PRG SCHULTZ INTERNATIONAL INC
AMENDED HSA-TEXAS STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>g77452exv10w4.txt
<DESCRIPTION>AMENDED HSA-TEXAS STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

        PRG-SCHULTZ INTERNATIONAL, INC. HSA ACQUISITION STOCK OPTION PLAN

                                     PURPOSE

         The purpose of this PRG-Schultz HSA Acquisition Stock Option Plan (the
"Plan") is to enable PRG-Schultz International, Inc. (the "Company") to attract
and retain former key employees of Howard Schultz & Associates International,
Inc. ("HSA") who were hired in connection with the Company's acquisition of the
assets of HSA ("HSA Acquisition") and to provide such persons with a proprietary
interest in the Company through the granting of Nonqualified Stock Options.

         This Plan is intended to operate as a successor plan to the 1999 Howard
Schultz & Associates International Stock Option Plan (the "Former Plan").

                                    ARTICLE I
                                   DEFINITIONS

         For the purpose of this Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:

         "BOARD" means the board of directors of the Company.

         "CAUSE" means any one or more of the following: (i) willful
noncompliance with the Company's regulations or instructions; (ii) serious
violations of law; (iii) illegal use of drugs or substance abuse during the
Participant's employment or during the term of the Participant's contract that
impairs the Participant's performance, that causes harm to the Company or that,
in the reasonable judgment of the Company, has damaged or interfered with the
Company's relationships with its customers, suppliers, employees or other
agents; (iv) commission of a material act of fraud, illegality, theft or
dishonesty relating to the Company's assets, products, supplies, activities,
operations or employees; (v) engaging in sexual harassment or other unlawful
discrimination in employment; (vi) breach of a duty of loyalty to the Company or
any of its affiliates or subsidiaries; (vii) disclosure of confidential
information; (viii) breach of a covenant not to compete; or (ix) engaging in any
other deliberate conduct considered detrimental to the interests of the Company
or its employees.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITTEE" shall have the meaning set forth in Article II hereof.

         "COMMON STOCK" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.


<PAGE>

         "COMPANY" means The Profit Recovery Group International, Inc., a
corporation organized under the laws of the State of Georgia, or any successor
corporation.

         "DATE OF GRANT" means the effective date on which a Stock Option is
awarded to a Participant as set forth in the Stock Option Agreement.

         "DISABILITY" means total and permanent disability as defined in Section
22(e) of the Code.

         "FAIR MARKET VALUE" means, for purposes of determining the exercise
price for a Stock Option or SAR granted hereunder, as of any given date:

                           (i)      if the Common Stock is listed on an
                  established stock exchange or exchanges, or traded on the
                  Nasdaq National Market System ("Nasdaq/NMS") the closing price
                  of the Common Stock as listed thereon on the applicable day,
                  or if no sale of Common Stock has been made on any exchange on
                  that date, on the next preceding day on which there was a sale
                  of Common Stock;

                           (ii)     if the Common 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 Common Stock in the over-the-counter market on
                  the applicable day, as reported by the National Association of
                  Securities Dealers, Inc.;

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

         "FORMER PLAN" means the 1999 Howard Schultz & Associates International
Stock Option Plan.

         "HSA" shall mean Howard Schultz & Associates International, Inc., a
Texas Corporation.

         "HSA ACQUISITION" shall mean the purchase of substantially all of the
assets of HSA by the Company pursuant to that certain Agreement and Plan of
Reorganization dated as of August 3, 2001 among the Company, HSA, Howard
Schultz, Andrea H. Schultz and certain trusts, as amended by the Amended and
Restated Agreement and Plan of Reorganization dated as of December 11, 2001.

         "1934 ACT" means the Securities Exchange Act of 1934.

         "PARTICIPANT" means any employee of the Company or any Subsidiary of
the Company who is a recipient of a Stock Option.


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<PAGE>

         "PLAN" means The Profit Recovery Group International, Inc. HSA
Acquisition Stock Option Plan, as it may be amended from time to time.

         "RETIREMENT" shall mean retirement from employment with the Company,
its Subsidiaries or their successors or assigns at age sixty-five (65) or older
with the consent of the Company.

         "SERVICES AGREEMENT" means any employment agreement or contract for
services entered into between the Company and a Participant.

         "SPREAD" shall have the meaning set forth in Article XI hereof.

         "STOCK DIVIDEND" means a dividend or other distribution declared on the
shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities convertible into or exchangeable for capital stock of the Company or
any Subsidiary of the Company, or (iv) any capital stock received upon the
exercise, or with respect to, the foregoing.

         "STOCK OPTION" shall mean an option to purchase shares of Common Stock
granted to a Participant pursuant to the Former Plan and assumed by the Company
in the HSA Acquisition, as amended to reflect the effects of the HSA
Acquisition. The Stock Options are not intended to qualify as incentive stock
options under Section 422 of the Code.

         "STOCK OPTION AGREEMENT" means a written agreement between HSA and a
Participant that sets forth the terms, conditions and limitations applicable to
a Stock Option, as assumed by the Company and amended in connection with the HSA
Acquisition.

         "SUBSIDIARY" means any corporation in an unbroken chain of corporations
beginning with the Company if, at the time of granting of the Stock Option, each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain, and "Subsidiaries" means
more than one of any such corporations.

         "TERMINATION" or "TERMINATION OF SERVICE" occurs when a Participant who
is an employee of the Company or any Subsidiary shall cease to serve as an
employee of the Company and all of its Subsidiaries, for any reason, or when the
contract between a Participant who is an independent contractor and the Company
or any Subsidiary expires or is terminated for any reason.


                                        3
<PAGE>

                                   ARTICLE II
                                 ADMINISTRATION

         Subject to the terms of this Article II, the Plan shall be administered
by the Board or such committee of the Board as is designated by the Board to
administer the Plan (the "Committee"). The Committee shall consist of at least
two members. Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board. Any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board.

         The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. A majority of the Committee shall constitute
a quorum, and the act of a majority of the members of the Committee present at a
meeting at which a quorum is present shall be the act of the Committee. Subject
to the terms hereof, the Committee shall have exclusive power to:

         (a)      Determine the particular key employees of the Company to whom
                  Stock Options have been validly granted;

         (b)      Determine the number of shares of Common Stock subject to
                  issuance pursuant to any Stock Option award, and all of the
                  terms, conditions, restrictions and limitations, if any, of an
                  award of Stock Options, including the time and conditions of
                  exercise or vesting;

         (c)      Accelerate the vesting or exercise of any Stock Options when
                  such actions would be in the best interests of the Company;

         (d)      Interpret the Plan, prescribe, amend, and rescind any rules
                  and regulations necessary or appropriate for the
                  administration of the Plan; and

         (e)      Make such other determinations and take such other action as
                  it deems necessary or advisable in connection with the
                  foregoing.

         The Committee shall have full authority and responsibility to
administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any Stock Options issued under it and to adopt such
rules and regulations for administering the Plan as it may deem necessary.
Except as provided below, any interpretation, determination, or other action
made or taken by the Committee shall be final, binding, and conclusive on all
interested parties, including the Company and all Participants. The Committee
may delegate to the President of the Company and to other senior officers of the
Company its duties under this Plan pursuant to such conditions or limitations as
the Committee may establish. In the event that the Board does not appoint a
Committee, then the Board shall administer this Plan, and unless and until a
Committee is so appointed, all references in this Plan to the "Committee" shall
be construed to mean, except where the context otherwise requires, the Board.


                                        4
<PAGE>

                                   ARTICLE III
                           SHARES SUBJECT TO THE PLAN

         Subject to the provisions of Articles X and XI of the Plan, the maximum
number of shares of Common Stock issuable pursuant to the exercise of Stock
Options granted under the Plan shall be 1,083,846 shares of Common Stock. The
Board and the appropriate officers of the Company shall from time to time take
whatever actions are necessary to execute, acknowledge, file and deliver any
documents required to be filed with or delivered to any governmental authority
or any stock exchange or transaction reporting system on which shares of Common
Stock are listed or quoted in order to make shares of Common Stock available for
issuance pursuant to this Plan. Shares to be distributed and sold may be made
available from either authorized but unissued Common Stock or Common Stock held
by the Company in its treasury.

                                   ARTICLE IV
                                  STOCK OPTIONS

         4.1      Eligibility. Participation in this plan shall be limited to
Participants in the Former Plan who were hired by the Company in connection with
the HSA Acquisition.

         4.2      Grant of Stock Options. All Stock Options under this Plan were
awarded under the Former Plan and assumed by the Company in the HSA Acquisition.
Each grant of Stock Options was evidenced by a Stock Option Agreement setting
forth the total number of shares subject to the Stock Option, the option
exercise price, and the term of the Stock Option. Each of the original Stock
Option Agreements shall be amended and supplemented by a letter from the Company
specifying the revised terms in accordance with the HSA Acquisition. The Company
shall execute amendments or supplements to Stock Option Agreements upon
instructions from the Committee.

         4.3      Exercise Price. The exercise price for a Stock Option shall be
determined by the Board or the Committee, consistent with the terms of the HSA
Acquisition. Notwithstanding anything to the contrary contained in this Section
4.3, the exercise price of each Stock Option granted pursuant to the Plan shall
not be less than the par value per share of the Common Stock. Further, other
than pursuant to Article X(ii), in no event shall any Stock Option issued under
the Plan be repriced by:

                  (i)      lowering the exercise price of that Option; or

                  (ii)     canceling that Option and subsequently granting a
                           replacement or regranted Option with a lower exercise
                           price, to the extent that such cancellation,
                           replacement or regrant would fall within the
                           definition of "repriced" contained in Item 402(i) of
                           Regulation S-K promulgated under the Securities Act
                           of 1933, such definition to be applied to grants to
                           all persons, not just "named executive officers" as
                           that term is defined in Item 402(a)(3) of Regulation
                           S-K.


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<PAGE>

         4.4      Option Period. The option period will begin on the date of the
closing of the HSA Acquisition and terminate on the date that is the earlier of
the expiration date specified in the Stock Option Agreement or five years from
the date of such closing, as specified by the Committee. No Stock Option granted
under the Plan may be exercised at any time after the expiration of its option
period. The Committee may provide for the vesting and exercise of Stock Options
in installments and upon such terms, conditions and restrictions as it may
determine. In addition to the provisions contained elsewhere herein concerning
automatic acceleration of unmatured installments of Stock Options, the Committee
shall have the right to accelerate the time at which any Stock Option granted to
a Participant shall become vested or exercisable.

                                    ARTICLE V
                   EXERCISE OF STOCK OPTIONS; RESTRICTED STOCK

         5.1      Exercise of Options.

                  (a)      Options granted to Participants shall be exercisable
                           in accordance with the terms of the applicable Stock
                           Option Agreement, as amended.

                  (b)      A Stock Option may be exercised solely by the
                           Participant during his lifetime, by the Participant's
                           guardian if the Participant is incapacitated as a
                           result of a Disability, or after the Participant's
                           death by the person or persons entitled thereto under
                           his will or the laws of descent and distribution. In
                           the event that such a person exercises a Stock
                           Option, all rights, responsibilities, conditions,
                           limitations or restrictions that would be applicable
                           to the Participant shall be applicable to the person
                           exercising the Stock Option.

                  (c)      The purchase price of the shares as to which a Stock
                           Option is exercised shall be paid in full at the time
                           of the exercise. The full purchase price of shares
                           purchased shall be paid upon exercise of the Stock
                           Option in cash, by the use of the proceeds to be
                           received from the sale of Common Stock issuable
                           pursuant to a Stock Option, or any other lawful
                           consideration therefor (including shares of Common
                           Stock previously owned by the Participants), as the
                           Committee may approve or authorize, in the amount of
                           the full purchase price of the shares purchased.

                  (d)      No holder of a Stock Option shall be, or have any of
                           the rights or privileges of, a shareholder of the
                           Company in respect of any shares subject to any Stock
                           Option unless and until certificates evidencing such
                           shares shall have been issued by the Company to such
                           holder.


                                        6
<PAGE>

                                   ARTICLE VI
                             TERMINATION OF SERVICE

         Upon the Termination of Service of a Participant for any reason, the
specific Stock Option Agreement shall govern the treatment of any unexercised
Stock Options. In the event of such a Termination, the Committee may, in its
discretion, provide for the extension of the exercisability of a Stock Option
for any period that is not beyond the applicable expiration date thereof,
accelerate the vesting or exercisability of a Stock Option, eliminate or make
less restrictive any restrictions contained in a Stock Option, waive any
restriction or other provision of this Plan or a Stock Option or otherwise amend
or modify the Stock Option in any manner that is either (a) not adverse to such
Participant or (b) consented to by such Participant.

         Except as otherwise set forth above, a Participant's right to exercise
his or her Stock Options is subject to the following:

                  (a)      Termination for Cause. In the event of Termination of
Service of a Participant by the Company for Cause, all of the Participant's
outstanding Stock Options, whether or not vested, shall be forfeited and
immediately terminate.

                  (b)      Other Termination of Employment. In the event of a
Termination of Service of a Participant for any reason other than for Cause,
then the Stock Option, and all unexercised Common Stock granted to the
Participant thereunder (whether or not vested) will terminate and be forfeited
at the first of the following to occur:

                           (i)      5 p.m. on the date which is twelve months
         following the Participant's Termination of Service due to death or
         Disability;

                           (ii)     5 p.m. on the date which is ninety days
         following the Participant's Retirement or following the Participant's
         involuntary Termination of Service without Cause;

                           (iii)    5 p.m. on the day prior to the date of the
         Participant's voluntary Termination, other than Termination of Service
         for death, Disability, or Retirement; or

                           (iv)     5 p.m. on the date prior to the date the
         Participant violates any covenant not to compete or confidentiality
         agreement set forth in the Participant's Stock Option Agreement.

                  The provisions of (a) and (b) and will supersede any contrary
provisions contained in any Stock Option Agreement.


                                        7
<PAGE>

                                   ARTICLE VII
                           AMENDMENT OR DISCONTINUANCE

         Subject to the limitations set forth in this Article VII, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
except that the provisions of Section 4.3 requiring prior shareholder approval
for the repricing of Stock Options may not be amended without the approval of
the Company's shareholders. In the event of any amendment to the Plan, the
holder of any Stock Option outstanding under the Plan shall, upon request of the
Committee and as a condition to the exercisability thereof, execute a conforming
amendment in the form prescribed by the Committee to any Stock Option Agreement
relating thereto within such reasonable time as the Committee shall specify in
such request. Notwithstanding anything contained in this Plan to the contrary,
unless required by law, no action contemplated or permitted by this Article VII
shall adversely affect any rights of Participants or obligations of the Company
to Participants with respect to any Stock Options theretofore granted under the
Plan without the consent of the affected Participant.

                                  ARTICLE VIII
                               EFFECT OF THE PLAN

         Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any employee or independent contractor any
right to be granted a Stock Option or to purchase or receive Common Stock of the
Company or any other rights except as may be evidenced by a Stock Option
Agreement, or any amendment thereto, duly authorized by and executed on behalf
of the Company and then only to the extent of and upon and subject to the terms
and conditions expressly set forth therein.

                                   ARTICLE IX
                                      TERM

         Unless sooner terminated by action of the Board, the Plan will
terminate on the 24th day of January, 2007. Stock Options under the Plan may not
be granted after that date, but Stock Options granted before that date will
continue to be effective in accordance with their terms and conditions.

                                    ARTICLE X
                               CAPITAL ADJUSTMENTS

         If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a Stock
Dividend or through any recapitalization resulting in a stock split-up,
combination, or exchange of shares of Common Stock, then and in such event:


                                        8
<PAGE>

         (i)      An appropriate adjustment shall be made in the maximum number
                  of shares of Common Stock then subject to being awarded under
                  grants pursuant to the Plan, to the end that the same
                  proportion of the Company's issued and outstanding shares of
                  Common Stock shall continue to be subject to being so awarded;
                  and

         (ii)     Appropriate adjustments shall be made in the number of shares
                  of Common Stock and the exercise price per share thereof then
                  subject to purchase pursuant to each such Stock Option
                  previously granted and unexercised, to the end that the same
                  proportion of the Company's issued and outstanding shares of
                  Common Stock in each instance shall remain subject to purchase
                  at the same aggregate exercise price.

         Any fractional shares resulting from any adjustment made pursuant to
this Article X shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.

                                   ARTICLE XI
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

         (a)      The existence of this Plan and Stock Options granted hereunder
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stocks ranking prior to or otherwise
affecting the Common Stock or the rights thereof (or any rights, options or
warrants to purchase same), or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

         (b)      Subject to any required action by the stockholders, if the
Company shall be the surviving or resulting corporation in any merger or
consolidation, any outstanding Stock Option granted hereunder shall pertain to
and apply to the securities or rights (including cash, property or assets) to
which a holder of the number of shares of Common Stock subject to the Stock
Option would have been entitled.

         (c)      In the event of any reorganization, merger or consolidation
pursuant to which the Company is not the surviving or resulting corporation, or
of any proposed sale of substantially all of the assets of the Company, there
may be substituted for each share of Common Stock subject to the unexercised
portions of such outstanding Stock Option that number of shares of each class of
stock or other securities or that amount of cash, property or assets of the
surviving or


                                        9
<PAGE>

consolidated company which were distributed or distributable to the stockholders
of the Company in respect of each share of Common Stock held by them, such
outstanding Stock Options to be thereafter exercisable for such stock,
securities, cash or property in accordance with their terms. Notwithstanding the
foregoing, however, the Board, in its sole discretion, may cancel any portion or
all of such Stock Options as of the effective date of any such reorganization,
merger or consolidation, or of any such proposed sale of substantially all of
the assets of the Company, or of any dissolution or liquidation of the Company,
and, with respect to any such Stock Options that are cancelled, either:

                  (i)      give notice to each holder thereof or his personal
                           representative of its intention to cancel such Stock
                           Options and permit the purchase during the thirty
                           (30) day period next preceding such effective date of
                           any or all of the shares subject to such outstanding
                           Stock Options, including shares as to which such
                           Stock Options would not otherwise be exercisable; or

                  (ii)     pay the holder thereof an amount equal to a
                           reasonable estimate of an amount (hereinafter the
                           "Spread") equal to the difference between the net
                           amount per share payable in such transaction or as a
                           result of such transaction, less the exercise price
                           of such Stock Options. In estimating the Spread,
                           appropriate adjustments to give effect to the
                           existence of the Stock Options shall be made, such as
                           deeming the Stock Options to have been exercised,
                           with the Company receiving the exercise price payable
                           thereunder, and treating the shares receivable upon
                           exercise of the Stock Options as being outstanding in
                           determining the net amount per share. In cases where
                           the proposed transaction consists of the acquisition
                           of assets of the Company, the net amount per share
                           shall be calculated on the basis of the net amount
                           receivable with respect to shares of Common Stock
                           upon a distribution and liquidation by the Company
                           after giving effect to expenses and charges,
                           including but not limited to taxes, payable by the
                           Company before such liquidation could be completed.

         (d)      [INTENTIONALLY OMITTED]

         (e)      Notwithstanding sub-Section (c) above of this Article XI, in
case the Company shall, at any time while any Stock Option under this Plan shall
be in force and remain unexpired, (i) sell all or substantially all of its
property or (ii) dissolve, liquidate, or wind up its affairs, then, provided
that the Board so determines in its sole discretion, each Participant may
thereafter receive upon exercise hereof (in lieu of each share of Common Stock
of the Company which such Participant would have been entitled to receive) the
same kind and amount of any securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation, or
winding up with respect to each share of Common Stock of the Company. In the
event that the Company shall, at any time prior to the expiration of any Stock
Option, make any partial distribution of its assets in the nature of a partial
liquidation, whether payable in cash or in kind (but excluding the distribution
of a cash dividend payable out of retained earnings or earned


                                       10
<PAGE>

surplus and designated as such), then in such event the exercise prices then in
effect with respect to each option shall be reduced, as of the payment date of
such distribution, in proportion to the percentage reduction in the tangible
book value of the shares of the Company's Common Stock (determined in accordance
with generally accepted accounting principles) resulting by reason of such
distribution; provided, that in no event shall any adjustment of exercise prices
in accordance with the terms of the Plan result in any exercise prices being
reduced below the par value per share of the Common Stock.

         (f)      Upon the occurrence of each event requiring an adjustment of
the exercise price and/or the number of shares purchasable pursuant to Stock
Options granted pursuant to the terms of this Plan, the Company shall mail
forthwith to each Participant a copy of its computation of such adjustment which
shall be conclusive and shall be binding upon each such Participant, except as
to any Participant who contests such computation by written notice to the
Company within thirty (30) days after receipt thereof by such Participant.

                                   ARTICLE XII

         [INTENTIONALLY OMITTED]

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         13.1     Exercise of Stock Options. Stock Options granted under the
Plan may be exercised during the option period, at such times and in such
amounts, in accordance with the terms and conditions and subject to such
restrictions as are set forth herein and in the applicable Stock Option
Agreements. Notwithstanding anything to the contrary contained herein, Stock
Options may not be exercised, nor may shares be issued pursuant to a Stock
Option, if any necessary listing of the shares on a stock exchange or any
registration under state or federal securities laws required under the
circumstances has not been accomplished.

         13.2     Assignability. Except as otherwise provided herein or as
provided in the Stock Option Agreement, no Stock Option granted under this Plan
shall be assignable or otherwise transferable by the Participant (or his or her
authorized legal representative) during the Participant's lifetime and, after
the death of the Participant, other than by will or the laws of descent and
distribution; and any attempted assignment or transfer in violation of this
Section 13.2 shall be null and void. Upon the Participant's death, the personal
representative or other person entitled to succeed to the rights of the
Participant (the "Successor Participant") may exercise such rights. A Successor
Participant must furnish proof satisfactory to the Company of his or her right
to exercise the Stock Option under the Participant's will or under the
applicable laws of descent and distribution.

         13.3     Investment Intent. The Company may require that there be
presented to and filed with it by any Participant(s) under the Plan, such
evidence as it may deem necessary to establish


                                       11
<PAGE>

that the Stock Options granted or the shares of Common Stock to be purchased or
transferred are being acquired for investment purposes and not with a view to
their distribution.

         13.4     No Right to Continue Employment. This Plan does not constitute
a contract of employment. Nothing in the Plan or in any Stock Option confers
upon any employee the right to continue in the employ of the Company or
interferes with or restricts in any way the right of the Company to discharge
any employee at any time (subject to any contract rights of such employee).

         13.5     Tax Requirements. Any Participant who exercises any Stock
Option shall be required to pay the Company the amount of all taxes which the
Company is required to withhold as a result of the exercise of the Stock Option.
With respect to the exercise of a Stock Option by any Participant, such
Participant's obligation to pay such taxes may be satisfied by the following, or
any combination thereof (i) the delivery of cash to the Company in an amount
necessary to satisfy the required tax withholding obligation of the Company
and/or (ii) the actual delivery by the exercising Participant to the Company of
shares of Common Stock which the Participant owns and/or the Company's
withholding of a number of shares to be delivered upon the exercise of the Stock
Option), which shares so delivered or withheld have an aggregate Fair Market
Value which equals or exceeds (if necessary to avoid the issuance of fractional
shares) the required tax withholding payment. Any such withholding payments with
respect to the exercise of a Stock Option made by a Participant in cash or by
actual delivery of shares of Common Stock shall be required to be made within
thirty (30) days after the delivery to the Participant of any certificate
representing the shares of Common Stock acquired upon exercise of the Stock
Option.

         13.6     Indemnification of Board and Committee. No current or previous
member of the Board or the Committee, nor any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all such members of the Board or the Committee and each
and any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such individuals may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise.

         13.7     Restrictions. This Plan, and the granting and exercise of
Stock Options hereunder, and the obligation of the Company to sell and deliver
Common Stock under such Stock Options, shall be subject to all applicable
foreign and United States laws, rules and regulations, and to such approvals on
the part of any governmental agencies or stock exchanges or transaction
reporting systems as may be required. No Common Stock or other form of payment
shall be issued with respect to any Stock Option unless the Company shall be
satisfied based on the advice of its counsel that such issuance will be in
compliance with applicable federal and state securities laws and the
requirements of any regulatory authority having jurisdiction over the securities
of the Company. Unless the Stock Options and Common Stock covered by this Plan
have been registered under the Securities Act of 1933, as amended, each


                                       12
<PAGE>

person exercising a Stock Option under this Plan may be required by the Company
to give a representation in writing in form and substance satisfactory to the
Company to the effect that he is acquiring such shares for his own account for
investment and not with a view to, or for sale in connection with, the
distribution of such shares or any part thereof. If any provision of this Plan
is found not to be in compliance with such rules, such provision shall be null
and void to the extent required to permit this Plan to comply with such rules.
Certificates evidencing shares of Common Stock delivered under this Plan may be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed or quoted, and any
applicable federal, foreign and state securities law. The Committee may cause a
legend or legends to be placed upon any such certificates to make appropriate
reference to such restrictions.

         13.8     Gender and Number. Where the context permits, words in the
masculine gender shall include the feminine and neuter genders, the plural form
of a word shall include the singular form, and the singular form of a word shall
include the plural form.

         13.9     Governing Law. The Plan, all awards granted under the Plan and
actions taken thereunder shall be governed by and construed in accordance with
the laws of the State of Georgia.

                                   ARTICLE XV
                                 EFFECTIVE DATE

         The effective date of the Plan shall be January 24, 2002. The Plan will
continue in effect until the expiration of its term or until earlier terminated,
amended, or suspended in accordance with the terms hereof.

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