EXHIBIT 10.13

                             BEAZER HOMES USA, INC.

                            1999 STOCK INCENTIVE PLAN

SECTION 1. - ESTABLISHMENT AND PURPOSES

         Beazer Homes USA, Inc. hereby establishes the Beazer Homes USA, Inc.
1999 Stock Incentive Plan (the "Plan").

         The purposes of the Plan are to promote the interests of Beazer
Homes USA, Inc. (the "Company") and its Shareholders by aiding the Company in
attracting and retaining management personnel capable of assuring the future
success of the Company, to offer such personnel incentives to put forth
maximum efforts for the success of the Company's business and to afford such
personnel an opportunity to acquire a proprietary interest in the Company.

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SECTION 2. - DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
forth below:

         2.1 "Affiliate" shall mean (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the Company
and (ii) any entity in which the Company has a significant equity interest,
in each case as determined by the Committee.

         2.2 "Award" shall mean an Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.

         2.3 "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

         2.4 "Board" shall mean the Board of Directors of the Company

         2.5 "Change in Control" shall mean: (i)the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding Shares the ("Outstanding Shares") or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of Directors (the "Outstanding Voting
Securities"); PROVIDED, HOWEVER, that for purposes of this paragraph (i), the
following acquisitions shall not constitute a Change of Control; (1) any
acquisition directly from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company or
(4) any acquisition by any corporation pursuant to a


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transaction which complies with clauses (A), (B) and (C) of subsection (iii)
of this Section 2.5; or

                  (ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; PROVIDED, HOWEVER, that any individual becoming a
Director subsequent to the date hereof whose election, or nomination for
election by the Shareholders, was approved by a vote of at least a majority
of the Directors then comprising the Incumbent Board shall be considered as
though such individual was a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or an behalf of a Person other than
the Board; or

                  (iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Shares and the Outstanding Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then Outstanding Shares and the combined voting
power of the then Outstanding Voting Securities entitled to vote generally in
the election of Directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of


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the Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities as the case may be, (B) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

                  (iv) Approval by the Shareholders of a complete liquidation
or dissolution of the Company.

         2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time and any regulations promulgated thereunder.

         2.7 "Committee" shall mean the Stock Option and Incentive Committee
or any other Committee of the Board designated by the Board to administer the
Plan which shall consist of at least two members appointed from time to time
by the Board. Each Committee member must qualify as an "outside director" as
defined in the Treasury Regulation Section 1.162-27(e)(3) (or any successor
rule) and, to the extent necessary to qualify Awards hereunder for exemption
from the

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liability provisions of Rule 16b-3, a "non-employee director" as defined in
Reg. Section 240.16b-3(b)(3) (or any successor rule) of the Securities
Exchange Act of 1934.

         2.8  "Common Stock" shall mean the common stock, $0.01 par value, of
the Company.

         2.9  "Company" shall mean Beazer Homes USA, Inc., a Delaware
corporation, and any successor corporation.

         2.10 "Director" shall mean a member of the Board of Directors of the
Company.

         2.11 "Disability" shall mean disability as defined in Participant's
Award Agreement with the Company.

         2.12 "Dividend Equivalent" shall mean any right granted under
Section 6.4 of the Plan.

         2.13 "Eligible Person" shall mean any employee, officer, consultant
or independent contractor providing services to the Company or any Affiliate
or a Director, in each case, who the Committee determines to be eligible.

         2.14 "Fair Market Value" shall mean the fair market value of any
property (including but not limited to Shares or other security) determined
by a valuation method as established by the Committee from time to time.
However, that for purposes of the Plan, the Fair Market Value of Shares on
any day on which Shares are traded on the New York Stock Exchange ("NYSE") or
any other nationally recognized stock exchange or automated quotation system
shall be the closing price of such Shares as reported by the NYSE or such
other exchange or quotation system.

         2.15 "Incentive Stock Option" shall mean an Option granted under
Section 6.1 of the Plan that meets the requirements of Section 422 of the
Code.

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         2.16 "Non-Qualified Stock Option" shall mean an Option granted under
Section 6.1 of the Plan that is not intended to be an Incentive Stock Option.

         2.17 "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option and shall include Restoration Options.

         2.18 "Other Stock-Based Award" shall mean any right granted under
Section 6.6 of Plan.

         2.19 "Participant" shall mean an Eligible Person who has been
granted an Award under the Plan.

         2.20 "Performance Award" shall mean any right granted under Section
6.5 of the Plan.

         2.21 "Person" shall mean any individual, corporation, limited
liability company, partnership, association or trust.

         2.22 "Plan" shall mean the Beazer Homes USA, Inc. 1999 Stock
Incentive Plan, as amended from time to time.

         2.23 "Restoration Option" shall mean any Option granted under
Section 6.1(d) of the Plan.

         2.24 "Restricted Stock" shall mean any Share granted to a
Participant under Section 6.3 of the Plan.

         2.25 "Restricted Stock Unit" shall mean a bookkeeping entry
representing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date as granted under Section
6.3 of the Plan. A holder of Restricted Stock Units shall not be entitled to
voting rights on any Shares to which the Restricted Stock Units relate.

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         2.26 "Rule 16b-3" shall mean Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 as amended from time to time and the related
regulations.

         2.27 "Shares" shall mean shares of Common Stock or such other
securities or property, as may be the subject of Awards pursuant to an
adjustment made under Section 9.1 of the Plan.

         2.28 "Shareholder" shall mean a shareholder of the Company.

         2.29 "Stock Appreciation Right" shall mean any right granted under
Section 6.2 of the Plan.

         2.30 "Tandem Option" shall mean a Non-Qualified Stock Option issued
in tandem with a Stock Appreciation Right.

         2.31 "Termination of Employment" shall mean a termination of
employment from the Company and all Affiliates.

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SECTION 3. - ADMINISTRATION

         3.1 POWER AND AUTHORITY OF THE COMMITTEE. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan
and to applicable law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to each Participant under the Plan, (iii) determine the number of
Shares to be covered by (or with respect to which payments, rights or other
matters are to be calculated in connection with) each Award, (iv) determine
the terms, conditions and restrictions of any Award or Award Agreement, (v)
amend the terms and conditions of any Award or Award Agreement and accelerate
the exercisability of Options or the lapse of restrictions relating to
Restricted Stock, Restricted Stock Units or other Awards, (vi) accept the
surrender of outstanding Awards and substitute new Awards, (vii) determine
whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Shares, other securities, other Awards or other
property, or cancelled, forfeited or suspended, (viii) determine whether, to
what extent and under what circumstances cash, Shares, other securities,
other Awards, other property and other amounts payable with respect to an
Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee, (ix) interpret and
administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan, (x) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan, and (xi) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under
or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award and any
employee of the Company or any Affiliate.

         3.2 DELEGATION. The Committee may delegate its powers and duties
under the Plan to one or more officers of the Company or any Affiliate or a
committee of such officers, subject to such terms, conditions and limitations
as the Committee may establish in its sole discretion.

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SECTION 4. - SHARES AVAILABLE FOR AWARDS; ANNUAL LIMIT ON GRANTS

         4.1 SHARES AVAILABLE. Subject to adjustments as provided in Section
9.1, the number of shares available for the granting of Awards under the Plan
shall be 700,000 of which not more than 150,000 Shares shall be granted as
Restricted Stock. Shares to be issued under the Plan may be either Shares
which have been reacquired and are held in treasury or Shares which are
authorized but unissued. If any Shares covered by an Award (or to which an
Award relates) are not purchased or are forfeited, or if an Award otherwise
terminates without delivery of any Shares, then subject to Rule 16b-3, the
number of Shares counted against the aggregate number of Shares available
under the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting of Awards
under the Plan. Shares not issued because the holder of any Tandem Option
exercises the accompanying Stock Appreciation Right shall not be subject to
future Award by the Committee.

         Notwithstanding the foregoing, the number of Shares available for
granting Incentive Stock Options under the Plan shall not exceed 700,000,
subject to adjustment as provided in Section 9.1 of the Plan and Section 422
or 424 of the Code or any successor provisions.

         4.2 MAXIMUM ANNUAL AWARDS TO AN ELIGIBLE PERSON. The maximum number
of Shares with respect to which Options and Stock Appreciation Rights may be
issued under the Plan to an Eligible Person in a calendar year is 150,000,
subject to adjustment as provided in Section 9.1 of the Plan. In addition,
the maximum number of Shares under a Performance Award that may be issued in
any calendar year is 75,000, subject to adjustment as provided in Section 9.1
of the Plan.

         4.3 ACCOUNTING FOR AWARDS. For purposes of this Section 4, if an
Award entitles the holder thereof to receive or purchase Shares, the number
of Shares covered by such Award or to which such Award relates shall be
counted on the date of the grant of such Award against the aggregate number
of Shares available under the Plan.

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SECTION 5. - PARTICIPATION

         Participation in the Plan shall be limited to those Eligible Persons
selected by the Committee. Awards may be granted to such Eligible Persons and
for such number of Shares as the Committee shall determine, subject to the
limitations in Section 4. An Award of any type made in any one year to an
Eligible Person shall neither guarantee nor preclude a further Award of that
or any other type to such Eligible Person in that year or subsequent years
other than as provided in Section 4.

         In determining which Eligible Persons shall receive an Award and the
terms of any Award, the Committee may take into account such factors as the
Committee, in its discretion, shall deem relevant (such factors may include
the nature of the services rendered by the Eligible Person and the Eligible
Person's present and potential contributions to the success of the Company).
Notwithstanding the foregoing, an Incentive Stock Option (a) may only be
granted to full or part-time employees as defined by Section 3401(c) of the
Code (including officers and directors who are also employees) of the Company
and (b) shall not be granted to an employee of an Affiliate which is not a
"subsidiary corporation" of the Company (as defined in Section 424(f) of the
Code or any successor provision).

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SECTION 6. - AWARDS

         6.1 OPTIONS. The Committee is authorized to grant Options to
Participants. Options granted shall be subject to the terms and conditions
forth in this Section 6.1, the other provisions of the Plan, and any
additional terms and conditions as the Committee shall determine (including
those specified in the Award Agreement) which are not inconsistent with the
provisions of the Plan.

         (a) EXERCISE PRICE. The price per Share purchasable under an Option
shall be determined by the Committee. Such purchase price per share shall not
be less than 100% of the Fair Market Value of a Share on the date of grant of
such Option (110% in the case of an Incentive Stock Option granted to a
10-percent Shareholder as defined in Code Section 422(c)(5)). Subject to
Section 9.1, in no event may the Committee reduce the exercise price of an
Option after the original grant date.

         (b) OPTION TERM. Subject to the provisions of the Plan, the term of
each Option shall be specified by the Committee. In no event shall an
Incentive Stock Option be exercisable more than ten years (5 years in the
case of a 10-percent Shareholder within the meaning of Code Section
422(c)(5)) from the date it is granted. Prior to the exercise of the Option
and delivery of the stock subject to the Option, a Participant shall not have
any rights to receive any dividends or be entitled to any voting rights on
any stock represented by outstanding Options.

         (c) TIME AND METHOD OF EXERCISE OF OPTIONS. The Committee shall
determine the time or times at which an Option may be exercised in whole or
in part and the method(s) by which and the form(s) in which payment of the
exercise price may be made or deemed to be made (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards,
other property or any combination thereof having a Fair Market Value on the
exercise date equal to the relevant exercise price).

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         (d) RESTORATION OPTIONS. The Committee may grant Restoration
Options, separately or together with another Option to an Eligible Person. An
Award of Restoration Options shall be subject to the terms and conditions
established by the Committee and any applicable requirements of Rule 16b-3 or
any other applicable law. Any such Award is contingent on Participant as the
Holder of an option ("Original Option") paying the exercise price of the
Original Option. The Restoration Option would be an Option to purchase at
100% Fair Market Value as of the date of exercise of the Original Option, a
number of Shares not exceeding the sum of (i) the number of Shares so
provided as consideration upon the exercise of the Original Option and (ii)
the number of Shares, if any, tendered or withheld as payment of the amount
to be withheld under applicable tax laws in connection with the exercise of
the Original Option pursuant to the relevant Plan provisions or Original
Option Award Agreement. The Restoration Option may not be exercised until the
shares acquired upon exercise of the Original Option are held for a period of
at least one year and the term of the Restoration Option shall not extend
beyond the term of the Original Option. Restoration Options may be granted
with respect to Options previously granted under the Plan or any other stock
option plan of the Company, and may be granted in connection with any Option
granted under the Plan or any other stock option plan of the Company at the
time of such grant.

         (e) EARLY TERMINATION OF OPTION. The rules regarding the exercise
and/or termination of Options upon a Participant's Disability, death,
Termination of Employment or ceasing to be a Director will be provided in
Participant's Award Agreement with the Company.

         (f) CHANGE OF CONTROL. The exercise of Options in the event of a
Change in Control will be treated as provided in Participant's Award
Agreement with the Company.

         (g) OTHER RESTRICTIONS ON INCENTIVE STOCK OPTIONS. The terms and
conditions of any Incentive Stock Options granted under this Plan shall
comply with Code Section 422. The aggregate Fair Market Value (determined as
of the grant date) of Shares subject to Incentive Stock Options exercisable
by any Participant in any calendar year under this Plan or any other plan of
the Company or any Affiliate or any related corporation (as defined in the
applicable regulations under the Code) may not exceed $100,000 or such higher
amount as may be

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permitted from time to time under Section 422 of the Code. To the extent that
such aggregate Fair Market Value exceeds $100,000 (or, applicable higher
amount), such Options shall be treated as Options which are not Incentive
Stock Options.

         6.2 STOCK APPRECIATION RIGHTS. Subject to Section 4, the Committee
is authorized to grant Stock Appreciation Rights to Participants. Subject to
the terms of the Plan and any applicable Award Agreement, a Stock
Appreciation Right granted under the Plan shall confer upon the holder a
right to receive, upon exercise of the right related to one share, an amount
in cash equal of the excess of (i) the Fair Market Value of one Share on the
date of exercise over (ii) the Fair Market Value of one Share on the date of
grant of the Stock Appreciation Right.

         Subject to the terms of the Plan and any applicable Award Agreement,
the grant price, term, methods of exercise, methods of settlement, and any
other terms and conditions of any Stock Appreciation Right shall be as
determined by the Committee. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.

         6.3 RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is
authorized to grant Awards of Restricted Stock and Restricted Stock Units to
Participants under the terms set forth in this Section 6.3, the other Plan
provisions and with such additional conditions and restrictions as the
Committee may impose which are not inconsistent with provisions of the Plan.

             (a) RESTRICTIONS. Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee imposes
which restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise, as the Committee may deem
appropriate. The Award Agreement for an Award of Restricted Stock or
Restricted Stock Units shall specify the applicable restrictions on such
Shares, if any, the duration of such restrictions, and the time or times at
which such restrictions shall lapse with respect to all or a specified number
of shares that are part of the Award. In addition, the Committee may specify
certain performance criteria, the attainment of which will accelerate the
lapse of the applicable


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restrictions. Notwithstanding the foregoing, the Committee may reduce or
shorten the duration of any restriction applicable to any shares awarded to
any Participant under the Plan.

             (b) CERTIFICATES. Any Award of Restricted Stock may be evidenced
in such manner as the Committee may deem appropriate, including, but not
limited to, book-entry registration or issuance of a stock certificate or
certificates subject to forfeiture if the restrictions do not lapse. In the
event a stock certificate is issued: (1) the certificate shall be registered
in the name of  Participant and shall bear a legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock and (2)
shall be held by the Company. Except as otherwise provided by the Committee,
during such period of restriction Participant shall have all of the rights of
a Shareholder, including but not limited to the rights to receive dividends
(or dividend equivalents) and to vote. If shares are issued only upon lapse
of restrictions, the Committee may provide that Participant will be entitled
to receive any amounts per share pursuant to any dividend or distribution
paid by the Company on its Common Stock to Shareholder of record after the
Award date and prior to the issuance of the Shares. In the case of Restricted
Stock Units, no shares shall be issued at the time such Awards are granted.

             (c) FORFEITURE. Rules regarding the forfeiture of Restricted
Stock or Restricted Stock Units subject to restrictions upon a Change of
Control, or the Participant's Disability, death, Termination of Employment or
ceasing to be a Director will be determined in accordance with Participant's
Award Agreement with the Company.

             (d) LAPSE OF RESTRICTIONS. Unrestricted Shares, evidenced in
such manner as the Committee shall deem appropriate, shall be delivered to
the holder of Restricted Stock promptly after the restrictions on the
Restricted Stock have expired, lapsed or been waived. After the expiration,
lapse or waiver of restrictions and the restricted period relating to
Restricted Stock Units, Shares related to such Restricted Stock Units shall
be issued and delivered to the holders of the Restricted Stock Units in
accordance with such terms as may be specified by the Committee.

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         6.4 DIVIDEND EQUIVALENTS. The Committee is authorized to grant to
Participants Awards of Dividend Equivalents under which the holders thereof
shall be entitled to receive payments (in cash, Shares, other securities,
other Awards or other property as determined by the Committee, in its
discretion) equivalent to the amount of cash dividends paid by the Company to
holders of Shares with respect to the number of Shares determined by the
Committee. Such amounts shall be payable on the date or dates as determined
by the Committee, and the Committee may provide that such amounts (if any)
shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan and any applicable Award
Agreement, such Awards may have such terms and conditions as the Committee
shall determine.

         6.5 PERFORMANCE AWARDS. The Committee is authorized to grant
Performance Awards to Participants. Once established, the Committee shall not
have discretion to modify the criteria for receiving a Performance Award
except with respect to any discretion specifically granted to the Committee
under this Plan. Subject to the terms of the Plan and any applicable Award
Agreement, a Performance Award granted under the Plan may be an Award of
Common Stock, Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units (or any other right, the value of which is determined
by reference to Shares) and such Award may be payable in cash, Shares, other
securities or other property. The value of such Performance Awards shall be
determined by the Committee and the Performance Awards shall be payable to,
or exercisable by, Participant, in whole or in part, upon the achievement of
the performance goals during the applicable measurement period specified by
the Committee.

             (a) AMOUNT OF PERFORMANCE AWARDS. At the end of the measurement
period, the Committee shall determine the percentage, if any, of the
Performance Awards granted to Participant for that measurement period that
are earned by Participant as his Performance Award. That percentage shall be
based on the degree to which the performance goals for that measurement
period are satisfied. The formula for determining the correlation between the
percentages of the Performance Awards earned and the level of performance for
a measurement period shall be established in writing by the Compensation
Committee at the time the performance goals are determined. Prior to the
payment of any Performance Awards, the


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Compensation Committee must certify the degree of attainment of the
applicable performance goals.

             (b) PERFORMANCE GOALS. Performance goals used to compute
Performance Awards shall be based on the Company's business planning process
and shall be adopted by the Committee in writing either (1) prior to the
beginning of the measurement period to which they apply or (2) not later than
90 days after the commencement of the measurement period provided that at
such time the outcome of the performance goals is substantially uncertain.
The performance goals shall be comprised of one or more of the following
performance measures: (1) total return to Shareholders, (2) cash flow, (3)
return on assets, capital, equity or sales, (d) stock price, and (e) earnings
per share. Any such performance goals and the applicable performance measures
will be determined by the Committee at the time of grant and reflected in a
written Award Agreement.

             (c) COMPLIANCE WITH SECTION 162(M). All payments under
Performance Awards will be designed to satisfy the exception under Section
162(m) of the Code, and related regulations for performance-based
compensation, and all Awards hereunder shall be subject to the limitations of
Section 162(m).

         6.6 OTHER STOCK-BASED AWARDS. The Committee is authorized, to the
extent permitted under Rule 16b-3 and other applicable law, to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan.
Subject to the terms of the Plan and any applicable Award Agreement, Shares
or other securities delivered to Participant pursuant to a purchase right
granted under this Section 6.6 shall be purchased for such consideration,
which may be paid by such method or methods and in such form or forms,
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property or any combination thereof), as
the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than 100% of the Fair Market
Value of such Shares or other securities as of the date such purchase right
is granted.

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         6.7      GENERAL.

             (a) CONSIDERATION FOR AWARDS. Except in the case of Awards
issued in connection with compensation that has been deferred or an Award
issued pursuant to Section 6.6, Awards shall be granted for no cash
consideration or such minimal cash consideration as may be required by
applicable law.

             (b) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
the discretion of the Committee, be granted either alone or in addition to,
in tandem with, or in substitution for, any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards, or in addition to or in tandem
with awards granted under any other plan of the Company or any Affiliate, may
be granted either at the same time or at a different time from the grant of
such other Award or awards.

             (c) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
Plan and of any applicable Award Agreement, payment or transfers to be made
by the Company or an Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the Committee shall determine
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards, or other property, or any combination thereof), and
may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installments or deferred payments or the grant or crediting of Dividend
Equivalents with respect to installment or deferred payments.

             (d) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

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SECTION 7. - TRANSFERABILITY

         7.1 GENERAL. Except as provided in Section 7.2, no Award granted
under the Plan shall be transferable by Participant otherwise than by will or
the laws of descent and distribution. Any attempted pledge, alienation,
attachment, assignment or encumbrance of an Award that is not specifically
authorized in accordance with Section 7.2 shall be void.

         Each Award or right under an Award may be exercised during
Participant's lifetime only by Participant, his permitted transferee under
Section 7.2 or if permissible under applicable state law Participant's
guardian or legal representative. However, the Committee may permit
Participant to designate, in the manner specified by the Committee, a
beneficiary or beneficiaries to exercise the right of Participant and receive
any property distributable with respect to an Award upon the death of
Participant.

         7.2 PERMITTED TRANSFERS. The Committee may, in its discretion,
authorize all or a portion of an Award of Non-Qualified Stock Options to be
granted to be on terms which permit transfer by Participant to a "Family
Member" (as defined below), provided the transfer is through a gift or a
domestic relations order. For purposes of this Section 7.2, "Family Member"
includes any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, a trust
for the exclusive benefit of these persons and any other entity owned solely
by these persons. The Award Agreement pursuant to which such Options are
granted must be approved by the Committee and must expressly provide for
transferability in a manner consistent with this Section 7.2. The terms of
any such transferred Award shall continue to be applied with respect to
Participant, following which the Award shall be exercisable by the Transferee
only to the extent and for the periods during which that would have applied
to Participant.

                                                                              18



SECTION 8 . - LISTING AND REGISTRATION

         All certificates for Shares or other securities delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other requirements of
the Securities and Exchange Commission and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.
If the Shares or other securities are traded on a securities exchange, the
Company shall not be required to deliver any Shares or other securities
covered by an Award unless and until such Shares or other securities have
been admitted for trading on such securities exchange.

                                                                              19



SECTION 9. - ADJUSTMENTS; BUSINESS COMBINATIONS

         9.1 ADJUSTMENT UPON CORPORATE TRANSACTION. In the event of (a)
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), (b) recapitalization, (c) stock split, (d)
reverse stock split, (e) reorganization, (f) merger, (g) consolidation, (h)
split-up, (i) spin-off, (j) combination, (k) repurchase or exchange of Shares
or other securities of the Company, (l) issuance of warrants or other rights
to purchase Shares or other securities of the Company or (m) other similar
corporate transaction or event affects the Shares, the Committee may
determine that an adjustment would be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan. In this event, the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number, type
and issuer of Shares (or other securities or other property) which thereafter
may be made the subject of Awards, (ii) the number type and issuer of Shares
(or other securities or other property) subject to outstanding Awards and
(iii) the purchase or exercise price with respect to any Award; provided,
however, that the number of Shares covered by any Award or to which such
Award relates shall always be a whole number.

         9.2 LIABILITY OF SURVIVOR. In the event of any corporate
reorganization or transaction including any event described in Section 9.1,
the surviving entity or successor corporation shall be bound by the terms and
conditions of the provisions of this Plan and any Awards issued under this
Plan.

                                                                              20


SECTION 10. - TERMINATION AND MODIFICATION OF THE PLAN

         10.1 GENERAL. Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in the Plan, the
Plan or an Award Agreement may be terminated or modified as specified in this
Section 10.

         10.2 AMENDMENTS TO THE PLAN. The Board without further approval of
the Shareholders may amend, alter, suspend, discontinue or terminate the
Plan. Notwithstanding the foregoing the Board may condition any amendment and
provide that no modification shall become effective without prior approval of
the Shareholders if Shareholder approval would be required for:

                  (i) continued compliance with Rule 16b-3 of the Securities and
                  Exchange Commission;

                  (ii) compliance with the rules and regulations of the New York
                  Stock Exchange or any other securities exchange or the
                  National Association of Securities Dealers, Inc. that are
                  applicable to the Company;

                  (iii) the granting of Incentive Stock Options under the Plan,
                  or (iv) continued compliance with Section 162(m) of the Code.

         10.3 AMENDMENTS TO AWARDS. The Committee may amend or modify the
grant of any outstanding Award in any manner to the extent that the Committee
would have had the authority to make such Award as so modified or amended
including, but not limited to, a change of the date or dates as of which (a)
an Option becomes exercisable or (b) Restrictions on Shares are to be
removed. No modification may be made that would materially adversely affect
any Award previously made under the Plan without the approval of Participant
or holder or beneficiary.

         10.4 OTHER AMENDMENT. The Committee shall be authorized to make
minor or administrative modifications to the Plan and Awards as well as
modifications to the Plan and Awards that may be dictated by requirements of
federal or state laws applicable to the Company or that may be authorized or
made desirable by such laws. The Committee may correct any


                                                                              21


defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem desirable to continue the
operation of the Plan.

                                                                              22



SECTION 11. - INCOME TAX WITHHOLDING: TAX BONUSES

         11.1 WITHHOLDING. In order to comply with all applicable federal or
state income tax laws or regulations, the Committee may take such action as
it deems appropriate to ensure that all applicable federal, state and local
payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of Participant, are withheld or collected from such
Participant. In order to assist Participant in paying all or a portion of the
federal, state and local taxes to be withheld or collected upon exercise or
receipt of (or the lapse of restrictions relating to) an Award, the
Committee, in its discretion and subject to such additional terms and
conditions as it may adopt, may permit Participant to satisfy such tax
obligation by (a) electing to have the Company withhold a portion of the
Shares otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes; (b) delivering to the Committee Shares other than
Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value (on the date the tax is
withheld) equal to the amount of such taxes (c) delivering to the Company
cash, check (bank check, certified check or personal check), money order or
wire transfer equal to such taxes, (d) delivering to the Company the full
amount of taxes due in a combination of cash, and with the Company's
approval, Participant's full recourse liability promissory note satisfying
the requirements set forth in Participant's Award Agreement or (e) taking a
loan under a loan program sponsored by the Company which permits a loan for
such purposes and to Participant in accordance with the rules established
from time to time by the Committee or the Board of the Company. Any election
to have shares withheld must be made on or before the date that the amount of
tax to be withheld is determined.

         11.2 TAX BONUSES. The Committee, in its discretion, shall have the
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid
upon their exercise or receipt of (or the lapse of restrictions relating to)
Awards in order to provide funds to pay all or a portion of federal and state
and local taxes due as a result of such exercise or receipt (or the lapse of
such restrictions). The Committee shall have full authority in its discretion
to determine the amount of any such tax bonus.

                                                                              23




SECTION 12. - GENERAL PROVISIONS

         12.1 NO RIGHTS TO AWARDS. No Eligible Person, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Eligible Persons,
Participants or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to any Participant
or with respect to different Participants.

         12.2 AWARD AGREEMENTS. Each Eligible Person to whom a grant is made
under the Plan shall enter into a written agreement with the Company that
shall contain such provisions, consistent with the provisions of the Plan, as
may be established by the Committee. No Participant will have rights under an
Award granted to such Participant unless and until an Award Agreement shall
have been duly executed on behalf of the Company.

         12.3 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in
specific cases.

         12.4 NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving Participant the right to be retained in the employ of the
Company or any Affiliate, nor will it affect in any way the right of the
Company or an Affiliate to terminate such employment at any time, with or
without cause. In addition, the Company or an Affiliate may at any time
dismiss Participant from employment free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.

         12.5 GOVERNING LAW. The validity, construction and effect of the
Plan or any Award, and any rules and regulations relating to the Plan or any
Award, shall be determined in accordance with applicable federal laws and the
laws of the State of Georgia.

                                                                              24


         12.6 SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provisions shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction or Award, and the remainder of the Plan
or any such Award shall remain in full force and effect.

         12.7 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and Participant
or any other Person. To the extent that any Person acquires a right to
receive payments from the Company or any Affiliate pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company or any Affiliate.

         12.8 NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash shall be paid in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.

         12.9 LIMITATION ON BENEFITS. With respect to persons subject to Rule
16b-3, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under such Act. To the
extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

         12.10 HEADINGS. Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

                                                                              25


SECTION 13. - EFFECTIVE DATE

         The Plan is effective upon the date of adoption by the Board subject
to approval of Shareholders at the February 3, 2000 meeting of Shareholders.
Unless previously terminated, the Plan shall terminate ten years from the
effective date. Notwithstanding the prior sentence, an Award granted under
this Plan may have terms or rights which may extend beyond the date the Plan
terminates and the rights of the Committee under the Plan and the Board to
amend the Plan may likewise extend beyond the date of the Plan's termination.

         IN WITNESS WHEREOF, the undersigned Secretary of the Company
certifies that the foregoing is the Plan adopted by the Board of Directors of
the Company as of the second day of November, 1999.



                                                 -------------------------------
                                                 Secretary

                                       26