EXHIBIT 10.12


BANKING CONTRACT




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                      CAREER AGENCY SYSTEM BANKING CONTRACT

         THIS CONTRACT is made this 1st day of December, 2000, by and between
Cestatee Bancshares, Inc., 6639 Highway 53 East, Dawsonville, GA 30534, and
Stephen Squires, 100 Ashford Center North, Suite 250, Atlanta, GA 30338 and the
Massachusetts Mutual Life Insurance Company of 1295 State Street, Springfield,
MA 01111 and any of the subsidiaries of the Massachusetts Mutual Life Insurance
Company that have executed this Agreement.

WITNESSETH:
         In consideration of the mutual covenants contained herein the said
parties do hereby agree as follows:

     1.  Definitions:  The following definitions are applicable to the terms
used in this document, any amendments hereto and any schedules made a part
hereof:
         Company refers to the Massachusetts Mutual Life Insurance Company, and
any of its subsidiaries and affiliates that have executed this Agreement.
         General Agent ("GA") refers to the General Agent of the Company who
executed this Agreement.
         Customers refers to clients of the Financial Institution who are not
prior policyholders or insureds of the Company and who purchase Company products
under this Contract.
         Financial Institution ("FI") refers to the Financial Institution and
the subsidiaries and affiliates of the Financial Institution that have executed
this Contract, including the Financial Institution Agency.
         Financial Institution Agency ("FI Agency") refers only to the insurance
subsidiaries and affiliates of the Financial Institution that have executed this
Contract.
         Assigned Agents refers to the individuals assigned by the GA who shall
solicit and service insurance products. Assigned Agents may be independent
contractors of the FI Agency only if the Assigned Agents' principal business
activity is the sale and solicitation of insurance products on behalf of the FI
Agency.
         Contract refers to this agreement between the FI, the General Agent,
and the Company. This Contract may also be known and identified as a "Career
Agency System Banking Contract" and shall become effective on the date
hereinafter stated.
         Ordinary Business refers to traditional individual insurance and
annuity policies issued by the Company. Registered products may not be sold
under this Agreement.
         Group Business refers to Group insurance, employee insurance, and Group
Annuity policies and any applicable amendments issued by the Company.
         Business refers to commissions and fees of every type, overrides,
persistency credits, and any other amounts allowed the FI Agency under this
Contract. All Compensation shall be paid to the FI Agency directly; it shall
remain the responsibility of the FI Agency to pay compensation (if any) to the
Assigned Agents.

         Ordinary Business will be secured hereunder if the completed
application is received at the Company's Home Office while this Contract is in
force. Group Business will be secured hereunder if the completed preliminary
application or request for amendment to Group Business is received by the
Company's Home Office while this Contract is in force.

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     2. Appointment: The GA appoints the FI Agency to market, solicit
applications for, and provide service to policyholders regarding the Business of
the Company. Assigned Agents of the FI Agency must be appointed by the Company
to solicit and service Company insurance products. The Company shall have the
sole right to appoint and/or terminate any Assigned Agent it chooses, and may
perform any investigation it desires to determine whether it will appoint an
Assigned Agent. The Company and the GA each have the right to investigate the
actions of an Assigned Agent and recommend disciplinary or corrective action
procedures as an alternative to termination of the appointment of an Assigned
Agent.
     The FI Agency and duly appointed Assigned Agents shall have the right to
submit applications and amendments to the GA for individual life insurance and
annuity policies issued by the Company. All such applications and amendments,
including medical examiners' reports, if any, shall be forwarded promptly to the
GA. Neither the FI, the Assigned Agents, nor any applicant shall have any right
of action against the GA or the Company because of refusal by the Company, for
any reason, to issue or amend a policy on any such application or amendment. The
FI Agency is hereby authorized to collect initial premium checks (in accordance
with Company guidelines) payable to the Company in exchange for the appropriate
Company receipt.

     3. No Employment Relationship: The FI is an independent contractor and
neither the FI nor any employee of the FI, nor any Assigned Agent, is an
employee of the GA or the Company. Nothing in this Contract shall be construed
as creating the relationship of employer and employee, or partner, between the
GA or the Company and the FI, or between the GA or the Company and Assigned
Agents or other persons under contract with the FI.
     The Company and the GA each have the right to refuse business from the FI
and/or from any particular Assigned Agent in the sole discretion of the Company
or the GA. The Company and the GA are both free to exercise independent judgment
in the conduct of their business.
     The FI Agency has the right to submit business to any other Company in
their sole discretion. The FI Agency is free to exercise independent judgment in
the conduct of their business.
     The FI and the FI Agency represent and warrant to the GA and the Company
that the FI, the FI Agency, and persons under contract with them shall represent
the applicant of Company products, not the GA or the Company, for all
transactions.
     4. Authority of FI Agency: The FI Agency has no other authority than
expressly set forth herein, and no other authority may be implied from the
authority expressly granted herein. This Contract authorizes the FI Agency to:
         (a) market the GA, the Company, and the Company's Business;
         (b) solicit and secure applications for Business concurrently with an
         agent assigned by the GA;
         (c) provide service to Customers, however, it is anticipated that
         although the FI Agency is authorized to take these actions, the actions
         will actually be performed by the GA and Assigned Agents; and
        (d) contract the GA for service and sales support.

     5. Limitations of the FI's Authority: The FI understands that the FI (which
includes the FI Agency) is not authorized to do, and agrees that the FI, and
persons under contract with it, will not do, any of the following:
         (a) deliver or authorize anyone to deliver any policy issued by the
Company except in compliance with the terms and conditions of the policy

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governing such delivery, in the case of insurance, except during the lifetime of
the person for whom such insurance is proposed and while such person continues
to be acceptable for such insurance under the underwriting practices of the
Company;
         (b) act in a fiduciary capacity, unless the proper disclosure forms are
executed and provided to the Company, with respect to any Company product for
any person or persons having any interest in any policy, contract, loan, or
other agreement made by the Company or GA;
         (c) open, or authorize anyone to open, any bank accounts or other
accounts in the name of the Company or the GA;
         (d) incur any obligations in the name of or on behalf of the Company or
 the GA;
         (e) utilize any advertising or marketing materials describing or
referring to the Company or any product of the Company unless such materials
were provided by the Company, or were previously approved in writing by the
Company;
         (f) make any misrepresentation or incomplete comparison of any product
of the Company or of any product of a competitor of the Company for the purpose
of selling a product of the Company;
         (g) make, enter, alter, or discharge any policy, contract, or agreement
 on behalf of or in the name of the Company or the GA;
         (h) waive or alter any of the provisions or conditions of any policy,
contract or agreement made by the Company;
         (i) bind the Company by making any promise or by accepting any
representation or information not contained in an application;
         (j) accept risks or fix any extra premium for hazardous risks;
         (k) collect or receive any premium or installment of premium other than
the initial premium in exchange for a Company receipt and in accordance with the
rules of the Company;
         (l) extend the time for paying premiums;
         (m) accept any past due premium unless expressly authorized in writing
         by the Company; (n) bind the Company to make a loan of any kind or to
         accept any payment on a loan made by the Company; (o) alter or amend
         any papers sent or delivered to them by the Company; (p) solicit
         Business without an agent assigned by the GA.

     6.  Representations, Agreements and Undertakings of the FI (including FI
Agency):
         (a) FI Agency Licenses: The FI represents that the FI Agency holds, and
will maintain, all state and other licenses required to perform the duties and
obligations imposed by this Contract and required to receive all compensation
due pursuant to the terms of this Contract. The FI further represents that said
licenses are currently in good standing in each state or jurisdiction, and that
no licenses have ever been revoked, suspended or rescinded in any jurisdiction.
The FI represents that neither the FI, the FI Agency, nor any of their employees
are currently the subject of any disciplinary proceeding or investigation in any
state or jurisdiction and have never been fined by any insurance regulator, the
SEC, or the NASD. The FI Represents that the FI has never been convicted of any
felony. If there is any change to these representations, the FI will notify the
GA and the Company within thirty (30) days.
         (b) Training and Supervision: The FI represents that the FI Agency will
provide training and supervision for employees to ensure that employees:

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             (i) comply with all applicable banking and insurance laws and
regulations governing the sale and service of Company product;
              (ii) comply with the terms of this Contract;
              (iii) use only GA and Company approved advertising and marketing
materials for Company products; (iv) submit only applications that have been
properly completed and for which any Assigned Agent and the FI Agency have the
licenses and appointments required by the Company and by applicable laws, rules,
and regulations;
         (c) Applicable Submission:  The FI Agency will not solicit applications
without an Assigned Agent; therefore, all application submissions will be
handled by Assigned Agent and the GA.
         (d) Compliance: The FI represents that the FI, the FI Agency, Assigned
Agents, employees, and other persons under contract with the FI or the FI
Agency, will comply with all laws, regulations, and rules applicable to the
solicitation, sale, suitability, and servicing of Company products and will
comply without GA's and the Company's rules and instructions, including, but not
limited to, the Principles of Business Integrity ("PBI") as communicated in
writing to the FI Agency from time to time.
         The FI shall be responsible for ongoing compliance with banking laws
and regulations including those governing non-deposit sales.
         The FI Shall provide the Company access to review all insurance related
books and records and to review the physical locations where any insurance
activities of any sort occur to ensure compliance with all applicable laws and
regulations. The FI authorizes the Company to perform compliance and market
conduct audits.
         (e) Advertising and Marketing Materials: The FI represents that the FI
Agency, and all persons under contract with the FI Agency, will utilize only
advertising and marketing materials relating to the business underwritten by the
Company which have been provided by the GA or the Company or approved in writing
by the GA and the Company prior to their use. The FI agrees that it will not use
the GA's name or the Company's name, trademark, logo, or the name of any
affiliated company in any way or manner unless authorized in writing by the GA
and the Company. The GA agrees that it will not use the FI's name, trademarks,
or logo in any way or manner unless authorized in writing.
         Upon termination of the Contract, all advertising and sales promotion
material relating to the products to be sold under this Agreement shall be
promptly returned to the GA, or, if requested by the Company or the GA,
destroyed.
         (f) Premiums: The FI agrees other than initial premiums (as described
in Paragraph 5(k) above), no premiums may be received by the FI or any person
under contract with the FI or the FI Agency, including, but not limited to
Assigned Agents.
         (g) Books and Records: The FI agrees to ensure that all persons under
contract with the FI Agency will maintain all insurance related books and
records required by applicable laws and regulations and prudent standards of
insurance recordkeeping in connection with the offer and sale of insurance and
annuity products under this Contract. Such books and records shall be available
for inspection, examination, and audit by appropriate governmental authorities
and the GA or the Company at any and all reasonable times.
     All records and information pertaining to policyholders and individual
insureds and annuitants shall be maintained and processed with due and careful
regard for the confidentiality of such information. Records and information
pertaining to policyholders, insureds, and

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annuitants shall not be disclosed without prior written approval of the GA and
the Company or if such disclosure is expressly required by duly authorized
federal or state regulatory authorities.
         (h) Investigations, Customer Complaints, and Litigation: The FI agrees
to cooperate fully in any regulatory investigation, inquiry, inspection, or
proceedings or in any judicial proceeding arising in connection with the
products sold or attempted to be sold by the FI Agency or any person under
contract with the FI Agency. The FI agrees to cooperate with the GA and the
Company in resolving all customer complaints involving the FI, the FI Agency, or
any persons under contract with the FI Agency, with respect to the insurance and
annuity products sold under this Contract.
     Without limiting the foregoing, the FI agrees to promptly notify the GA and
the Company of any customer complaint or notice of any regulatory inspection,
inquiry, investigation, or proceeding, or judicial proceeding of which the FI
becomes aware in connection with any transaction covered by this Contract. Any
complaint letter or inquiry shall be forwarded immediately to the GA and to the
Company's Customer Relations Department for handling.
         (i) Bond and Professional Liability Insurance:  The FI Agency will
acquire and maintain a fidelity bond and professional liability insurance
satisfactory to the GA and the Company.
         (j) No Change to Contracts: Unless the Company shall agree otherwise in
writing, no change in, modification of, amendment to or waiver of the provisions
of any contract form provided to the FI for entering into contracts shall affect
the rights or obligations of the Company hereunder.
         (k) No Change in the FI's Authority: The FI Agency shall have only such
other authority as may be specifically granted in writing by the GA or an
authorized officer of the Company from time to time, including authority over
any matter involving the use of the GA or the Company name by the FI.
         (l) Policy Returns: All undelivered policies must be returned to the GA
as required by the instructions and/or any rules and regulations of the GA or
the Company. The FI agrees that the request to return a policy, or the
cancellation of a policy, or the Company's return of any premium or premiums on
a policy shall not give rise to any right of action on the part of the FI
against the GA or the Company.
         (m) No Continuing Obligations to Submit/Issue Business: Acceptance of
an application submitted by the FI Agency hereunder shall not in any way
obligated the GA or the Company to accept any further applications submitted by
the FI Agency, nor is the FI Agency obligated to submit to the GA or the Company
any applications for insurance secured by the FI Agency. Referral of a Customer
to the GA shall not obligate the FI Agency to refer future Customers to the GA,
or require the GA to solicit and service future Customers of the FI Agency.
         (n) The FI Agency shall promote and encourage the sale and purchase of
the Company's products to Customers of the FI. This shall be accomplished
through recommendation of the Company, and endorsement by the appropriately
licensed and authorized employees of the FI Agency, of the Company products
through promotional material sent to the FI Customers, seminars for Customers,
and other means at the sole discretion of the FI.
         (o) Customer Confidentiality:
                  (i) The FI agrees to keep and hold confidential any and all
customer information provided to the FI, except to the extent the use or release
of such information to employees of the FI Agency or the Assigned Agents shall
be necessary to properly service any product issued in

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connection with the other provisions of this Contract. In no event will the FI
release any such information to its sales force, any other agent, mailing list
company or to any other individual or organization where the FI has reason to
know or suspect that the information so released will be used for marketing or
solicitation purposes.
                  (ii) The FI agrees that the GA or the Company may seek
injunctive or other appropriate equitable relief for a breach or threatened
breach of this paragraph.
                  (iii) The FI agrees that if the relationship between the FI
and the Customer is terminated, or if the Customer requests, the GA and the
Company shall no longer be subject to the Customer Confidentiality restrictions.
The GA or the Company may rely on a written statement by the FI or by the
Customer to confirm that the relationship between the FI and the Customer is
terminated or that the Customer wishes to work with a party other than the FI.
                  (iv) Information is not Confidential if it (a) is now, or
hereafter becomes, through no act or failure to act by the FI, generally known
or available to the public; (b) is rightfully known by the FI at the time of
receiving such information; (c) is furnished to others without restriction; (d)
is hereafter rightfully furnished to the FI by a third party without, to the
best knowledge of the FI, any breach of any confidentiality obligation; (e) is
independently developed by the FI without any breach of this Contract; or (f) is
required to be disclosed by the FI by judicial action or Customer authorization.

      7. Representations, Agreements, and Undertakings of the GA:
         (a) Customer Confidentiality:
                  (i) The Company and the GA agree to keep and hold confidential
any and all Customer information submitted by the FI Agency, except to the
extent the use or release of such information to employees of the GA or Company
shall be necessary to properly service any product issued in connection with the
other provisions of this Contract. In no event will the GA or the Company
release any such information to other members of the GA's sales force, any other
agent, mailing list company or to any other individual or organization where the
GA or the Company has reason to know or suspect that the information so released
will be used for marketing or solicitation purposes unless said Customer is a
Company policyholder or insured unrelated to this Contract.
                  (ii) The GA and the Company acknowledge that applicants for
Company products are Customers of the FI and that information regarding those
clients, including, but not limited to, name, address and telephone numbers, is
owned by the FI and provided to the GA solely in connection with the
solicitation of applications for the Company's products and the issuance of said
products by the Company, unless said Customer is a Company policyholder or
insured unrelated to this Contract.
                  (iii) The GA and the Company agree the FI may seek injunctive
or other appropriate equitable relief for a breach or threatened breach of this
paragraph.
                  (iv) The FI agrees that if the relationship between the FI and
the Customer is terminated, or if the Customer requests, the GA and the Company
shall no longer be subject to the Customer Confidentiality restrictions. The GA
or the Company may rely on a written statement by the FI or by the Customer to
confirm that the relationship between the FI and the Customer is terminated or
that the Customer wishes to work with a party other than the FI.
                  (v)  Information is not Confidential if it (a) is now,
or hereafter becomes, through no act or failure to act by the GA or the Company,
generally known or available to the public; (b) is rightfully known by the GA or
the Company at the time of receiving such

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information from the FI; (c) is furnished to others by the FI without
restriction; (d) is hereafter rightfully furnished to the GA or the Company by a
third party without, to the best knowledge of the GA or the Company, any breach
of any confidentiality obligation to the FI; (e) is independently developed by
the GA or the Company without any breach of this Contract; or (f) is required to
be disclosed by the GA or the Company by judicial action or Customer
authorization.
                  (vi)  Information obtained by the GA or the Company in
regard to policies issued by the Company shall remain the property of the GA and
the Company.
                  (vii)  This section shall not prohibit the GA or the
Company from providing normal servicing and mass marketing materials to the
Customers which are provided to all policyholders of the Company or the GA.
         (b)  Solicitation and Service Support: (i) The GA shall assign
insurance agents to the FI Agency ("Assigned Agents") and notify the FI Agency
of such assignment; (ii) the Assigned Agents shall agree to provide priority
service to the FI Customers; (iii) the GA will assure that the Assigned Agents
assigned by the GA identify themselves to potential Customers as insurance
agents of the Company in written and verbal presentations, including marketing
material; (iv) the GA or the Assigned Agents shall provide sales and marketing
support through the Company and the GA, including the processing of product
applications; (v) the GA or the Assigned Agents shall prepare product proposals
for the FI's Customers; (vi) the GA or the Assigned Agents shall provide
motivation and promotion through training seminars and meetings with the FI's
employees and Customers of the FI at the request of the FI; (vii) the GA or the
Assigned Agents shall develop sales and marketing ideas and case design
assistance for Customers of the FI; (viii) the GA or the Assigned Agents shall
respond to questions from the FI and Customers on product underwriting and
marketing; and (ix) the GA or the Assigned Agents shall provide sales and
marketing training to the FI Agency regarding the products offered by the
Company.
         (c)  Continued Obligations to Provide FI Agency with Information:
In the event of termination of the Contract, with or without cause, the GA and
the Company agree to continue to provide the FI Agency with policy information
for each and every policy placed with the Company by the FI Agency in the same
manner that they each had provided during the time the Contract was in force.
This provision is intended to allow the FI Agency, notwithstanding the fact that
the Contract may have been terminated, to satisfactorily service its Customers'
broader financial needs and continuing relationship. The FI agrees that if the
relationship between the Customer and the FI is terminated, the GA and the
Company shall no longer be obligated to provide information to the FI Agency
pursuant to this paragraph. The GA and the Company may rely on a written
statement by the FI or by the Customer to confirm that the relationship between
the FI and the Customer is terminated. The Company may take appropriate action
to continue to service Business in the event of Contract termination.
         (d)  Books and Records: The GA agrees to maintain all books and
records required by applicable laws and regulations and prudent standards of
insurance recordkeeping in connection with the offer and sale of insurance and
annuity products under this Contract. Such books and records shall be available
for inspection, examination, and audit by appropriate governmental authorities
and the FI at any and all reasonable times.
         All records and information pertaining to policyholders and individual
insureds and annuitants shall be maintained and processed with due and careful
regard for the confidentiality of such information. Records and information
pertaining to policyholders, insureds, and

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annuitants shall not be disclosed without prior written approval of the FI or
unless such disclosure is expressly required by duly authorized federal or state
regulatory authorities or a properly executed authorization from the Customer.
         (e)  Assigned Agents: The GA and the Company agree that all
Assigned Agents involved in insurance transactions under this Contract hold and
will maintain all state and other licenses required to perform the duties and
obligations required by this Contract. The GA and the Company will ensure that
said licenses are currently in good standing in each state or jurisdiction, and
that no licenses have ever been revoked, suspended or rescinded in any
jurisdiction, and that no licenses have ever been revoked, suspended or
rescinded in any jurisdiction. If there is any change to these representations,
the GA and the Company will notify the FI within (30) days. The GA and the
Company will ensure that background checks are conducted to ensure that Assigned
Agents soliciting applications under this Contract (i) are not the subject of
any disciplinary proceeding or investigation in any state or jurisdiction and
(ii) have not been fined or disciplined by any insurance regulatory agency, the
SEC, or the NASD, or convicted of any felony.
         The GA and the Company agree that they will process all insurance
licenses and appointments in accordance with their standard procedures. The FI
agrees that the GA and the Company may, in their sole discretion, refuse,
terminate or discontinue any such license or appointment, with or without notice
or cause.

                                  COMPENSATION

         8.  Ordinary Business Commissions: Subject to the provisions of
this Contract, on premiums duly paid to the Company on Ordinary Business secured
hereunder, the Company and/or the GA will allow the properly licensed party
designated by the FI Agency all commissions, fees and credits payable by the
Company at rates applicable to the FI Agency under contract with the GA and the
Company in accordance with the Schedule of Compensation published by the Company
for the FI Agency, or such other form, schedule, or bulletin published by the
Company which is intended to replace, substitute for, amend or supplement the
current Schedule, in whole or in part, for compensation to the FI Agency, and
which is in effect when such business is secured.
         All of the terms, requirements, and conditions contained in Commission
Schedules published by the Company for Ordinary Business are hereby incorporated
by reference and remain subject to change at the sole discretion of the Company.

         9.  Group Business Commissions: Subject to the provisions of
this Contract, on premiums duly paid to the Company on Group Business submitted
hereunder, the GA and/or the Company will allow the FI Agency commissions and
other compensation set forth in the Company's published FI Agency's Group
Management Compensation Schedules, General Provisions Regarding Group
Compensation, Group Pension Management Schedules, or any other form, schedule or
bulletin published by the Company in effect when such Business is secured which
is intended to replace, substitute for, amend, or supplement current schedules,
in whole or in part, for Group Business. On all other Group Business, the
commissions which the Company will allow the FI Agency will be determined in
each case by a Single Case Commission Agreement entered into between the FI
Agency, the GA, and the Company.

         All of the terms, requirements and conditions contained in Compensation
Schedules published by the Company for Group Business are hereby incorporated by
reference and remain subject to change at the sole discretion of the Company.

         10.  Changes in Compensation: The Company has the right to change
from time to time the schedules or provisions for compensation which are or may
become part of this Contract. If the Company shall reduce the number or rate of
commissions, a corresponding reduction shall automatically be operative as to
commissions payable under this contract. Copies of such changes shall be
published by the Company and forwarded by the GA to the FI and shall be only to
business submitted and paid for after the effective date of such change. No
compensation shall be allowed if prohibited by law or by ruling or regulation of
any governmental body or agency. Compensation shall remain vested and payable to
the FI Agency after termination of this Contract (providing the FI Agency
remains legally authorized to receive said compensation).

         11.  Accrual of Compensation: All compensation provided herein,
by whatever name called, shall be payable only as the premiums on which it is
based are paid to the Company, unless otherwise provided by the written rules of
the Company. Compensation will be allowed hereunder only on policies issued by
the Company and accepted by the applicant. The Company, in its discretion, may
refuse to issue a policy. The refusal of the Company to issue or amend a policy
shall not give the FI or any person under contract with the FI any claim or
right against the GA or the Company.

         12.  Payment of Compensation after Termination: Upon termination
of this Contract, the GA, or the Company if the Contract is terminated as a
result of the termination of the relationship between the GA and the Company, is
authorized to pay any persons under contract with the FI Agency any compensation
which may be due or thereafter become due in accordance with the terms of the
copies of such contracts and any amendments thereto on file at the Home Office
of the Company and to offset any compensation so paid against any compensation
payable to the FI Agency under the provisions of this Contract.

         13.  Refunding of Compensation: If the Company shall refund any
premium on any policy issued on an application secured by the FI or any person
under contract with the FI Agency, the FI shall repay the GA or the Company or
demand any compensation received on such premium. The Company alone shall
determine the appropriateness of a refund of premium on any policy it issues,
and its determination shall be binding on the FI and on any person under
contract with the FI. Any compensation allowed under the rules of the Company on
any premium not paid to the Company shall be repaid to the GA or the Company on
demand. Until repaid in full, the amount of such compensation shall constitute
an obligation of the FI to the GA or the Company if the Contract between the GA
and the Company is terminated.

         14.   Compensation Defined by Right of Offset: All compensation
which is or may be allowed under this Contract is subject to the right of the GA
to receive an apply such amount on account of all obligations and liabilities of
the FI to the GA, whether arising out of this Contract or otherwise, and on
account of all liabilities, damages, costs or expenses which the GA may sustain
or be liable for by reason of any act of failure to act on the part of the FI or
on the part of persons in the employ of or under contract with the FI. If this
Contract is terminated by reason of the termination of the Contract between the
GA and the Company, the FI agrees that the Company shall have the same rights
under this paragraph as the GA had before the termination of this Contract.

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                               GENERAL PROVISIONS

         15.  Assignment: Any assignment made by the FI of this Contract
or of any claims or rights accrued or to accrue hereunder shall be void unless
assented to in writing by the GA and the Company. Any assignment with the assent
of the GA and the Company shall be subject to the prior rights of the GA and the
Company under this Contract.

         16.  Indemnification: The GA and the Company hereby agree to
indemnify and hold harmless the FI and each of the FI's employees and person
under contract with the FI against any losses, expenses (including reasonable
attorneys' fees and court costs), damages or liabilities to which the FI, its
employees or persons under contract with the FI become subject, insofar as such
losses, expenses, damages or liabilities (or actions in respect thereof) arise
out of or are based upon the GA's or the Company's performance, non-performance
or breach of this Agreement, or are based upon any untrue statement contained
in, or material omission from, a product issued by the Company.

                  The FI shall indemnify and hold harmless the GA and the
Company, their employees and representatives, from and against all manner of
actions, suits, damages, losses, liabilities, judgments, settlements, costs and
expenses of any nature whatsoever (including reasonable attorneys' fees and
court costs), or causes of action, asserted or brought by anyone, resulting or
arising out of or based upon an allegation or finding of (i) any act or omission
of the FI, or any person under contract with the FI, in connection with the
offer or sale of any product; (ii) any misrepresentation, breach of warranty or
failure to fulfill any covenant, warranty, or obligation made or undertaken by
the FI, or any person under contract with the FI, hereunder; (iii) any breach of
this Contract; (iv) any breach of any federal or state law or regulation,
including, but not limited to, those concerning the distribution of products by
financial institutions.

         17.  Non-Hiring Provision: The GA agrees not to solicit the
employment of or hire any executive of the FI without the written consent of the
FI while the Contract is in effect and for a period of two (2) years after the
termination of this Contract. The FI agrees not to solicit the employment of or
to hire any employee or independent contractor of the GA or the Company
(including General Agents and Agents) without the written consent of the Company
and the GA while the Contract is in effect and for a period of two (2) years
after the termination of this Contract.

                       PROVISIONS RELATING TO THE CONTRACT

         18. Forbearance Not a Waiver:  No act or forbearance of failure by the
GA or the Company to insist upon prompt performance by the FI on any condition
of this Contract, either express or implied, shall be construed as a waiver by
the GA or the Company of any of their rights hereunder.

         19. Entire Agreement, Amendment of Modification: The provisions
of this Contract constitute the entire agreement between the parties with regard
to all matters herein and all other matters ordinarily found in such a contract.
No other written or oral agreements, conditions or representations have been
made, expressed or implied, in connection with the Contract. Unless required by
law, this Contract may be amended or modified in whole or in part only by a
writing signed by both parties. Compensation schedules may be modified by the
Company in its sole discretion.

         20.  Applicable Law:  This Contract will be governed by and construed
under the laws of the Commonwealth of Massachusetts. The Contract will bind the
heirs, executors and administrators and assigns of the FI and the successors and
assigns of the GA and the Company.

         21.  Arbitration: All disputes or claims arising out of this
Contract are exclusively subject to arbitration under the rules of either the
American Arbitration Association ("AAA") or the National Association of
Securities Dealers Regulation, Inc. ("NASDR"), whichever the parties shall agree
upon, whose decision shall be binding on the parties to this Agreement. The
parties agree that they will each use their best efforts to attempt to resolve
the dispute through mediation services provided by the AAA or NASDR before
utilizing arbitration. Each party shall be responsible for its own attorneys'
fees and costs.

         Termination:  This Contract shall terminate, with or without cause,
upon the earlier of-

(a)   Written Agreement of the parties; or
(b)   Date of mailing of written notice of termination by either party to
      the other party, such notice being mailed to the last known post office
      address; or
(c)   Death or dissolution of either party; or
(d)   Material breach of this Contract; or
(e)   Suspension, revocation, cancellation or rescission of any state insurance
      license or NASD license or registration of the FL; or
(f)   On the date the FL, or any subsidiary or affiliate of the FI that is a
      party to the Contract, declares or is declared bankrupt, whichever event
      occurs first; or
(g)   On the date the Contract between the GA and the Company is terminated for
      any reason whatsoever.
     Neither in the notice of termination nor at any other time shall the party
terminating the Contract be required to give any reason or cause for
termination, it being the agreement of the parties that this Contract may be
terminated at will by the other, with or without cause.

        Both parties agree that this Contract may be terminated at will.

23.  Captions:  The paragraph captions within this Contract are for convenience
     only.  Captions have not meaning or interpretation of any provision of this
     Contract.

24.  Severability:  In the event that any provision of this Contract is
     judicially determined to be enforceable or invalid, such a determination
     shall have no effect on the remaining provisions hereof.

25.  Effective Date:  This Contract shall be effective as of December 1, 2000,
     and shall supersede all previous contracts between the parties authorizing
     the solicitation or submission of applications for Business.

         IN WITNESS WHEREOF, The parties hereto have executed this Contract in
triplicate, the day and year first above written.

                             Financial Institution


                             CESTATEE BANCSHARES. INC.
                             -----------------------------------

                             By (Print Name): /s/ Philip Hester
                             Philip Hester
                             -------------------------------------------

                             Its (Print Title):
                             President & CEO
                             -------------------------------------------

                             Attach List of Insurance Subsidiaries and
                             Affiliates on Exhibit A

                             GENERAL AGENT

                             /s/ Stephen Squires
                             -------------------------------------------

                             Print Name:
                             Stephen Squires
                             -------------------------------------------

                      [Contract and Signatures Continue on Next Page]


<PAGE>


                             Massachusetts Mutual Life Insurance Company



                             /s/ Edward D. Yarman
                             -------------------------------------------
                             AGENCY SECRETARY



                             MML Bay State Life Insurance Company



                             /s/ Edward D. Yarman
                             -------------------------------------------
                             AGENCY SECRETARY



                             C.M. Life Insurance Company



                             /s/ Edward D. Yarman
                             -------------------------------------------
                             AGENCY SECRETARY

                     [Contract Continues on Next Page]


<PAGE>


Name of Financial Institution:                       Chestatee Bancshares, Inc.
                                            ------------------------------------

Address of Financial Institution:                    6639 Highway 53 East
                                            ------------------------------------

                                                     Dawsonville, GA  30534
                                            ------------------------------------



Contact Person at Financial Institution:             Philip Hester
                                            ------------------------------------

Phone Number of Contact Person at Financial Institution:       706-216-2265
                                                          ----------------------

Tax Identification Number:                                    58 253 5333
                                            ------------------------------------


[Check Applicable Item Below]


____  FinancialInstitution has Insurance licenses in all states where its
      registered representatives will be offering Products.

____  FinancialInstitution has no insurance licenses and will offer the Products
      through the insurance agencies listed on Schedule C.

____  FinancialInstitution has insurance licenses in the states listed below and
      will offer the Products in other states through the insurance agencies
      listed on the Schedule C. (List state(s) where Financial Institution
      has insurance licenses).



<PAGE>
             Amendment to the Career Agency System Banking Contract


         The undersigned parties to the Career Agency System Banking Contract
dated the 1st day of December, 2000, do hereby agree to the following Contract
amendment:

         Section 16, second paragraph, shall be amended to read as follows:

         "The FI shall indemnify and hold harmless the GA and the Company, their
         employees and representatives, from and against all manner of actions,
         suits, damages, losses, liabilities, judgments, settlements, costs and
         expenses of any nature whatsoever (including reasonable attorney's fees
         and court costs), or causes of action, asserted or brought by anyone,
         resulting or arising out of or finding of (i) any act or omission of
         the FI, its employees or any independent contractor of the FI, in
         connection with the offer or sale of any product; (ii) any
         misrepresentation, breach of warranty or failure to fulfill any
         covenant, warranty, or obligation made or undertaken by the FI, its
         employees or any independent contractor of the FI, hereunder, (iii) any
         breach of this Contract; (iv) any breach or violation of any of the
         policies communicated by the Company to the FI in writing; or (v) any
         material breach of any federal or state law or regulation, including,
         but not limited to, those concerning the distribution of products by
         financial institutions."

         The parties hereto have executed this Amendment to the Career Agency
System Banking Contract effective as of the 1st day of December, 2000.


Financial Institution                            Financial Institution Agency
CHESTATEE BANCSHARES, INC.

/s/ Philip Hester
------------------------------------             ----------------------------

Its:     President & CEO                    Its:
     -------------------------------             ----------------------------


General Agent


/s/ Stephen Squires
-------------------

                       [Signatures Continue on Next Page]


<PAGE>
Massachusetts Mutual Life Insurance Company


/s/ Edward D. Yarman
------------------------------------
AGENCY SECRETARY



C.M. Life Insurance Company


/s/ Edward D. Yarman
------------------------------------
AGENCY SECRETARY



MML Baystate Life Insurance Company


/s/ Edward D. Yarman
------------------------------------
AGENCY SECRETARY