EXHIBIT 4.1

PLAN AND AGREEMENT OF CONVERSION

THIS PLAN AND AGREEMENT OF CONVERSION (the "Agreement") is
made and entered into as of the 30th day of July, 1993, between and among IMAGE
INDUSTRIES, INC., a Delaware corporation (the "Company"), and XXXXX X. XXXXXX
and H. XXXX XXXXXXX, holders of nonqualified stock options (the "Option
Holders"), and those holders of stock appreciation units who are listed on
Schedule I hereto (the "SAR Holders"). The Option Holders and the SAR Holders
are sometimes collectively referred to herein as the "Holders".

W I T N E S S E T H:

WHEREAS, the Company has adopted a 1991 Stock Option Plan (the
"1991 SOP") and has entered into agreements with each of the Option Holders
whereby the Company granted the Option Holders nonqualified stock options to
acquire the number of shares of the Company's common capital stock, $.01 par
value (the "Common Stock"), set forth opposite such Option Holder's name under
the heading 1991 SOP on Schedule II hereto; and

WHEREAS, the Company has adopted a 1991 Time Accelerated
Restricted Stock Option Plan (the "TARSOP") and has entered into agreements with
each of the Option Holders whereby the Company granted to the Option Holders
nonqualified stock options (together with the options granted under the 1991
SOP, called "Options") to acquire the number of shares of Common Stock set forth
opposite such Option Holder's name under the heading TARSOP on Schedule II
hereto; and

WHEREAS, the Company has adopted an Incentive Stock
Appreciation Rights Plan, as amended and restated (the "ISARP"), and has entered
into agreements with certain SAR Holders whereby the Company granted such SAR
Holders the right to receive the number of stock appreciation units ("SAUs") set
forth opposite such SAR Holder's name under the heading ISARP on Schedule I
hereto; and

WHEREAS, the Company has adopted a Time Accelerated Restricted
Stock Appreciation Rights Plan, as amended and restated (the "TARSARP"), and has
entered into agreements with certain SAR Holders whereby the Company granted
such SAR Holders the right to receive the number of SAUs set forth opposite such
SAR Holder's name under the heading TARSARP on Schedule I hereto; and

WHEREAS, the Company has entered into an Investor Stock
Appreciation Rights Agreement, as amended and restated (the "Investor SAR")
whereby the Company granted certain SAR Holders the right to receive the number
of SAUs set forth opposite such XXX Xxxxxx'x name under the heading Investor SAR
on Schedule I hereto; and

WHEREAS, the Company is currently contemplating public
offerings of its stock (the "Offerings") pursuant to a registration statement
filed under the Securities Act of 1933; and

WHEREAS, the Holders have agreed to relinquish their existing
Options and SAUs effective upon the execution by the Company of the Underwriting
Agreement in connection with the Offerings (the "Effective Date") in exchange
for new fully vested nonqualified stock options (the "Replacement Stock
Options") to be issued by the Company effective as of the Effective Date; and

WHEREAS, the Company has agreed to enter into Replacement
Stock Option Agreements in connection with the Offerings, pursuant to which the
Company will grant said Replacement Stock Options to the Holders in an amount
equal to all vested and unvested Options and SAUs relinquished by such Holder;
and

WHEREAS, the Company and the Holders desire to set forth
herein their agreement with respect to the cancellation of the existing option
and stock appreciation rights plans and agreements and all Options and SAUs
granted thereunder.

NOW THEREFORE, for and in consideration of the above premises,
the mutual covenants contained herein and other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

1. CANCELLATION OF EXISTING OPTION PLANS. As of the Effective
Date, the 1991 SOP, the TARSOP, all agreements entered into thereunder and all
Options granted pursuant thereto shall be terminated and cancelled and of no
further force and effect, without any further action on the part of the Company
or the Holders.

2. CANCELLATION OF EXISTING SAR PLANS. As of the Effective
Date, the ISARP, the TARSARP, the Investor SAR, all agreements entered into
thereunder and all SAUs granted pursuant thereto hall be terminated and
cancelled and of no further force and effect, without any further action on the
part of the Company or the Holders.

3. GRANT OF OPTIONS. In replacement of the SAUs and Options,
and subject to the terms and conditions hereinafter stated, the Company hereby
grants to the Holders that number of Replacement Stock Options set forth
opposite such Holder's name on Schedule III hereto, which shall be adjusted upon
and on the same basis as the Company's proposed stock split, currently
contemplated to be 3.294097882-to-1, such grant to be effective as of the
Effective Date and conditioned upon the execution by the Company of the
Underwriting Agreement in connection with the Offerings. The Replacement Stock
Options shall entitle the Holder to purchase shares of Common Stock at a
purchase price of $.01 for each share of Common Stock acquired. Immediately
after the Effective Date, the Company and each Holder shall execute and deliver
a Replacement Stock Option Agreement in the form attached hereto as Exhibit "A,"
which agreement shall set forth the terms and conditions of exercise of the
Replacement Stock Options.

4. TAXATION OF OPTIONS.

(a) The Company does hereby agree that in the event
that prior to the sale by a Holder who is an employee of the Company as of the
date hereof (the "Employee Holders") of the shares of Common Stock underlying
the Replacement Stock Options, any federal or state taxing authority finally
determines that the grant of the Replacement Stock Options pursuant to
Replacement Stock Option Agreements is a taxable event to the Holders on the
date of grant, the Company will lend to the Employee Holders the funds necessary
to pay any federal or state income tax liability incurred by such Employee
Holder which is attributable solely to such event (after taking into
consideration all items of income, loss deduction or credit, including
adjustments thereto, of the Employee Holder); provided that the Employee Holder
shall repay all such funds, without interest, to the Company within six (6)
months of the date of such loan. All such loans shall be evidenced by a
promissory note in favor of the Company whereby the Employee Holder shall be
personally obligated to repay the loan, secured by a pledge of all

of the Common Stock owned by such Employee Holder and the Common Stock issuable
upon the exercise of the Replacement Stock Options. As a condition to the making
of any such loan to an Employee Holder, such Holder shall be required to execute
and deliver to the Company a Promissory Note substantially in the form as
Exhibit "B" attached hereto (the "Note"), and a Stock Pledge Agreement,
substantially in the form as Exhibit "C" attached hereto, together with an
appropriate stock power in favor of the Company, and to deliver all such
instruments and certificates for Common Stock owned or held by such Employee
Holder to the Company at the time of the loan. In the event of a default on any
loan, the Company shall be entitled to exercise the Replacement Stock Options in
the name of the Employee Holder and to sell a sufficient number of shares of
Common Stock owned by such Employee Holder in order to pay in full the
obligations to the Company under the Note and shall have such other rights as
described in the Stock Pledge Agreement.

(b) The Company further agrees that it will pay
a bonus (the "Bonus"), subject to applicable withholding taxes, to such Employee
Holder in the amount of any interest or penalties imposed by any federal or
state taxing authority upon such Employee Holder resulting from the failure of
the Employee Holder to report the grant of the Replacement Stock Options as a
taxable event; provided, however, that (i) if such final determination by any
federal or state taxing authority is made after the sale by the Employee Holder
of the shares of Common Stock underlying the Replacement Stock Options, the
Company shall pay the Bonus (in the amount of all such penalties and interest
accrued through the date of the sale of the Common Stock) at the request of the
Employee Holder so that the payment of the Bonus by the Company will coincide
with the payment of the tax liability by the Holder; and (ii) if such
determination by any federal or state taxing authority is made before the sale
by the Holder of the shares of Common Stock underlying the Replacement Stock
Options, the Company will pay the Bonus (in the amount of all such interest and
penalties through the date of the loan by the Company to the Employee Holder),
and payment of the Bonus will be made by the Company on the date of such loan.
At the Company's option, payment of the Bonus and the tax liability may be made
directly to the federal or state taxing authority for the benefit of the
Employee Holder, and the income tax portion thereof shall be deemed a loan to
Employee Holder and shall comprise the amount of the Note.

The Company and the Holders acknowledge that the
Holders will not be required to contest any such determination by federal or
state taxing authority and the Company may contest, in the names of the Holders,
such determination if it chooses to do so, at its own expense, provided that any
interest or penalties that continue to accrue during a contest of such
determination by the Company shall be the responsibility of the Company. Each of
the Holders shall promptly notify the Company of any communication from any
federal or state taxing authority concerning the Replacement Stock Options, and
does hereby covenant and agree that he shall not take a position on any federal,
state or other tax return or filing concerning the taxability of the Replacement
Stock Options which is inconsistent with the position taken by the Company that
the event of exercise, rather than the event of grant, of the Replacement Stock
Options is the proper taxable event, and in the event of a breach of this
covenant, the Company shall have no obligation to make the aforementioned loan
to the Employee Holders or to pay any Bonus as described above. Each Employee
Holder does hereby acknowledge and agree that any and all payments to or for the
benefit of such Holder shall be deemed to be compensation to such Holder in
consideration for past and future services.

(c) The Company shall have no obligation: (i)
to make any loans with respect to the tax effect on any Holder arising from the
loans or payments set forth in paragraphs 4(a) and (b) above to or for the
benefit of a Holder; or (ii) to make any payments or loans with respect to the
tax

incidents arising from the loans and payments set forth in paragraphs 4(a) and
(b) above, exercise of the Replacement Stock Options or sale or disposition of
the underlying shares of Common Stock.

(d) Each Holder does hereby acknowledge and
agree that it is the intent of the parties hereto that each Holder shall be
responsible for any and all income taxes required to be withheld by the Company
upon exercise of the Replacement Stock Options, and each Holder hereby agrees to
provide the Company no less than fifteen (15) days' prior written notice of his
or her intent to exercise the Replacement Stock Options and to repay the Company
the amount of any income taxes required to be withheld by the Company upon such
exercise, or upon grant if withholding is required pursuant to the provisions of
Section 4(a) above, all as set forth in the Replacement Stock Option Agreement.
Alternatively, the Company shall have the right to retain and sell such Holder's
shares of Common Stock issuable upon exercise of the Replacement Stock Options
in order to satisfy such obligation.

5. RESTRICTION ON SALE OF STOCK. In connection with the
Company's agreement hereunder, each Holder agrees not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
Replacement Stock Options or any shares of Common Stock of the Company purchased
by such Holder on the exercise of the Replacement Stock Options, for a period of
one hundred eighty (180) days from the Effective Date, and to execute an
appropriate Lock-up Agreement to further evidence said obligation.

6. REGISTRATION RIGHTS. Simultaneously herewith, the Company
and the Holders have entered into a Registration Rights Agreement whereby the
Company has agreed to file a registration statement under the Securities Act of
1933 to register the shares of Common Stock underlying the Replacement Stock
Options upon the terms set forth in the Registration Rights Agreement.

7. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE
HOLDERS. This Agreement and obligations of the Company and the Holders hereunder
are conditioned upon the execution by the Company of the Underwriting Agreement
in connection with the Offerings. In the event that such Underwriting Agreement
is not executed within ninety (90) days of the date hereof, this Agreement shall
be null and void and of no force and effect and shall automatically terminate,
and the 1991 SOP, the TARSOP, the ISARP, the TARSARP and the Investor SAR shall
continue in effect in accordance with the terms thereof and shall be unaffected
hereby.

8. GRANT OF REMAINING SAUS IN EMPLOYEE POOL. Upon the
Effective Date, all unallocated existing SAUs remaining in the employee pool
under the ISARP and the TARSARP shall be deemed to have been granted to the
Holders set forth on Schedule IV hereto and in the amounts set forth opposite
such Holder's name on said schedule, and such SAUs shall be replaced in full by
the Replacement Stock Options set forth on Schedule III. If the Underwriting
Agreement in connection with the Offerings is not executed by the Company within
ninety (90) days of the date hereof, such SAUs shall not be deemed to have been
granted but shall remain unallocated and unissued.

9. MISCELLANEOUS.

(a) Further Assurances. The parties hereto
agree to execute and deliver any and all agreements and documents which may be
reasonable necessary to carry out the intent of this Agreement.

(b) Entire Agreement. All exhibits and
schedules hereto shall be deemed to be incorporated into and made a part of this
Agreement. This Agreement together with the exhibits and schedules hereto and
the documents referenced herein contain the entire agreement among the parties,
and there are no agreements, representations or warranties which are not set
forth herein. This Agreement may not be amended or revised except by a writing
signed by all parties hereto.

(c) Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successor and assigns; provided, however, this Agreement and all rights
hereunder may not be assigned by any Holder except with the prior written
consent of the Company.

(d) Separate Counterparts. This Agreement may
be executed in several identical counterparts, all of which when taken together
shall constitute but one instrument, and it shall not be necessary in any court
of law to introduce more than one fully executed counterpart in proving this
Agreement.

(e) Severability. The provisions of this
Agreement are several, and the invalidity of any provision shall not affect the
validity of any other provision.

(f) Captions. The captions have been inserted
solely for convenience of reference and in no way define, limit or describe the
scope or substance of any provision of this Agreement.

(g) Governing Law. The execution,
interpretation and performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia, without regard to
a choice or conflict of law provision of said state.

[EXECUTION SET FORTH ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have set forth their
respective hands and seals as of the date first above written.

THE COMPANY:

IMAGE INDUSTRIES, INC.

BY: /s/ H. Xxxx Xxxxxxx
-------------------------------------------------
H. XXXX XXXXXXX, President

OPTION HOLDERS:

/s/ H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
H. XXXX XXXXXXX

/s/ Xxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
XXXXX X. XXXXXX

SAR HOLDERS:

/s/ H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
H. XXXX XXXXXXX

/s/ Xxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
XXXXX X. XXXXXX

/s/ Xxx Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
XXX XXXXXX

/s/ Xxxxxx X. Xxxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
XXXXXX X. XXXXXXXXXX

/s/ Xxxxxx X. Xxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
------------------------------------------------------
XXXXXX X. XXXXXXXXX

/s/ Xxxxxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXXX X. XXXXXX

/s/ Xxxxxx Xxxxx Xxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXX XXXXX XXXXXXXXX

/s/ Xxxx X. Xxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX X. XXXXXXXXX

/s/ Xxxxxxx X. Xxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXX

/s/ Xxx X. Xxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXX X. XXXXXXX

/s/ Xxxxxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXXX

/s/ Xxxxxx X. Xxxxxxx, Xx./by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXX X. XXXXXXX, XX.

/s/ Xxxxx X. Xxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXXXX

/s/ Xxxxx X. Xxxxxxx, Xx./by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXXX, XX.

/s/ Xxxxxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXXX

/s/ Xxxxx X. Xxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXXXX

/s/ Xxxxx Xxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX XXXX

/s/ Xxxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXX

/s/ Xxxxxxx X. Xxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXXXXX

/s/ Xxxx Xxxxxxxx (SEAL)
-----------------------------------------------------
XXXX XXXXXXXX

/s/ Xxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXX

/s/ Xxxxxxx X. Xxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXX

/s/ Xxxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXX

/s/ Xxxxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXX X. XXXXX

/s/ Xxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXX

/s/ Xxxx Xxx Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX XXX XXXXXX

/s/ Xxxx X. Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX X. XXXXX

/s/ W. Xxxxx Xxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
W. XXXXX XXXXXXX

/s/ Xxxxxxx X. Xxxxxx, Xx./by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXXXX, XX.

/s/ Xxxxxxx Xxxxx Xxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX XXXXX XXXXXXXXX

/s/ Mohd Xxxx Xxxxxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
MOHD XXXX XXXXXXXXXX

/s/ Xxxx Xxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX XXXXX

/s/ Xxxxx X. Xxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXX X. XXXXXXX

/s/ Xxxx X. Xxxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX X. XXXXXXX

/s/ Xxxx X. Xxxxxxx (SEAL)
-----------------------------------------------------
XXXX X. XXXXXXX

/s/ Xxxxxxx X. Xxxxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXXX X. XXXXXX

/s/ Xxxxxx X. Xxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
XXXXXX X. XXXX

/s/ X. Xxxxxxx Xxxx/by H. Xxxx Xxxxxxx (SEAL)
-----------------------------------------------------
X. XXXXXXX XXXX

XXXXXXXX, XXXXX & XXXXXXXX

By: /s/ Xxxxxxxx, Galef & Goldress/by H. Xxxx Xxxxxxx
Its:
-------------------------------------------------

SCHEDULE I

SAR HOLDERS

INVESTOR
ISARP TARSARP SAR
----- ------- ---

Xxx Xxxxxx 3,036 0 0
Xxxxxx X. Xxxxxxxxxx 704 796 0
Xxxxxx X. Xxxxxxxxx 907 1,093 0
Xxxxxxxx X. Xxxxxx 453 547 0
Xxxxxxxx X. Xxxxxx 250 250 0
Xxxxxx Xxxxx Xxxxxxxxx 381 441 0
Xxxx X. Xxxxxxxxx 703 797 0
Xxxxxxx X. Xxxx 657 843 0
Xxx X. Xxxxxxxx 453 547 0
Xxxxxxx X. Xxxxx 453 547 0
Xxxxxx X. Xxxxxxx, Xx. 453 547 0
Xxxxx X. Xxxxxxxx 3,035 3,036 0
Xxxxx X. Xxxxxxx, Xx. 453 547 0
Xxxxxxx X. Xxxxx 453 547 0
Xxxxx X. Xxxxxxxx 703 797 0
Xxxxx Xxxx 453 547 0
Xxxxx X. Xxxxx 453 547 0
Xxxxxxx X. Xxxxxxx 454 546 0
Xxxx Xxxxxxxx 9,108 9,107 0
Xxxxx X. Xxxxxx 454 546 0
Xxxxxxx X. Xxxx 454 546 0
Xxxxx X. Xxxxx 407 593 0
Xxxxxx X. Xxxxx 407 593 0
Xxxxx X. Xxxxxx 204 296 0
Xxxx Xxx Xxxxxx 204 296 0
Xxxx X. Xxxxx 204 296 0
W. Xxxxx Xxxxxxx 204 296 0
Xxxxxxx X. Xxxxxx, Xx. 204 296 0
Xxxxxxx Xxxxx Xxxxxxxxx 204 296 0
Mohd Xxxx Xxxxxxxxxx 407 593 0
Xxxx Xxxxx 407 593 0
H. Xxxx Xxxxxxx 18,530 18,530 74,370
Xxxxx X. Xxxxxxx 2,941 2,941 1,500
Xxxx X. Xxxxxxx 0 0 10,833
Xxxx X. Xxxxxxx 2,941 2,941 12,333
Xxxxxxx X. Xxxxxx 2,941 2,941 12,333
Xxxxxx X. Xxxx 2,941 2,941 12,333
X. Xxxxxxx Xxxx 2,941 2,941 12,333
Xxxxxxxx, Galef & Goldress 0 0 30,000
------- ------- ------

Total: 60,557 60,557 166,035

SCHEDULE II

OPTION HOLDERS

1991 SOP TARSOP
-------- ------

Xxxxx X. Xxxxxx 23,530 23,530

H. Xxxx Xxxxxxx 5,000 5,000
------- ------
Total: 28,530 28,530

SCHEDULE III

REPLACEMENT STOCK OPTIONS TO BE GRANTED

NUMBER OF
REPLACEMENT
NAME STOCK OPTIONS (1)
---- -----------------

H. Xxxx Xxxxxxx 121,430
Xxxxx X. Xxxxxxx 7,382
Xxxx X. Xxxxxxx 10,833
Xxxx X. Xxxxxxx 18,215
Xxxxxxx X. Xxxxxx 18,215
Xxxxxx X. Xxxx 18,215
X. Xxxxxxx Xxxx 18,215
Xxxxxxxx, Galef & Goldress 30,000
Xxxxx X. Xxxxxx 47,060
Xxx Xxxxxx 3,036
Xxxxxx X. Xxxxxxxxxx 1,500
Xxxxxx X. Xxxxxxxxxx 2,000
Xxxxxxxx X. Xxxxxx 1,000
Xxxxxxxx X. Xxxxxx 500
Xxxxxx Xxxxx Xxxxxxxxx 822
Xxxx X. Xxxxxxxxx 1,500
Xxxxxxx X. Xxxx 1,500
Xxx X. Xxxxxxxx 1,000
Xxxxxxx X. Xxxxx 1,000
Xxxxxx X. Xxxxxxx, Xx. 1,000
Xxxxx X. Xxxxxxxx 6,071
Xxxxx X. Xxxxxxx, Xx. 1,000
Xxxxxxx X. Xxxxx 1,000
Xxxxx X. Xxxxxxxx 1,500
Xxxxx Xxxx 1,000
Xxxxx X. Xxxxx 1,000
Xxxxxxx X. Xxxxxxx 1,000
Xxxx Xxxxxxxx 18,215
Xxxxx X. Xxxxxx 1,000
Xxxxxxx X. Xxxx 1,000
Xxxxx X. Xxxxx 1,000
Xxxxxx X. Xxxxx 1,000
Xxxxx X. Xxxxxx 500
Xxxx Xxx Xxxxxx 500
Xxxx X. Xxxxx 500
W. Xxxxx Xxxxxxx 500
Xxxxxxx X. Xxxxxx, Xx. 000
Xxxxxxx Xxxxx Xxxxxxxxx 000
Xxxx Xxxx Xxxxxxxxxx 1,000
Xxxx Xxxxx 1,000
-------
Total: 344,209

-----------------------

(1) This number will be adjusted upon and on the same basis as the
stock split currently contemplated by the Company at
3.294097882 shares for each existing share.

SCHEDULE IV

ISARP TARSARP
----- -------

Xxxxxx X. Xxxxxxxxxx 204 296
Xxxxxx X. Xxxxxxxxxx 407 593
Xxxxxxxx X. Xxxxxx 203 297
Xxxx X. Xxxxxxxxx 203 297
Xxxxxxx X. Xxxx 407 593
Xxx X. Xxxxxxxx 203 297
Xxxxxxx X. Xxxxx 203 297
Xxxxxx X. Xxxxxxx, Xx. 203 297
Xxxxx X. Xxxxxxx, Xx. 203 297
Xxxxxxx X. Xxxxx 203 297
Xxxxx X. Xxxxxxxx 203 297
Xxxxx Xxxx 203 297
Xxxxx X. Xxxxx 203 297
Xxxxxxx X. Xxxxxxx 204 296
Xxxxx X. Xxxxxx 204 296
Xxxxxxx X. Xxxx 204 296
Xxxxx X. Xxxxx 407 593
Xxxxxx X. Xxxxx 407 593
Xxxxx X. Xxxxxx 204 296
Xxxx Xxx Xxxxxx 204 296
Xxxx X. Xxxxx 204 296
W. Xxxxx Xxxxxxx 204 296
Xxxxxxx X. Xxxxxx, Xx. 204 296
Xxxxxxx Xxxxx Xxxxxxxxx 204 296
Mohd Xxxx Xxxxxxxxxx 407 593
Xxxx Xxxxx 407 593
Xxxxxx Xxxxx Xxxxxxxxx 131 191

EXHIBIT "A"

REPLACEMENT STOCK OPTION AGREEMENT ("OPTION AGREEMENT") DATED
AS OF _______________ 1993, BETWEEN IMAGE INDUSTRIES, INC., A
DELAWARE CORPORATION (THE "COMPANY"), AND THE INDIVIDUAL
LISTED ON THE SIGNATURE PAGE HERETO AS THE OPTION HOLDER,
("OPTION HOLDER')

On this date, the Company granted to the Option Holder the nonqualified
stock option(s) hereinafter described pursuant to this Option Agreement, and
subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby agree as follows:

1. Subject to all of the terms of that certain Plan and Agreement of
Conversion entered into as of the ___ day of July, 1993, by and among the
Company and Option Holder (the "Plan"), on this date (hereinafter the "Effective
Date"), the Company hereby grants to the Option Holder, as a matter of separate
agreement and not in lieu of salary or any other compensation for services, the
right and option to purchase all or any part of that aggregate number of shares
of the Company's common stock, $.01 par value per share (the "Common Stock") as
set forth on Schedule I hereto opposite the name of the Option Holder, on the
terms and conditions herein set forth (the "Option").

2. The purchase price of the shares of Common Stock subject to the
Option shall be $.01 per share.

3. Subject to the provisions of paragraph 5 of this Option Agreement
and subject to the terms of that certain Lock-up Letter in favor of Shearson
Xxxxxx Brothers, Inc., Prudential Securities Incorporated, Xxxxxx Brothers
International (Europe) and Prudential Bache Securities (U.K.) Inc., the Option
shall be exercisable in whole at any time or in part from time to time after the
date hereof and during the term of the Option as to all or any of the shares of
Common Stock then available for purchase under the Option, but not as to less
than 50 shares (or the shares then purchasable under the Option if less than 50
shares) at any one time. Subject to paragraph 4, the term of the Option shall
begin on the date hereof and shall expire on March 30, 2006. The Option Holder
shall have none of the rights of a shareholder with respect to the shares of
Common Stock subject to the Option until such shares shall have been transferred
to the Option Holder upon the exercise of the Option in accordance herewith and
with the terms of the Plan.

4. Subject to the rights of the Company under Section 4 of the Plan,
the Option shall not be transferable by the Option Holder otherwise than by will
or the laws of descent and distribution, and the Option is exercisable, during
the Option Holder's lifetime, only by the Option Holder. The designation of a
beneficiary by an Option Holder shall not constitute a transfer. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as aforesaid), pledged or encumbered in
any way, unless in favor of the Company (whether by operation of law or
otherwise), and shall not be subject to execution, attachment or similar
process, except by the Company. In the event of any attempted assignment,
transfer, pledge, encumbrance or other disposition of the Option contrary to the
provisions hereof, or the levy of any attachment or similar process upon the
Option, the Option and any such attempted assignment, transfer, pledge,
encumbrance or disposition shall be null and void and of no further effect. The
Option Holder further covenants and agrees that (i)

the shares of Common Stock underlying the Option (to the extent not exercised)
shall be subject to each of the restrictions set forth in this paragraph above,
and (ii) he shall not enter into any agreement whatsoever prohibiting or
restricting the pledge of the shares of Common Stock issuable upon exercise of
the Option to the Company to secure the loan described in Section 4 of the Plan
(the "Loan"), and in the event the Option Holder breaches this provision and
enters into any such agreement, the Company will have no obligation to make the
Loan to the Option Holder.

5. If the Option Holder shall die, the Option may be exercised in full
for the aggregate number of shares of Common Stock covered thereby by the
legatee or legatees of the Option under the Option Holder's last will, or by the
personal representatives or distributees of the estate of the Option Holder,
during the term of the Option as defined by and subject to the provisions of
paragraph 3, above.

6. If all or any portion of the Option is exercised subsequent to any
stock dividend, stock split, recapitalization, combination, exchange of shares,
merger, consolidation, liquidation, split-up, split-off, spin-off or other
similar change in capitalization, any distribution to common shareholders,
including a rights offering, other than cash dividends, or any like change, the
Board of Directors of the Company (the "Board") or the Compensation Committee
established by the Board (the "Committee") shall make such appropriate
adjustments in the purchase price paid upon exercise of the Option and the
aggregate number and class of shares of Common Stock or other securities or
property issuable upon any such exercise as the Board or Committee shall, in its
sole discretion, determine. In any such event, no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued; further,
the minimum number of full shares of Common Stock which may be purchased upon
any such exercise shall be the minimum number specified in paragraph 3 adjusted
proportionately.

7. Payment of the purchase price of the shares of Common Stock subject
to the Option shall be made in cash or in whole shares of Common Stock already
owned by the Option Holder or partly in cash and partly in such Common Stock.
Subject to the terms and conditions of this Option Agreement, the Option may be
exercised by written notice to the Company at its principal office, attention of
the President. Such notice shall (a) state the election to exercise the Option,
the number of shares of Common Stock in respect of which it is being exercised
and the manner of payment for such shares and (b) be signed by the person or
persons so exercising the Option and, in the event the Option is being exercised
pursuant to paragraph 5 by any person or persons other than the Option Holder,
accompanied by appropriate proof of the right of such person or persons to
exercise the Option. Such notice shall either (i) be accompanied by payment of
the full purchase price of such shares of Common Stock, in which event the
Company shall issue and deliver a certificate or certificates representing such
shares as soon as practicable after the notice is received, or (ii) fix a date
(not more than 10 business days from the date of such notice) for the payment of
the full purchase price of such shares at the Company's principal office,
against delivery of a certificate or certificates representing such shares. Cash
payments of such purchase price shall, in either case, be made by cash or
certified check payable to the order of the Company. Common Stock payments
(valued at Market Price, as defined below, on the date of exercise) shall be
made by delivery of stock certificates in negotiable form either duly endorsed
in blank for transfer or accompanied by a duly executed stock power. All cash
and Common Stock payments shall, in either case, be delivered to the Company at
its principal office, attention of the President. If certificates representing
Common Stock are used to pay all or part of the purchase price of the Option, a
separate certificate shall be delivered by the Company representing the same
number of shares as each certificate so used, and an additional certificate
shall be delivered representing the additional shares to which the holder of the
Option is entitled as a result of the exercise of the Option. The certificate or

certificates for the shares as to which the Option shall have been so exercised
shall be registered in the name of the person or persons so exercising the
Option and shall be delivered as aforesaid to or upon the written order of the
person or persons exercising the Option. All shares issued as provided herein
will be fully paid and nonassessable.

For purposes hereof, the term "Market Price" shall mean at any date,
the mean between the high and low sales prices of a share of Common Stock on the
NYSE Composite Tape or, if the Common Stock is not listed or admitted to trading
on the NYSE, the mean between the high and low sales prices of a share of Common
Stock on the principal national securities exchange on which the Common Stock is
listed, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the mean between the high and low sales prices of
a share of Common Stock in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"), or, if the Common Stock is not reported by NASDAQ, the mean between
the high and low sales prices of a share of Common Stock as reported by the
National Quotation Bureau Incorporated, or, in all other cases, the value set in
good faith by the Committee.

8. The Option Holder hereby agrees to provide the Company no less than
fifteen (15) days prior written notice of his or her intent to exercise the
Option and to repay the Company the amount of Withholding Tax upon exercise, or
at such earlier time as the Option may be determined to be taxable to the Option
Holder, as set forth in the Plan. The Company shall have the right to retain or
sell without notice, or to demand surrender of, shares of Common Stock in value
sufficient to cover any Withholding Tax (that is, any tax including any Federal,
state or local income tax, required by any governmental entity to be withheld or
otherwise deducted and paid with respect to the Option), and to make payment (or
to reimburse itself for payment made) to the appropriate taxing authority of an
amount in cash equal to the amount of such Withholding Tax, remitting any
balance to the Option Holder. For purposes of this paragraph, the value of
shares of Common Stock so retained, sold or surrendered shall be determined by
the Committee and shall not be less than Market Price on the date that the
amount of the Withholding Tax is to be determined (the "Tax Date"), and the
value of shares of Common Stock so retained or sold shall be the actual net sale
price per share (after deduction of commissions) received by the Company.

Notwithstanding the foregoing, the person exercising the Option shall
be entitled to satisfy the obligation to pay any Withholding Tax, in whole or in
part, by providing the Company with funds sufficient to enable the Company to
pay such Withholding Tax or by requiring the Company to retain or to accept upon
delivery thereof by the Option Holder shares of Common Stock sufficient in value
(determined in accordance with the last sentence of the preceding paragraph) to
cover the amount of such Withholding Tax. Each such election to have shares
retained or to deliver shares for this purpose shall be subject to the following
restrictions: (i) the election must be in writing and made on or prior to the
Tax Date; and (ii) if the person exercising the Option is subject to Section 16
of the Exchange Act of 1934, the election to have shares retained to satisfy the
Withholding Tax must either (a) be an irrevocable election made after the
Effective Date and at least six months prior to the Tax Date or (b) take effect,
or with respect to elections made prior to the Effective Date, be made, during
the ten business day "window period" beginning on the third business day
following the date on which the Company releases for publication its annual or
quarterly financial statements and ending on the twelfth business day following
the date of release thereof.

9. The Company shall at all times during the term of the Option reserve
and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Option Agreement, shall pay all fees and
expenses necessarily incurred by the Company in connection with the

issue of shares pursuant hereto and will from time to time use its best efforts
to comply with all laws and regulations which, in the opinion of counsel for the
Company, shall be applicable thereto.

10. As used herein, the term "Common Stock" shall, except as otherwise
indicated by the context, mean the Common Stock, par value $.01 per share, of
the Company as authorized on the date hereof.

11. This Option Agreement has been entered into pursuant to and shall
be governed by the laws of the State of Georgia.

IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officer "hereunto duly authorized, and the Option Holder
has hereunto set his or her hand and seal, all as of the day and year first
above written.

COMPANY

IMAGE INDUSTRIES, INC.,

By:
---------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
OPTION HOLDER

------------------------------------------
Name:
-------------------------------------
Address:
----------------------------------

------------------------------------------

EXHIBIT "B"
PROMISSORY NOTE

$ ___________________ ______________, 19____

FOR VALUE RECEIVED, (the "Payor") promises to pay to the order of Image
Industries, Inc. (the "Payee") the principal sum of
___________________________________________ DOLLARS ($__________), in full on
the six-month anniversary of the date hereof in the legal tender of the United
States, payable in cash or by cashier's check at the principal office of the
Payee located at Xxxxxxx 000 Xxxxxxxx, Xxxxxxx, or at such other place as the
Payee or other holder hereof may designate in writing; provided that the
principal amount hereof shall be due and payable at such earlier time and from
time to time to the extent of any proceeds received by the Payor from a sale of
the Stock (as defined below).

Should the principal amount not be paid when due, or should a default
occur under the Stock Pledge Agreement of even date herewith, conveying title to
(i) common stock of Payee ("Stock") currently owned by Payor and (ii) Stock
issuable upon exercise of options to acquire Stock of Payee as security for this
indebtedness, the entire unpaid principal sum evidenced by this Note shall
without notice to Payor, presentation or demand, become due and may be collected
forthwith, time being of the essence of this Note. It is further agreed that
failure of the Payor to exercise this right of accelerating the maturity of the
debt, or any other indulgence granted from time to time, shall in no event be
considered as a waiver of such right of acceleration or estop the Payee from
exercising such right.

In the event the principal amount is not paid when due, such amount
shall bear interest at the rate of ten percent (10%) per annum from maturity.
Should this Note, or any part of the indebtedness evidenced hereby, be collected
by law or through an attorney, the holder shall be entitled to collect
attorneys' fees in an amount equal to fifteen percent (15%) of the principal and
interest and all costs of collection.

This Note shall be governed by and construed under the laws of the
State of Georgia and shall be binding upon the Payor and his heirs, legal
representatives and successors and shall inure to the benefit of Payee, its
successors and assigns. Each of the undersigned, whether principal, surety,
guarantor, endorser, or other party, severally waives and renounces, each for
himself and his family, any and all homestead and exemption rights he or his
family may have under or by virtue of the laws of the State of Georgia, or any
other State, or the United States, as against this debt or any renewal or
extension thereof, and further waives demand, protest, notice of demand, protest
and nonpayment.

WITNESS the hand(s) and seal(s) of the undersigned as of the date first
above written.

PAYOR:

(SEAL)
--------------------------- ----------------------------
Witness Name:

EXHIBIT "C"
STOCK PLEDGE AGREEMENT

THIS AGREEMENT (the "Agreement"), made as of the _____ day of
_______________, 19___, by and between ______________________________, a
____________ resident (hereinafter called "Pledgor") and Image Industries, Inc.
(hereinafter called "Pledgee").

W I T N E S S E T H :

WHEREAS, pursuant to a Plan and Agreement of Conversion dated July _,
1993 (the "Conversion Agreement"), the Pledgor has executed a Promissory Note in
favor of Pledgee in the principal amount of $____________ (the "Note"); and

WHEREAS, Pledgor desires to provide security for prompt and complete
payment of the Note by hypothecating to Pledgee all of the shares of stock owned
by Pledgor as hereinafter described, on the terms and conditions hereinafter set
forth;

IT IS THEREFORE AGREED:

1. PLEDGE.

In consideration of the extension of credit by Pledgee as evidenced by
the Note, the Pledgor hereby pledges, hypothecates and assigns to the Pledgee
______ shares of the issued and outstanding common capital stock of Pledgee (the
"Common Stock") owned by Pledgor represented by share certificate no(s). _____
and all Common Stock underlying and issuable upon exercise of the nonqualified
options to acquire shares of Common Stock (the "Options") evidenced by that
certain Replacement Stock Option Agreement between Pledgee and Pledgor dated
__________, 1993 (the "Option Agreement") (collectively, the "Pledged Stock").
Pledgor does herewith deliver to Pledgee the certificates representing the
Pledged Stock and accompanying stock powers as evidence of the pledge and
security interest granted hereby.

2. TERM.

The Pledged Stock shall remain pledged to the Pledgee until the Note is
paid in full, whereupon Pledgor shall be entitled to full right and title to,
and possession of, the Pledged Stock free and clear of any liens, claims or
encumbrances or any rights of the Pledgee.

3. VOTING RIGHTS AND DIVIDENDS.

During the term of this pledge and so long as the Pledgor is not in
default in the performance of any of the terms of the Note or as otherwise
defined this Agreement (a) the Pledgor shall have the right to vote the Pledged
Stock on all corporate questions, and the Pledgee shall execute, if requested by
Pledgor, due and timely proxies in favor of the Pledgor to this end; (b) any
cash dividends and other amounts hereafter declared or payable with respect to
the Pledged Stock shall be received by Pledgor and shall be free from any claim
by Pledgee under this Agreement or the Note; and (c) the Pledgor shall have the
right to exercise the Options and acquire Common Stock thereunder upon notice to
the Company as provided by and in accordance with the terms of the Option
Agreement.

4. ADJUSTMENTS.

In the event that, during the term of the pledge, any share dividend,
reclassification, readjustment or other change is declared or made, or any of
the Options are exercised with respect to any shares of Common Stock, all new,
substituted or additional shares, or other securities issued by reason of any
such change or exercise, shall be immediately pledged to Pledgee under the terms
of this Agreement in the same manner as the Pledged Stock and shall be delivered
to Pledgee. Pledgor does hereby authorize and instruct, and authorizes the
Pledgee to instruct, the Pledgee's stock transfer agent (the "Transfer Agent"),
who shall be entitled to rely upon this instrument and Pledgee's sole
instruction as evidence of its authority to deliver any such shares of Common
Stock directly to the Pledgee, and Pledgor shall execute and deliver any other
such authorizations as necessary to effect the perfection of the pledge granted
hereby and delivery of the Pledged Stock to Pledgor.

5. DEFAULT; POWER OF ATTORNEY.

A default in the performance of any of the terms of the Note, the
Conversion Agreement, the Option Agreement or this Agreement shall be deemed a
default hereunder, and the Pledgee shall have the rights and remedies provided a
secured creditor in the Uniform Commercial Code, Official Code of Georgia,
Chapter 11-9, and any other applicable laws, in addition to all other rights and
remedies under the Conversion Agreement, Note, Option Agreement and this Stock
Pledge Agreement. In the event of such default, the Pledgee may and is hereby
authorized (a) to initiate the transfer of the Pledged Stock into the name of
the Pledgee and to instruct the Transfer Agent to effectuate the same; (b) to
exercise the Options in the name of the Pledgor, and the Common Stock issuable
thereupon shall be issued in Pledgor's name and delivered to the Pledgee; and
(c) to vote any or all of the Pledged Stock (whether or not the same has been
transferred into its name) and give consents, waivers and ratifications in
respect to the Pledged Stock and otherwise act with respect thereto as though it
were the outright owner thereof. The Pledgor hereby irrevocably constitutes and
appoints the Pledgee as the proxy and attorney-in-fact of the Pledgor to take
any and all actions necessary or appropriate to effect the provisions of this
Agreement upon the occurrence of and during the continuance of an event of
default, with full power of substitution, and revoking all other proxies.
Pledgee shall not at any time encumber or otherwise dispose of shares of Pledged
Stock except in the event of a default under the Note and in accordance with the
provisions of this Agreement. If any notification of intended disposition of any
of the Pledged Stock is required by law, such notification, if mailed, shall be
deemed reasonably and properly given if mailed to Pledgor in accordance with the
notification provisions in the Option Agreement, attached hereto and
incorporated herein by reference.

In addition to the rights set forth above, in the event of a default as
described herein, the Pledgee shall have the right to:

(a) sell, transfer, assign or otherwise dispose of the Pledged
Stock for cash or credit, at any public or private sale in a commercially
reasonable manner and for such reasonable price as the Pledgee may determine. In
the event of such a sale, the Pledgee must account to the Pledgor for any
surplus realized, and the Pledgor shall be liable to Pledgee for any deficiency
in respect of amounts owed Pledgee under the Note;

(b) convey the Pledged Stock to Pledgor and reduce its entire
claim for the Note to judgment; or

6. COVENANTS OF PLEDGOR.

The Pledgor hereby covenants that until such time as the Note shall be
paid in full, the Pledgor will not sell, convey or otherwise dispose of any
shares of the Pledged Stock or any interest therein, nor will the Pledgor
create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance
or any security interest whatsoever with respect to any of the Pledged Stock or
the proceeds thereof other than that created hereby.

7. GENERAL.

This Agreement shall be binding upon and inure to the benefit of the
parties, their legal representatives, heirs and assigns. This Agreement is given
under and shall in all respects be governed by the laws of the State of Georgia.
No modification, amendment or waiver of the terms hereof shall be valid or
effective unless in writing and signed by all of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

"PLEDGOR"

(SEAL)
-------------------------- ---------------------------------
Witness

"PLEDGEE"

IMAGE INDUSTRIES, INC.

By:
------------------------------------
Title:
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EXHIBIT 4.1

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