GLOBAL PREFERRED HOLDINGS INC
FORM OF STOCK OPTION GRANT CERTIFICATE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g74391ex10-2.txt
<DESCRIPTION>FORM OF STOCK OPTION GRANT CERTIFICATE
<TEXT>
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                                                                   EXHIBIT 10.2


[FRONT OF CERTIFICATE]

                        GLOBAL PREFERRED HOLDINGS, INC.
                         STOCK OPTION GRANT CERTIFICATE

Global Preferred Holdings, Inc., a Delaware corporation (the "Company"), hereby
grants to the optionee named below ("Optionee") an option (this "Option") to
purchase the total number of shares shown below of Common Stock of the Company
("Shares") at the exercise price per share set forth below (the "Exercise
Price"), subject to all of the terms and conditions on the reverse side of this
Stock Option Grant Certificate. The terms and conditions set forth on the
reverse side hereof are incorporated herein by reference. The terms hereof
shall be interpreted as though this Option was granted pursuant to the Global
Preferred Holdings, Inc. Directors Stock Option Plan (the "Plan"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Plan. The Optionee shall be considered an "eligible
Director" under the Plan for the purpose of interpretation of this Stock Option
Grant Certificate.

Shares Subject to Option:  100,000

Exercise Price Per Share:

Term of Option:  FIVE (5) YEARS

Vesting:
Shares subject to issuance under this Option shall be eligible for exercise
immediately as of the Grant Date shown hereon.

IN WITNESS WHEREOF, this Stock Option Grant Certificate has been executed by
the Company by a duly authorized officer as of the date specified hereon.

GLOBAL PREFERRED HOLDINGS, INC.


By:
   ----------------------------------------------

   Grant Date:

   Type of Stock Option:

          Incentive Stock Option (ISO)
   ------

   X  Non-Qualified Stock Option (NQSO)

Optionee hereby accepts this Option subject to all the terms and conditions of
this Stock Option Grant Certificate. Optionee acknowledges that there may be
adverse tax consequences upon exercise of this Option or disposition of Shares
purchased by exercise of this Option, and that Optionee should consult a tax
adviser prior to such exercise or disposition.


/s/ S. Hubert Humphrey, Jr.
----------------------------------------
S. HUBERT HUMPHREY, JR.


                                      -1-
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[BACK OF CERTIFICATE]

1.       EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of this
Stock Option Grant Certificate, and unless otherwise modified in writing signed
by the Company and Optionee, this Option may be exercised with respect to all
of the Shares subject to this Option prior to the date which is the last day of
the Term set forth on the face hereof following the Grant Date (hereinafter
"Expiration Date").

2.       RESTRICTIONS ON EXERCISE. This Option may not be exercised, unless
such exercise is in compliance with the Securities Act of 1933 and all
applicable state securities laws, as they are in effect on the date of
exercise, and the requirements of any stock exchange or national market system
on which the Company's Shares may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or
list the Shares subject to this Option with the Securities and Exchange
Commission ("SEC"), any state securities commission or any stock exchange to
effect such compliance.

3.       TERMINATION OF OPTION. This Option shall terminate, if not sooner
exercised, five (5) years from the date hereof.

4.       MANNER OF EXERCISE.

         (a)      Exercise Agreement. This Option shall be exercisable by
delivery to the Company of an executed Exercise Agreement in such form as may
be approved or accepted by the Company, which shall set forth Optionee's
election to exercise this Option with respect to some or all of the Shares
subject to this Option, the number of Shares subject to this Option being
purchased, any restrictions imposed on the Shares subject to this Option, and
such other representations and agreements as may be required by the Company to
comply with applicable securities laws. The Company may modify the required
Exercise Agreement at any time for any reason.

         (b)      Exercise Price. Such Exercise Agreement shall be accompanied
by full payment of the Exercise Price for the Shares being purchased. Payment
for the Shares being purchased may be made in U.S. dollars in cash (by check),
or by delivery to the Company of a number of Shares which have been owned and
completely paid for by the holder for at least six (6) months prior to the date
of exercise (i.e., "mature shares" for accounting purposes) having an aggregate
fair market value equal to the amount to be tendered, or a combination thereof.
In addition, this Option may be exercised through a brokerage transaction
following registration of the Shares under Section 12 of the Securities
Exchange Act of 1934 as permitted under the provisions of Regulation T
promulgated by the Federal Reserve Board applicable to cashless exercises.

         (c)      Withholding Taxes. In accordance with Section 13.3 of the
Plan, prior to the issuance of Shares upon exercise of this Option, Optionee
must pay, or make adequate provision for, any applicable federal or state
withholding obligations of the Company. Optionee may, with the Company's
approval, provide for payment of withholding taxes upon exercise of the Option
by requesting that the Company retain Shares with a Fair Market Value equal to
the minimum amount of taxes required to be withheld. In such case, the Company
shall issue the net number of Shares to Optionee by deducting the Shares
retained from the Shares exercised. The withholding of Shares to satisfy
federal, state and local tax requirements shall be a subsequent transaction
meeting the requirements of an exemption under Rule 16b-3 promulgated under the
Exchange Act.

         (d)      Issuance of Shares. Provided that such Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall cause the Shares purchased to be issued in the name of Optionee
or Optionee's legal representative. Optionee shall not be considered a
Stockholder until such time as Shares have been issued as noted on the books of
the Company.

5.       ADJUSTMENT OF SHARES SUBJECT TO OPTION. The number of Shares subject
to this Option and the Exercise Price shall be adjusted by the Company in an
equitable manner to reflect any change in the capitalization of the Company.
Furthermore, the Company shall have the right to adjust the number of Shares
subject to this Option and the Exercise Price in the event of any merger,
consolidation, reorganization or liquidation of the Company which provides for
the substitution or assumption of such Option. If any adjustment under this
Section creates a fractional Share or a right to acquire a fractional Share,
such fractional Share shall be disregarded, and the number of Shares subject to
this Option shall be the next lower number of Shares, rounding all fractions
downward. An adjustment made under this Section by the Company shall be
conclusive and binding on all affected persons.


                                      -2-
<PAGE>


6.       CHANGE IN CONTROL OF THE COMPANY. If a Change in Control occurs, and
the agreements effectuating the Change in Control do not provide for the
assumption or substitution of the Option, the Committee may take any or all of
the actions provided for in Section 11 of the Plan.

7.       NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner, other than by will or by the laws of descent and distribution, or
to the extent otherwise allowed by the Plan, and may be exercised during
Optionee's lifetime only by Optionee. The terms of this Option shall be binding
upon the executor, administrators, successors and assigns of Optionee.

8.       TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT THE GRANT AND EXERCISE OF
THIS OPTION, AND THE SALE OF SHARES OBTAINED THROUGH THE EXERCISE OF THIS
OPTION, MAY HAVE TAX IMPLICATIONS THAT COULD RESULT IN ADVERSE TAX CONSEQUENCES
TO OPTIONEE. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH, OR WILL
CONSULT WITH, HIS OR HER TAX ADVISOR; OPTIONEE FURTHER ACKNOWLEDGES THAT
OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE;
AND IT IS SPECIFICALLY UNDERSTOOD BY THE OPTIONEE THAT NO REPRESENTATIONS ARE
MADE AS TO ANY PARTICULAR TAX TREATMENT WITH RESPECT TO THE OPTION.

9.       INTERPRETATION. Any dispute regarding the interpretation of this Stock
Option Grant Certificate shall be submitted to the Board of Directors or the
Committee, which shall review such dispute in accordance with the Plan. The
resolution of such a dispute by the Board of Directors or the Committee shall
be final and binding on the Company and Optionee.

10.      ENTIRE AGREEMENT AND OTHER MATTERS. The Exercise Agreement and
referenced sections of the Plan are incorporated herein by this reference.
Optionee acknowledges and agrees that the granting of this Option constitutes a
full accord, satisfaction and release of all obligations or commitments made to
Optionee by the Company or any of its officers, directors, stockholders or
affiliates with respect to the issuance of any securities, or rights to acquire
securities, of the Company or any of its affiliates. This Stock Option Grant
Certificate and the Exercise Agreement constitute the entire agreement of the
parties hereto, and supersede all prior undertakings and agreements with
respect to the subject matter hereof. This Stock Option Grant Certificate and
the underlying Option are void ab initio unless this Certificate has been
executed by the Optionee and the Optionee has agreed to all terms and
provisions hereof.

12.      ENTIRE AGREEMENT. This Certificate constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior undertakings and agreements with respect to the subject matter hereof.

13.      AMENDMENT AND TERMINATION. The Option shall not be modified, amended
or cancelled unless the Optionee and Company consents in writing to such
modification, amendment or cancellation.

14.      CONSTRUCTION. This Certificate shall be construed under the laws of
the State of Georgia. If any term or provision hereof shall be held invalid or
unenforceable, the remaining terms and provisions hereof shall continue in full
force and effect.


                                      -3-

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