transaction resulting in Mr. Ellis (together with his immediate family or trusts


                                 EXHIBIT 10.37

                    MR. DONALD E. ELLIS, JR. AND REGISTRANT

     The following describes certain compensation arrangements between the
Registrant and Mr. Ellis for calendar year 1998 which supplements the Employment
Agreement dated March 20, 1996 between Registrant and Mr. Ellis.

     The Company has entered into an employment agreement with Mr. Ellis that
currently expires December 31, 1998.  The employment agreement provides for
automatic one-year renewals upon the expiration of each year of employment,
subject to prior notice of nonrenewal by the Board of Directors. Pursuant to Mr.
Ellis' employment agreement, for 1998, he will continue to receive an annual
base salary of $175,000 and a bonus of up to 50% of his base salary based in
part upon the Company's performance for 1998. On January 27, 1998, the
Compensation Committee of the Board of Directors (the "Compensation Committee")
granted Mr. Ellis options to purchase 15,000 shares of Common Stock at a
purchase price of $15.75 per share, vesting over a five-year period at 20% per
year. Mr. Ellis has elected to reduce his annual bonus by up to $25,000 and to
contribute such amount to a deferred compensation program for Mr. Ellis, which
amount vests immediately. In addition, the Company has agreed to make annual
matching contributions in the amount of $25,000 per year to such deferred
compensation program, which amounts will vest over a ten-year period at 10% per
year. Mr. Ellis will be entitled to receive his deferred compensation upon
termination of his employment for any reason, other than for cause or for "Good
Reason", including death or disability.  For purposes of Mr. Ellis' employment
agreement "Good Reason" means, unless Mr. Ellis consents thereto, (i) the
assignment of duties or a position or title inconsistent with or lower than the
duties, position or title provided in Mr. Ellis' employment agreement; (ii) the
principal place where Mr. Ellis is required to perform a substantial portion of
his duties is outside of Atlanta, Georgia; (iii) the reduction of Mr. Ellis'
compensation unless the Board (or the Compensation Committee) has authorized a
general compensation decrease for all executive employees of the Company; (iv)
there is a merger, consolidation or reorganization of the Company or any other
transaction resulting in Mr. Ellis (together with his immediate family or trusts
or limited partnerships established for the benefit of Mr. Ellis and/or such
persons) owning in the aggregate less than 20% of the voting control of the
Company; or (v) there is a sale or agreement to sell or a grant of an option to
purchase all or substantially all of the assets of the Company.  The Company has
also agreed to provide Mr. Ellis with certain other personal benefits. Upon
termination, other than for cause or by voluntary resignation, Mr. Ellis will
receive severance payments equal to one years' base salary. Mr. Ellis will also
receive severance payments equal to one year's base salary if he resigns for
"Good Reason."  Mr. Ellis has agreed not to compete with the Company or to
solicit any clients or employees of the Company for a period of 18 months
following termination of his employment. 

Basic Info X:

Name: transaction resulting in Mr. Ellis (together with his immediate family or trusts
Type: trust
Date: Feb. 13, 1998
State: Georgia

Other info:


  • March 20 , 1996
  • December 31 , 1998
  • January 27 , 1998


  • Compensation Committee of the Board of Directors


  • Atlanta
  • Georgia


  • $ 175,000
  • $ 15.75
  • $ 25,000


  • Ellis'


  • 50 %
  • 10 %
  • 20 %