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                                 EXHIBIT 10.21





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                                                                   EXHIBIT 10.21


                     FIRST FINANCIAL MANAGEMENT CORPORATION

                           NON-QUALIFIED STOCK OPTION


                   First Financial Management Corporation (the "Corporation"),
a Georgia corporation, hereby grants to (__________________) (the "Holder"), a
Non-Qualified Stock Option to purchase from the Corporation (_______________)
(________) fully paid and non-assessable shares of the common stock, $.10 par
value, of the Corporation at a price of $___________ per share.  This Option
has been granted pursuant to the 1988 Incentive Stock Plan (the "Plan") of the
Corporation adopted by its Board of Directors on February 5, 1988, and as
amended through January 30, 1991, and is subject to all of the terms,
conditions and provisions of that Plan.  A copy of the Plan is attached hereto
and made a part of this Option as if fully set out herein.

                   During each of the five successive twelve-month periods,
beginning six months after the date of grant of this Option, this Option may be
exercised as to one-fifth of the total number of shares covered hereby.  Such
right to purchase in each such twelve-month period up to one-fifth of the total
number of shares covered hereby shall be cumulative, so that any shares
eligible for purchase, but not so purchased, in any twelve-month period shall
be added to the number of shares which may be purchased in any following
twelve-month period.  Beginning 54 months after the date of the grant, this
Option may be exercised as to all shares covered hereby.  Payment for shares
purchased pursuant to this Option may be in cash or, subject to any rules or
restrictions which the Compensation Committee of the Corporation may adopt, by
delivery of shares of common stock of the Corporation at their fair market
value on the date of delivery.

                   Executed as of _____ day of __________ 1993.


                                     FIRST FINANCIAL MANAGEMENT CORPORATION


                                     By:   
                                        ----------------------------------
                                     Patrick H. Thomas
                                     Chairman of the Board
                                     President and Chief Executive Officer

                                     THE HOLDER


                                     By:  
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