securities Act of 1933, as amended, or the securities laws of any state
     and]  are  held  by  an  "affiliate"  (as  such term is defined in Rule 144
     promulgated  by the Securities and Exchange Commission under the Securities
     Act  of 1933, as amended) of the Corporation. Accordingly, these shares may
     not  be  sold,  hypothecated,  pledged  or otherwise transferred except (i)
     pursuant to an effective registration statement under the Securities Act of
     1933,  as amended, and any applicable securities laws or regulations of any
     state  with  respect to such shares, (ii) in accordance with Securities and
     Exchange Commission Rule 144, or (iii) upon the issuance to the Corporation
     of  a  favorable opinion of counsel or the submission to the Corporation of
     such  other  evidence  as  may be satisfactory to the Corporation that such
     proposed  sale,  assignment,  encumbrance  or  other transfer win not be in
     violation  of  the  Securities  Act  of 1933, as amended, or any applicable
     securities  laws  of  any state or any rules or regulations thereunder. Any
     attempted  transfer  of  this  certificate or the shares represented hereby
     which  is in violation of the preceding restrictions will not be recognized
     by  the  Corporation,  nor  will  any transferee be recognized as the owner
     thereof  by  the  Corporation.

If  the Common Stock is (A) held by an Optionee who ceases to be an "affiliate",
as  that  term  is defined in Rule 144 of the 1933 Act, and (B) registered under
the  1933  Act  and  all  applicable  state  securities  laws and regulations as
provided in Section 8.2, the Committee, in its discretion and with the advice of
counsel,  may  dispense  with or authorize the removal of the restrictive legend
set  forth  above  or  the  portion  thereof  which  is  inapplicable.

     8.2     Registration.  In the event that the Company in its sole discretion
             ------------
shall  deem  it  necessary  or  advisable to register, under the 1933 Act or any
state  securities  laws or regulations, any shares with respect to which Options
have  been granted hereunder, then the Company shall take such action at its own
expense  before  delivery  of  the  certificates  representing such shares to an
Optionee.  In such event, and if the shares of Common Stock of the Company shall
be  listed  on  any national securities exchange or on NASDAQ at the time of the
exercise  of  any  Option,  the Company shall make prompt application at its own
expense for the listing on such stock exchange or NASDAQ of the shares of Common
Stock  to  be  issued.

                                    ARTICLE 9
                                 Effective Date

     The  Plan shall be effective as of the Effective Date, and no Options shall
be granted hereunder prior to said date.  Adoption of the Plan shall be approved
by  the  shareholders of the Company at the earlier of (i) the annual meeting of
the  shareholders of the Company which immediately follows the date of the first
grant or award of Options hereunder, or (ii) 12 months after the adoption of the
Plan  by  the  Board.  Shareholder  approval  shall be made by a majority of the


                                       10
<PAGE>
votes  cast  at a duty held meeting at which a quorum representing a majority of
all  outstanding  voting  stock  is,  either  in person or by proxy, present and
entitled  to vote on the Plan, or by the written consent in lieu of a meeting of
the holders of a majority of the outstanding voting stock or such greater number
of  shares  of  voting  stock  as  may  be required by the Company's articles or
certificate  of  incorporation  and  bylaws  and  by  applicable  law; provided,
however,  such  shareholder  approval,  whether by vote or by written consent in
lieu  of a meeting, must be solicited substantially in accordance with the rules
and  regulations  in  effect  under  Section  14(a) of the 1934 Act.  Failure to
obtain  such  approval  shall  render the Plan and any Options granted hereunder
null  and  void  ab  initio.

                                   ARTICLE 10
                            Amendment and Termination

     10.1     Amendment  and  Termination By the Board.  Subject to Section 10.2
              ----------------------------------------
below,  the  Board  shall have the power at any time to add to, amend, modify or
repeal any of the provisions of the Plan, to suspend the operation of the entire
Plan or any of its provisions for any period or periods or to terminate the Plan
in  whole  or  in  part.  In  the  event of any such action, the Committee shall
prepare  written  procedures which, when approved by the Board, shall govern the
administration  of  the  Plan  resulting  from  such  addition,  amendment,
modification,  repeal,  suspension  or  termination.

     10.2     Restrictions  on  Amendment  and Termination.  Notwithstanding the
              --------------------------------------------
provisions  of Section 10.1 above, the following restrictions shall apply to the
Board's  authority  under  Section  10.1  above:

          (a)     Prohibition  Against  Adverse  Affects on Outstanding Options.
     No  addition,  amendment,  modification,  repeal, suspension or termination
     shall  adversely  affect,  in any way, the rights of the Optionees who have
     outstanding  Options  without  the  consent  of  such  Optionees;  and

          (b)     Shareholder  Approval  Required for Certain Modifications.  No
     modification  or  amendment  of  the  Plan  may  be  made without the prior
     approval  of  the  shareholders  of the Company if (i) such modification or
     amendment  would  materially increase the benefits accruing to participants
     under  the  Plan,  (ii)  such  modification  or  amendment would materially
     increase  the  number  of securities which may be issued under the Plan, or
     (iii)  such  modification  or  amendment  would  materially  modify  the
     requirements as to eligibility for participation in the Plan. The preceding
     sentence  shall  be  interpreted  in  accordance  with  the  provisions  of
     paragraph  (b)(2) of Rule 16b-3 of the 1934 Act. Shareholder approval shall
     be  made  by a majority of the votes cast at a duly held meeting at which a
     quorum  representing  a majority of all outstanding voting stock is, either
     in  person  or  by  proxy,  present and entitled to vote, or by the written
     consent  in  lieu  of  a  meeting  of  the  holders  of  a  majority of the
     outstanding  voting  stock or such greater number of shares of voting stock
     as  may  be  required  by  the  Company's  articles  or  certificate  of
     incorporation  and  bylaws  and  by applicable law; provided, however, such
     shareholder  approval,  whether  by vote or by written consent in lieu of a
     meeting,  must  be solicited substantially in accordance with the rules and
     regulations  in  effect  under Section 14(a) of the 1934 Act as required by
     paragraph  (b)(2)  of  Rule  16b-3  of  the  1934  Act.

                                   ARTICLE 11
                            Miscellaneous Provisions

     11.1     Application  of  Funds.  The proceeds received by the Company from
              ----------------------
the  sale  of  the Common Stock subject to the Options granted hereunder will be
used  for  general  corporate  purposes.


                                       11
<PAGE>
     11.2     Notices.  All  notices  or  other communications by an Optionee to
              -------
the Committee pursuant to or in connection with the Plan shall be deemed to have
been  duly  given  when  received  in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

     11.3     Term  of Plan.  Subject to the terms of Article 10, the Plan shall
              -------------
terminate  upon  the  later  of  (i)  the complete exercise or lapse of the last
outstanding  Option,  or  (ii)  the  last date upon which Options may be granted
hereunder.

     11.4     Compliance  with  Rule  16b-3.  This  Plan  is  intended  to be in
              -----------------------------
compliance  with  the requirements of Rule 16b-3 as promulgated under Section 16
of  the  1934  Act.

     11.5     Governing  Law.  The  Plan  shall  be governed by and construed in
              --------------
accordance  with  the  laws  of  the  State  of  Georgia.

     11.6     Additional  Provisions  By  Committee.  The  Option  Agreements
              -------------------------------------
authorized  under the Plan may contain such other previsions, including, without
limitation,  restrictions upon the exercise of an Option, as the Committee shall
deem  advisable.

     11.7     Plan  Document Controls.  In the event of any conflict between the
              -----------------------
provisions  of  an  Option  Agreement  and  the  Plan,  the  Plan shall control.

     11.8     Gender  and  Number.  Wherever  applicable,  the masculine pronoun
              -------------------
shall  include  the feminine pronoun, and the singular shall include the plural.

     11.9     Headings.  The titles in this Plan are inserted for convenience of
              --------
reference;  they  constitute no part of the Plan and are not to be considered in
the  construction  hereof.

     11.10     Legal  References.  Any references in this Plan to a provision of
               -----------------
law  which is, subsequent to the Effective Date of this Plan, revised, modified,
finalized  or  redesignated,  shall  automatically be deemed a reference to such
revised,  modified,  finalized  or  redesignated  provision  of  law.

     11.11     No Rights to Perform Services.  Nothing contained in the Plan, or
               -----------------------------
any  modification  thereof, shall be construed to give any individual any rights
to  perform  services for the Company or any parent or subsidiary corporation of
the  Company.

     11.12     Unfunded  Arrangement.  The  Plan shall not be funded, and except
               ---------------------
for reserving a sufficient number of authorized shares to the extent required by
law  to  meet the requirements of the Plan, the Company shall not be required to
establish  any  special  or  separate  fund  or to make any other segregation of
assets  to  assure  the  payment  of  any  grant  under  the  Plan.


     ADOPTED  BY  BOARD  OF  DIRECTORS  ON  FEBRUARY  17,1994

     APPROVED  BY  SHAREHOLDERS  AS  OF  APRIL  20,1994

     AMENDED  BY  BOARD  OF  DIRECTORS  ON  SEPTEMBER  18,1997


                                       12
<PAGE>
</TEXT>
</DOCUMENT>
