Bank Capital Group, Inc.                                5332 Point South Drive
Bank Capital and Consulting                             Gainesville, GA  30504
        Experts                                         Telephone (770) 287-9723
                                                        Facsimile (770) 287-9723



________  ___,  200_

Organizers
De Novo Bank & Bank Holding Company
Jackson County,  GA

Ladies and Gentlemen:

     Bank  Capital  Group,  Inc.  ("BCG")  is  pleased  to  offer  the following
description of the terms our services to you in connection with the formation of
a de novo bank and bank holding company to be located in Jackson County, GA.  If
the  terms  of  our  engagement  meet  with your approval, please so indicate by
signing  the  enclosed copy of this letter and returning it to us for our files.
Our  engagement  will  cover  the  following:

                                    SECTION I
                       ASSISTANCE WITH REGULATORY PROCESS

     We  understand that you wish to file a Charter Application with the Georgia
Department  of  Banking and Finance (the "DBF") or, alternatively, the Office of
the  Comptroller  of the Currency (the "OCC") (collectively "the regulators") to
organize  a  new  commercial bank (the "Charter Application") and simultaneously
file  an application with the Federal Deposit Insurance Corporation (the "FDIC")
for  deposit insurance.  We also understand that you wish to file an Application
to  become  a  Bank  Holding  Company with the Board of Governors of the Federal
Reserve  System  (the  "Fed").

     We  will  determine the specific regulatory steps needed to be taken before
submitting  your  application  and  advise  you about such matters as the filing
fees,  publication  of  notices, and brief you about the policies and procedures
generally  applied by the regulators and the FDIC to evaluate such applications.

     We will be responsible for preparing a market potential report for your new
bank  to  demonstrate that there is a need for the bank and that a new bank will
enhance the convenience of the community.  The analysis will include demographic
data  for  the  proposed  bank's  primary  service  area,  information  on  your
competition  and other relevant information and data which is required to be set
forth in the applications.  The market analysis will be contained in and part of
the  Charter  Application.

     We  will  prepare  a  business plan for the new bank including the specific
types  of  proposed  services  to be offered by your new bank and the pricing of
same.  The  business plan will also define the appropriate capital structure for
the  new  bank  and  the  supporting  rationale  for  the  structure.


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Page 2                       Jackson County De Novo           ________ ___, 200_


     We  will  provide  draft  policies  and  procedures to cover administrative
functions  of  the  new bank including, but not limited to, lending, investment,
security  and  audit  with  a  view toward assisting the new bank in passing the
field  examination  conducted  by  the  regulators,  and  the  FDIC  before  the
applications  will  be  approved.  It  will  be  the  responsibility  of  bank
management,  under  the  direction of the proposed board of directors, to revise
and  customize  the  policies  and  procedures  to  the  needs  of  your  bank.

     We  will  assist  in  preparing  up  to  ten  (10) Organizers' confidential
Interagency  Biographical  and Financial Report (the "IBF"), which must be filed
with  the  Charter  Application,  to ensure that such information complies as to
form  and completeness with customary regulators, FDIC and Fed review standards.
(There  shall  be  an  additional  charge for assistance with the preparation of
IBF's  above  ten.)  It  will  be  incumbent  upon  each  Organizer  to actively
participate  in  the  preparation  of  his  or  her  IBF.

     We  will  assist  in  the preparation of the FR Y-1.  We will assist in the
preparation of an Application to become a Bank Holding Company (collectively the
"BHC  App")  and  in preparing an appropriate pro forma balance sheet and income
statements,  as  required  by  the Fed.  We will assist you in responding to any
questions  or  requests  for additional information from the Fed concerning this
application.

     We  will  help you respond to any questions about the applications from the
regulators,  the  FDIC  and the Fed and work expeditiously to provide additional
information,  clarifications,  and  modifications,  as  necessary,  to  the
applications  so  that  the  applications  are deemed "technically complete" and
"accepted"  for  processing.

     We  will  work with your legal counsel in the preparation of organizational
documents  for the new bank including Articles of Association, by-laws and other
initial  documents required to be filed with the regulators. The legal fees will
be  your  direct  responsibility  and  are  not  part  of  our  compensation.

     In summary, we will assist you with the content, presentation and format of
the  charter  and  deposit insurance applications and biographical and financial
statements.  You  recognize  and  understand  that  the  regulators and the FDIC
expect  you  to  be completely familiar and in agreement with the content of the
charter  and  deposit insurance applications, and that Bank Resources cannot and
does  not guarantee that the regulators will approve the proposed bank's charter
or  that  the  FDIC  will  award  deposit  insurance.


                                   SECTION II
                      ASSISTANCE WITH CAPITAL REQUIREMENTS

     BCG agrees to provide, on a best efforts basis, the following:

     We  will  provide  one  on-site representative to provide direct support to
management  and  Organizers  of the bank and bank holding company.  In addition,
senior  management  of BCG will be available on an as needed basis to attend and
provide  support  to  groups of investors at any meetings.  All expenses of this
representation  shall  be  borne  by  the  Company.


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Page 3                       Jackson County De Novo           ________ ___, 200_

     BCG  will  develop  and maintain a list of potential investors, review such
list  with  management  and  Organizers  on a regular basis and provide detailed
reporting  to  you.

     BCG  will  provide  at your expense and approval, marketing material, press
releases  and  collateral  material  including  but  not limited to creative and
production  assistance  as  well as media selection and placement.  The expenses
associated  with  these  materials shall be your responsibility.  Management and
Organizers  shall  have  final  approval  of  the  creative

     BCG will advise the Company as to strategy and tactics for negotiating with
potential  investors  and participate in presentations and negotiations relating
to  the  raising  of  capital.

     BCG  will process all retirement account share purchases, including but not
limited to the establishment of new accounts with appropriate custodians as well
as  transfer  of  accounts.  BCG  will  oversee  all  purchases  of shares until
completion.

     We will assist with the due diligence and closing of escrow.

                                   SECTION III
                               TERM OF ENGAGEMENT

     We  will  use  our  best  efforts  to accomplish all of the tasks set forth
above.  We  will  act  in  an  expeditious manner to accomplish each task, as to
organize the new bank, gain the Charter Application approval and met the capital
requirements  as  soon  as  possible.  BCG  will  continue  to  provide  the
aforementioned  services  until  such  time as the proposed bank obtains charter
approval  from either the regulators and deposit insurance from the FDIC and the
closing  of  escrow. You understand and agree, however, that if our services are
required  in  conjunction with any protests by competing financial institutions;
or,  as result of changes in the composition of the organizing group; or, due to
complications  with  any  proposed  organizer,  director  or  proposed executive
officer;  or, due to modifications in the bank's business plan after the Charter
Application  is  filed  with  the  regulators  and  FDIC  then such services are
considered  beyond  the  scope  of  this  engagement  letter. If such additional
services  are  needed,  we  will bill you based on the number of hours provided.

     BCG  will  use  and rely on information available from generally recognized
public  sources  in  performing  the  services  for  the  Company without having
independently  verifying such information and does not assume responsibility for
the  accuracy  or  completeness  of  such  information.

     BCG does not commit to provide any financing for the Company.

     You  may  elect to terminate this engagement at any time so long as you are
current  in  the  payment of all fees and expense reimbursements required in the
section entitled "Compensation" below and current in the payment of all fees and
expenses  (both  billed  and  incurred)  in  the  event that additional services
described  in  the  preceding  paragraph are provided. Any such termination will
become  effective  immediately  upon  receipt  by  us  of  a  written  notice of
termination. If we have completed the Charter Application and related materials,
then such termination will not alter the obligation of the organizers to pay all
professional  fees  contemplated in the following description of "Compensation".
You  understand  and  agree that all payments received prior to such termination
will  not  be  subject  to  refund. In the event of a termination, we will cease
providing  you  with  all  services.


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Page 4                       Jackson County De Novo           ________ ___, 200_

                                   SECTION IV
                                  COMPENSATION

                       Application and Consulting Services

     BCG  will  prepare  the  bank's  Charter  Application and deposit insurance
application  as  described  in  Section I, which includes the combination market
analysis  and  business  plan,  the related financial projections for the bank's
first five years, and assist with the preparation of up to ten (10) IBF Reports.
We  will also attend up to six organizational meetings and attend the pre-filing
meeting  with  the  regulators' staff.  For the Charter Application services you
agree  to  pay  us  professional fees in the amount of $75,000.00 as follows: an
initial  retainer  of  $10,00.00;  $12,500.00 on the first day of each month for
five  months thereafter; and, $2,500.00 when a draft holding company application
is  filed  with the Federal Reserve Bank. The monthly professional fees shall be
paid  via  wire  transfer  on  the  first  business  day  of  each  month.

     Upon  the  filing  of the Charter Application, you will be invoiced $500.00
per  Organizer/Director more than ten (10). You agree to pay $650.00 immediately
for  each  Organizer  or  Director  added after the Charter Application has been
filed.

                         Capital Consulting and Services

     BCG  shall  provide  the  services described in Section II until commencing
with the Company's prospectus being declared effective by the SEC and continuing
for  a  period  of  not  less  than  sixty  (60)  days.

     The  Organizers  agree  to  pay  BCG  a marketing fee of $7,500.00 upon the
filing of SEC Registration Statement.  Including but not limited to logo design,
direct  mail,  and  other collateral materials that are mutually agreed upon.  A
monthly  professional  fee  in the amount of $20,000 shall be due and payable to
BCG  when  the  Company's  prospectus  is  declared  effective  and  each  month
thereafter  for  a  period  of  not  less  than  sixty  (60)  days.  The monthly
professional  fees  shall be paid via wire transfer on the first business day of
each  month.

     If  the  offering  is  successfully  completed  within  sixty  days  from
commencement,  the  Company  shall  pay  to  BCG, $50,000.00 as a bonus.  If the
offering is successfully completed within 90 days, then the amount of said bonus
will  be  $25,000.00.  Such  bonus  shall be payable upon the closing of escrow.


                               OTHER COMPENSATION

     Once  the  Bank  receives  final  charter approval from the regulators, you
shall  grant  stock  options ("Options") to purchase 5,000 shares of the Holding
Company's  common  stock  to  Stan  Taylor. Once the Bank receives final charter
approval  from  the regulators, you shall grant Options to purchase 5,000 shares
of  the  Holding  Company's common stock to Byron Richardson.  The Options shall
expire  ten  years from the date of award (or the opening of the Bank, whichever


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Page 5                       Jackson County De Novo           ________ ___, 200_


is  later)  and  the  price  each  share of stock purchased shall be $10.00 (the
"exercise  price").
     Notwithstanding  anything  to  the contrary as described above, the Options
shall  be awarded under substantially the same terms and conditions as any stock
warrants  or  stock  options which may be awarded to the Organizers of the Bank,
officers  or  the  Board  of Directors.  However the Options contemplated herein
shall  be transferable; subject to "corporate reorganizations" (which may result
in  a  proportionate  increase  or  decrease in the number of Options and/or the
exercise  price); and/or, exercisable in whole or in part.  In the event, you do
not  organize  a  bank  holding  company;  the  bank  shall  issue  the  Options
contemplated  herein.

     If, for any reason, the Options described above are not awarded at the same
time  as  options  and  warrants  are  granted  to the Organizers, Directors and
Executive  Officers  then  the Company or the Bank shall immediately pay to Stan
Taylor  and  to  Byron  Richardson  an amount equal to $1.25 per option for each
option  held,  respectively.

     In  addition to the professional fees described above, you will be invoiced
on  or  about the fifth business day of each month for all expenses incurred for
your  account.  We expect to incur such expenses as travel, demographic and peer
data,  marketing  and  collateral  materials,  express  (Federal  Express  type
delivery)  and  local  courier  service,  duplication  and binding and any other
related  out  of  pocket  expenses.

     All  invoices  shall  be  due and payable upon receipt.  A two percent (2%)
administrative  fee  will  be  applied to all invoices.  You may take a discount
equal  to the amount of the administrative fee if we receive your payment within
ten  (10)  days  of  invoice  date.  We apply a late fee of one percent (1%) per
month  to  all  unpaid  invoices.

     Our  fees are not contingent on whether the Charter Application is granted.
Accordingly,  we  do  not  warrant or guarantee that the regulators will grant a
charter  on  your  behalf.

                                    SECTION V
                                  MISCELLANEOUS

     Because  we  recognize  that our engagement by you will necessarily involve
exposure  to confidential information with respect to your proposed bank and the
organizers  and  directors  thereof,  we  agree  to  hold  such  information  in
confidence  and  will  not  disclose  same  to  third parties without your prior
written  consent.  Likewise, the terms of our engagement by you and the proposed
bank  are  confidential.  No disclosure may be made to a third party without our
prior  written  consent,  except  by  reason of legal, accounting, or regulatory
requirements.

     You  understand and agree that the terms of our engagement will be governed
under  Georgia  law  and  that  this  letter  sets  forth  all  of the terms and
conditions  with  respect  to such engagement.  Any amendment or modification of

--------------------------
   1  The  number  of options and exercise price is based on an initial offering
price  per share of $10.00.  Should the initial offering price be different than
$10.00  per  share,  then  the exercise price and the number of options shall be
increased  or  decreased  proportionately,  as  the  case  may  be.


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Page 6                       Jackson County De Novo           ________ ___, 200_

our  engagement must be made in writing and signed by each of us.  Neither party
to  this  engagement  may  bring an action more than one year after the cause of
action  arises.


                               *******************

     We  very  much  look  forward to working with you on this project and trust
that this letter meets with your approval.  Of course, please do not hesitate to
contact  the  undersigned  should  you have any questions regarding this matter.

                                      Bank Capital Group, Inc.



                                     By: _________________________________
                                         Stan Taylor
                                         Principal





The  services,  terms and fees described above are appropriate and acceptable to
the  Organizers  of  the  proposed Bank and bank holding company.  The effective
date of this agreement shall be the _____ day of ________, 200_.  The Organizers
of the proposed Bank and bank holding company have authorized the undersigned to
execute  this  letter  agreement.


_________________________________________              _________________
     (Authorized  signature)                                (Date)


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