LEASE AGREEMENT

         THIS  LEASE  AGREEMENT,  made this 1st day of  November,  2000,  by and
between BDR PROPERTIES, LLC, ("Lessor"), and CHESTATEE STATE BANK, ("Lessee"),

                                   WITNESSETH:

                                    ARTICLE 1
                                    PREMISES

         Lessor,  for and in consideration of the rents,  covenants,  agreements
and stipulations  hereinafter mentioned,  reserved,  and contained,  to be paid,
kept and  performed  by  Lessee,  Lessor has  leased  and  rented,  and by these
presents does lease and rent, unto Lessee, and Lessee hereby agrees to lease and
take upon the terms and  conditions  which  hereinafter  appear,  the  following
described premises ("Premises") to wit: Two Thousand (2000) square feet of space
known as Suite 120, The Hockenbull  Building,  86 Highway 53 West,  Dawsonville,
Georgia,  more  particularly  described on Exhibit "A" attached and incorporated
herein by reference.

         No easement for light or air is included in the Premises.

                                    ARTICLE 2
                                      TERM

1. The initial term (Initial Term) of this Lease and the Tenant's  obligation to
pay "Rent" (as hereinafter  defined) shall be Three (3) years and shall commence
on November 1, 2000  ("Commencement  Date"),  and shall expire October 31, 2003.
The term  "Lease  Year"  shall  mean a period of twelve  (12)  consecutive  full
calendar months.  The first Lease Year shall begin on the first day of the first
calendar month  following the  Commencement  Date, if such date is not the first
day of the month.  The rental at the beginning of each Lease Year shall increase
by 5%.

2. It is agreed and understood that if Lessor is unable to deliver possession of
the Premises to Lessee at the  Commencement  Date,  as provided in this Article,
because the Premises are not ready for occupancy by Lessee,  Lessor shall not be
liable to Lessee for damages and the term of this Lease shall not be affected by
such delay.  Lessor shall use all reasonable  diligence to deliver possession of
the Premises to Lessee on or before the  Commencement  Date. If lessee is not in
possession of the Premises due solely to Lessor's failure to deliver the same to
Lessee, then Lessee shall not owe any Rent for the period of time that Lessee is
not in possession.

3. In the event that Lessor shall permit Lessee to occupy the Premises  prior to
the Commencement Date, such occupancy shall be subject to all provisions of this
Lease,  including,  without  limitation,  the obligation to pay Rent. Said early
possession shall not advance the termination date of this Lease.

4. Lessee  shall have the option to renew this lease for one (1) year at the end
of the original term with a 5% increase in Rent.

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                                    ARTICLE 3
                                     Rental

1. All payments of money due  hereunder,  of any kind or nature,  from Lessee to
Lessor,  are rental  payments under this Lease.  Rental payments for the term of
this lease shall be as follows:

Year 1:       $11.00 per square foot per year - $1833.33 each month.
Year 2:       $12.00 per square foot per year - $2000.00 each month.
Year 3:       $13.00 per square foot per year - $2766.67 each month.

         Lessee shall pay to Lessor these rental  payments,  in advance,  on the
first day of each month, at Lessor's  offices as stipulated  herein,  or at such
location as Lessor shall designate in writing.

In the event the  effective  date of this Lease is not the first day of a month,
the first monthly payment of Base Rent shall be due and payable on the effective
date of this Lease  covering the period from the effective  date until the first
day of the next month,  said amount being  prorated on a daily basis.  All other
payments due the Lessor  hereunder are  hereinafter  referred to as  "Additional
Rent",  including but not limited to, utilities,  common area maintenance,  real
estate  taxes  and  insurance.  The term  "Rent"  shall  mean all Base  Rent and
Additional Rent. Lessee shall make all Rent payments to:

                                    BDR Properties, LLC
                                    Chestatee Center, Suite 210
                                    75 Elliott Road
                                    Dawsonville, Georgia  30534

Lessee shall not have authority to pay the Rent due hereunder to any party other
than Lessor.

2. Any  installment of Rent which is not paid when due shall be subject to a ten
percent (10%) late charge and any such charge or money obligation, including all
expenses incurred by Lessor in collecting such charge or money obligation, shall
be  Additional  Rent  hereunder.  In the event any check for Rent from Lessee is
dishonored by the drawee bank,  Lessee agrees to pay Lessor $25.00 as a handling
charge and, if appropriate,  the late charge.  Returned checks shall be redeemed
by cashier's  check,  certified check or money order. In the event more than one
check for Rent is returned or dishonored,  Lessee agrees to pay all future rents
and charges hereunder by cashier's check, certified check or money order.

                                    ARTICLE 4
                                SECURITY DEPOSIT

         Lessee shall deposit with Lessor,  upon  execution  hereof,  the sum of
$0.00 Dollars,  ("Deposit"),  as security for Lessee's  faithful  performance of
Lessee's  obligations  hereunder.  If Lessee fails to pay any Rent, or otherwise
defaults with respect to any provision of this Lease,  Lessor may use,  apply or
retain all of any  portion of said  Deposit for the payment of any Rent or other

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charge in default or for the payment of any other sum to which Lessor may become
obligated by reasons of Lessee's  default,  or to compensate Lessor for any loss
or damage which  Lessor for any loss or damage which Lessor may suffer  thereby.
If all or any  portion of said  Deposit  is applied in any of the above  manners
during the term of this Lease, Lessee shall pay Lessor,  within five (5) days of
written  demand  from  Lessor,  the total  amount of said  Deposit so applied by
Lessor.  However,  in no way shall the Deposit constitute  liquidated damages to
Lessor or a limit to the liability of Lessee hereunder.  If Lessor transfers fee
title to the Premises, or there is any termination of Lessor's interest therein,
in whole or in part,  Lessor may pay over any unapplied  part of said Deposit to
the  succeeding  owner of the Premises and from and after such  payment,  lessor
shall be relieved of all liability with respect thereto.

                                    ARTICLE 5
                                    UTILITIES

         Lessee  shall pay all  bills for  utilities  which are  metered  to the
Premises,  including,  but not limited to water, sewer, gas, electricity,  fuel,
light and heat bills, and all charges for garbage  collection  services or other
sanitary or janitorial services rendered to the Premises.  Lessee shall also pay
a pro rata share of utility bills and charges  specified in Article 10. Lessee's
prorated  share of said expenses  shall be based on the percentage of floor area
in the  Premises  as  compared  to the total  floor area in the  "Building"  (as
hereinafter defined) ("Pro Rata Share").  Lessor shall in no event be liable for
any  interruption  or failure  of utility  services  on the  Premises.  Terms of
payment  for  utility  and other  charges  are  subject to terms as  outlined in
Article 3 and Exhibit "__" of this Lease.

                                    ARTICLE 6
                           USE OF THE LEASED PREMISES

1. The Premises  shall be used for office  purposes  and no other.  The Premises
shall not be used for any  illegal  purposes;  nor in any  manner to create  any
nuisance or trespass; nor in any manner to vitiate the insurance or increase the
rate of  insurance  on the  Premises;  nor in an manner  which will cause  waste
damage or injury to the  Premises  or  Building;  nor in any  manner  which will
violate any  restrictions  or protective  covenants  affecting land of which the
Premises are a part.

2. Lessee agrees that its occupancy shall not be detrimental to other tenants by
reason  of  odor,  smoke,  dust,  gas,  noise  or  vibration,  or any  offensive
activities.

3. No storage  containers  may be located in any common area or area outside the
building in which the Premises are located.  The Premises  shall not be used (i)
to store,  generate  or deposit  (A) toxic  waste,  medical  waste or  hazardous
materials,  as these terms are defined in  applicable  local,  state and federal
laws,  rules,  regulations,  codes and ordinances,  including but not limited to
CERLIA and RELRA; (B) PLBS, or (C) any petroleum products, or (ii) as a location
for storage tanks or containers.

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                                    ARTICLE 7
                                   ABANDONMENT

         Lessee agrees not to abandon or vacate the Premises  during the term of
this Lease and agrees to use the  Premises  for the  purposes  herein  described
until the expiration of the term hereof.

                                    ARTICLE 8
                                REPAIRS BY LESSOR

1. Lessor agrees to keep in good repair the roof, foundations and exterior walls
of the  Premises  (exclusive  of all  glass  and all  exterior  doors),  and the
underground  utility and sewer pipes outside the exterior walls for the building
of which  the  Premises  are a part (the  "Building"),  except  repair  rendered
necessary  by the  negligence  or action of Lessee,  its agents,  employees,  or
invitees.  Lessor gives to Lessee  exclusive  control of the Premises and Lessor
shall be under no  obligation  to inspect the  Premises.  Lessee shall  promptly
report in writing to Lessor any defective  condition known to it which Lessor is
required  to repair,  and failure to so report  such  defects  shall make Lessee
responsible  to Lessor for any  liability  incurred  by lessor by reason of such
defects.  Lessor's liability with respect to any defects, repairs or maintenance
for which Lessor is responsible  under any of the provisions of this lease shall
be limited  to the cost of such  repairs  or  maintenance  or the curing of such
defect.  Lessor shall have the right, but not the duty, to enter the Premises at
any time in order to examine  the  Premises  or to make such  repair as required
therein or which Lessor may deem necessary for the safety of, or preservation of
the Premises or of the Building.  Nothing  contained in this Lease shall require
Lessor to make any repairs for damages  caused by Lessee and Lessee  shall cause
such repairs to be made at its expense.

2.  The air  conditioning  and  heating  system  is  accepted  by  Lessee  as in
satisfactory  operating  condition  at the date of  occupancy,  and Lessee shall
maintain said system in good operating  condition  during the term of this Lease
and any extension thereof.

                                    ARTICLE 9
                                REPAIRS BY LESSEE

1. Lessee  shall at its own cost and expense  keep and maintain all parts of the
premises (except those for which Lessor is expressly responsible under the terms
of this Lease) in good  condition,  promptly  making all  necessary  repairs and
replacements,  including  but not limited to,  windows,  glass and plate  glass,
doors,  any special  office entry,  interior  walls and finish work,  floors and
floor  covering,  plumbing  work and fixtures,  termite and pest  extermination,
regular removal of trash and debris,  and to keep the whole of the Premises in a
clean and  sanitary  condition.  Lessee  agrees to keep  sufficient  heat in the
Premises to keep the pipes from freezing. Should any portion of said Building be
damaged  through the fault or negligence of the Lessee,  its agents,  employees,
contractors,  invitees or customers or vandalism,  malicious mischief, attempted
or actual theft or illegal entry,  then the Lessee agrees to promptly repair the
same.

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2.  The air  conditioning  and  heating  system  is  accepted  by  Lessee  as in
satisfactory  operating  condition  at the date of  occupancy,  and Lessee shall
maintain said system in good operating  condition  during the term of this Lease
and any extension thereof.

3.  Lessee  shall not damage any  demising  wall or disturb  the  integrity  and
support  provided by any demising wall and shall,  at its sole cost and expense,
promptly  repair any damage or injury to any  demising  wall caused by Lessee or
its employees, agents or invitees.

                                   ARTICLE 10
                                  COMMON AREAS

1. The Premises constitute a portion of a multiple occupancy building.  It shall
be Lessor's obligation to provide and care for the area surrounding the Building
(hereinafter "Common Area"), provided, however, that Lessee shall contribute its
Pro Rata Share of the expenses for the care for the Common Area,  including  but
not limited to, ad valorem taxes,  hazard insurance on the Building,  management
fees, the mowing of grass, care of shrubs,  general landscaping,  maintenance of
parking areas,  driveways and alleys,  elevators,  lobbies,  stairs,  entrances,
exits, sidewalks,  roadways,  lighting, legal expenses incident to the operation
of the Building (but  excluding any leasing or financing  legal fees),  repairs,
garbage  and waste  removal,  and all other  charges not  classified  as capital
expenditures;  provided,  however,  that Lessor  shall have the right to require
Lessee to pay such other  reasonable  proportion of said mowing,  shrub care and
general landscaping costs as may be determined by Lessor in its sole discretion;
and  further  provided  that if  Lessee or any  other  particular  tenant of the
Building can be clearly  identified as being  responsible for specific damage or
cost to or in the Common Area then  Lessee,  if Lessee is  responsible,  or such
other  responsible  Lessee,  shall pay the entire cost  thereof,  upon demand as
Additional  Rent.  Lessee shall pay when due its Pro Rata Share,  determined  as
aforesaid,  of such  costs and  expenses  along  with the other  tenants  of the
Building to Lessor upon demand,  as Additional Rent, for the amount of its share
as aforesaid of such costs and expenses in the event Lessor elects to perform or
cause to be  performed  such  work.  Lessee's  share of said  expenses  shall be
Additional  Rent  hereunder and shall be due as provided in Exhibit "B".  Lessee
shall keep the whole of the  Premises,  Building  and Common Area in a clean and
sanitary  condition  free of any  trash,  scraps or any  material  and  products
pertaining to its business. No area outside the Premises shall be used by Lessee
for storage without Lessor's prior written approval.

2. All  drives,  streets,  paved  areas and walks are for the  common use of all
tenants of the Building and are a part of the Common Area.  Lessor  reserves the
right to  impose,  from  time to time,  and  Lessee  hereby  agrees  to abide by
regulations  on parking and other uses of the Common Area.  In addition,  Lessor
reserves  the right to  change,  amend or modify  the  Common  Areas and the use
thereof  in the  discretion  of  Lessor.  Lessor  shall not be  responsible  for
enforcing Lessee's parking rights against any third parties.

                                   ARTICLE 11
                                   ALTERATIONS

1.  Lessee  shall  not  make or  cause  to be  made  any  material  alterations,
additions,  changes or  improvements  to the Premises  without the prior written
consent of Lessor. In the event lessor approves any such alterations, additions,

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changes or improvements to the premises, such alterations, additions, changes or
improvements  will be performed at the sole expense of Lessee.  Unless otherwise
agreed  upon in writing by lessor,  at the  termination  of this  Lease,  Lessee
shall, if Lessor so elects,  remove all  alterations,  additions or improvements
erected by lessee and restore the Premises to their original condition. All such
removals and restorations shall be accomplished in a good workmanlike manner and
shall conform with the general quality and style of the Building. If Lessor does
not elect to have Lessee  make such  removals,  all  alterations,  additions  or
improvements made in or upon the Premises,  either by Lessee or Lessor, shall be
Lessor's  property and shall remain upon the premises at the  termination of the
term of this  Lease,  by  lapse of time or  otherwise  without  compensation  to
Lessee.

2. Lessee shall keep the Premises free of any mechanic's lien or encumbrance due
to Lessee's alterations,  additions, removals or improvements.  Lessee agrees to
indemnify and hold Lessor or its assigns  harmless from any liability  resulting
from all  alterations,  additions,  changes  or  improvements  performed  on the
Premises at the instance of Lessee.

3. Neither Lessee, nor any agent,  employee or independent  contractor of Lessee
shall, under any circumstances,  puncture, cut tear or create any opening in the
roof, foundation or exterior wall structures for any reason, either by intent or
accident.  If the same occurs,  Lessee shall be  responsible  for the  immediate
total cost and repair to place the  structure  back to its  original  condition.
Lessee  shall  commerce  repair  within  five (5) days of said  damage and shall
thereafter   diligently  and   continuously   proceed  with  such  repair  until
completion.  In the event said repair is not so commenced and completed,  Lessor
may, but is not  obligated  to, enter the Premises and conduct or complete  said
repair at Lessee's sole cost. Any expense so incurred by Lessor shall constitute
Additional  Rent  hereunder and be due and payable  within  fifteen (15) days of
receipt of a notice from Lessor as to the amount of said expense.

                                   ARTICLE 12
                                    INSURANCE

1.  Lessee  shall  carry fire and  extended  coverage  insurance,  insuring  its
interest in Lessee's  improvement in the Premises and its interest in its office
furniture,   equipment,  supplies,  inventory,  fixture  and  personal  property
therein.  Such insurance will not be terminated or cancelled without thirty (30)
days  prior  written  notice to Lessor by the  carrier  of such  insurance.  The
carrier  of  such  insurance  shall  waive  all  right  of  recovery  by  way of
subrogation against Lessor.  Lessor and Lessee hereby waive any rights of action
each against the other for loss or damage covered by any insurance  which either
party carries on the Premises.

2. At all times during the term of this Lease,  Lessee shall keep in effect with
insurance  companies,  satisfactory  to Lessor,  legally  authorized to transact
business in Georgia and maintaining an office or agency in the State of Georgia,
public  liability  insurance,  in the name of and for the  benefit of Lessor and
Lessee,  including personal injury liability insurance in the amount of not less
than One Million and No.100 Dollars  ($1,000,000)  in the aggregate;  and public
liability insurance for property damage liability of not less than Three hundred
Thousand  and No/100  Dollars  ($300,000)  in the  aggregate.  All  policies and
certificates of insurance  shall name Lessor as an additional  insured and shall
provide  that  all  Lessor's  losses,  to the  limit  of  the  policy,  will  be

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indemnified  and all liability  claims  against  lessor  resulting form Lessee's
business  will be  defended  by Lessee or its  insurance  carrier  at no cost to
Lessor.  Lessee  shall  promptly  deliver  to Lessor  all such  certificates  of
insurance  and they shall be held by  Lessor.  Lessee  agrees  that it shall not
cancel any of the above mentioned policies, or allow any policy to lapse without
delivering to Lessor a certificate  indicating equal or greater coverage written
by an insurance company acceptable to Lessor.

                                   ARTICLE 13
                      DESTRUCTION OR DAMAGE TO THE PREMISES

         If the  Premises  are  totally  destroyed  by storm,  fire,  lightning,
earthquake or other casualty,  this Lease shall terminate as of the date of such
destruction, and Rent shall be accounted for and between Lessor and Lessee as of
that date. If the Premises are damages,  but deemed  restorable by Lessor,  Rent
shall abate in such proportion as use of the Premises has been destroyed. Lessor
may, in its sole  discretion,  restore the  Premises to  substantially  the same
condition  as before the damage.  In the event  Lessor has not  notified  Lessee
within  thirty (30) days of said damage that Lessor will restore the Premises to
substantially the same condition, Lessee has the right to cancel this Lease.

                                   ARTICLE 14
                                    INDEMNITY

         Lessee agrees to defend,  indemnify  and save Lessor  harmless from and
against any and all claims for all costs, expenses, fees and liabilities as well
as  damages  to persons or  property  by reason of the use or  occupancy  of the
Premises, including attorney's fees and court costs.

                                   ARTICLE 15
                               GOVERNMENTAL ORDERS

         Lessee  agrees,  at its own  expenses,  to  promptly  comply  with  all
requirements  of any legally  constituted  public  authority  made  necessary by
reason of Lessee's  occupancy of the Premises.  Lessor agrees to promptly comply
with  any  such  requirements  if not  made  necessary  by  reason  of  Lessee's
occupancy, but, in order to comply with such requirements, if the cost to Lessor
shall exceed a sum equal to six (6) months Rent,  then Lessor is  privileged  to
terminate this Lease by giving  written notice of termination to the Lessee,  by
certified mail, which  termination  shall become effective sixty (60) days after
receipt of such notice,  unless the Lessee  receiving such notice of termination
shall, before the termination  becomes effective,  pay to the Lessor all cost of
compliance  in excess of six (6) months Rent,  or secure the payment of said sum
in a manner satisfactory to the Lessor.

                                   ARTICLE 16
                                  CONDEMNATION

         If the whole of the Premises,  or such portion thereof as will make the
Premises  unusable for the  purposes  herein  leased,  shall be condemned by any
legally constituted  authority for public use or purpose, then in either of said
events the term hereby granted shall cease from the date when  possession of the

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Premises  is taken by a public  authority,  and Rent shall be  accounted  for as
between  Lessor and Lessee as of said date.  Such  termination,  however,  shall
without  prejudice  to the  rights  of  either  Lessor  and  Lessee  to  recover
compensation and damage caused by condemnation from the condemnor. It is further
understood  and  agreed  that  Lessee  shall have no right sin any award made to
Lessor by any condemnation authority.

                                   ARTICLE 17
                                  SUBORDINATION

1. This Lease and all rights of Lessee  hereunder  are and shall be subject  and
subordinate to the lien of any mortgage,  deed to secure debt, deed of trust, or
other instrument in the nature thereof, which may now or hereafter affect Lessor
or its successor's interest in the fee title to the Premises.

2. If the holder of any mortgage,  deed to secure debt,  deed of trust or either
instrument in the nature thereof shall hereafter succeed to the rights of Lessor
under this Lease,  whether through  possession or foreclosure action or delivery
of a new lease,  then at the option of such  holder,  (i) Lessee shall attorn to
and  recognize  such  successor  as Lessee's  lessor under this Lease and Lessee
shall  promptly  execute and deliver any  instrument  that may be  necessary  to
evidence such attornment, or (ii) this Lease shall terminate.

3. In the event of an  attornment  as provided for in this  Article,  this Lease
shall continue in full force and effect as a direct lease between such successor
lessor and Lessee, subject to all of the terms, covenants and conditions of this
Lease.

                                   ARTICLE 18
                             LIENS AND ENCUMBRANCES

         Lessee shall have no authority,  express or implied, to create or place
any lien or encumbrance, of any kind or nature whatsoever, upon or in any manner
to bind the interest of Lessor in the Premises. Lessee covenants and agrees that
it will  pay or  cause to be paid all  sums  legally  due and  payable  by it on
account of any labor  performed or materials  furnished in  connection  with any
work  performed  on the  Premises  for which any lien is or can be  validly  and
legally  asserted,  and that it will save and hold Lessor  harmless from any and
all loss,  cost or expense  based on or arising out of asserted  claims or liens
against  the right,  title or  interest  of Lessor in the  Premises or under the
terms of this  Lease.  Lessee  further  agrees to bond or pay every lien  within
thirty (30) days of the date said lien attaches to the Premises  and/or Lessor's
property. This Article shall survive any termination of this Lease.

                                   ARTICLE 19
                             ASSIGNMENT OR SUBLEASE

1. Lessee shall not,  without having first received the prior written consent of
Lessor, assign, transfer, sell or encumber this Lease or any interest hereunder,
or sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than Lessee.  Consent to any  assignment  or sublease  shall not
destroy this  provision  and all later  assignments  or subleases  shall be made

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likewise only upon the prior written consent of Lessor. An assignee or sublessee
or Lessee,  at the option of Lessor,  shall become directly liable to Lessor for
all  obligations  of Lessee  hereunder,  but no sublease or assignment by Lessee
shall relieve Lessee of primary liability hereunder.

2. It is mutually  agreed that in the event Lessor  consents to an assignment or
sublease,  Lessee agrees to assign to Lessor any Rent received from any sublease
in excess of the Rent  required  to be paid  hereunder  and any Lease  option or
extension under this Lease Agreement shall become null and void.

                                   ARTICLE 20
                       CONCELLATION OF THE LEASE BY LESSOR

1. It is mutually  agreed that in the event Lessee shall  default in the payment
of Rent,  including  Additional Rent,  herein reserved,  within five (5) days of
when due to Lessee;  or if Lessee shall be in default in  performing  any of the
terms and provisions of this Lease other than a provision  requiring the payment
of Rent,  and fails to cure such default within fifteen (15) days after the date
of receipt of written notice of default from Lessor; or if the Premises shall be
abandoned,  deserted or vacated;  or if there is a filing of any  bankruptcy  or
debtor  rehabilitation  by or  against  the  Lessee  in any  court of  competent
jurisdiction;  or if a permanent receiver or custodian is appointed for Lessee's
property and such  receiver or  custodian is not removed  within sixty (60) days
after  written  notice  from  Lessor to Lessee to obtain  such  removal;  or if,
whether  voluntarily  or  involuntarily,  Lessee  takes  advantage of any debtor
relief proceedings under any present or future law, whereby the Rent or any part
hereof is, or is  proposed to be,  reduced or payment  thereof  deferred;  or if
Lessee makes an assignment for the benefit of creditors;  or if Lessee's effects
should  be  levied  upon or  attached  under  process  against  Lessee,  and not
satisfied or dissolved  within thirty (30) days after written notice from Lessor
to Lessee to obtain satisfaction  thereof; or if Lessee is insolvent,  unable to
pay its debts as they  mature,  or  generally  is not  paying  its debts as they
become due; then, and in any of said events, Lessor, at its option, may at once,
or within six (6) months thereafter (but only during continuance of such default
or condition):

         (a)  Terminate  this Lease,  in which event  Lessee  shall  immediately
surrender the Premises to Lessor and remove all of Lessee's  effects  therefrom,
but if  Lessee  shall  fail to do so,  any  other  remedy  Lessor  may  have for
possession or  arrearages  in rent,  enter upon the Premises and expel or remove
Lessee and Lessee's  effects,  by force if  necessary,  without  being liable to
prosecution  or any claim for damages  therefor;  and Lessee agrees to indemnify
Lessor  for all loss and  damage  which  Lessor  may  suffer  by  reason of such
termination,  whether  through  inability  to relet  the  Premises,  or  through
decrease in Rent, or otherwise; and/or

         (b)  Enter  upon  the  Premises  as the  agent of  Lessee,  by force if
necessary,  without  being  liable  to  prosecution  of any  claim  for  damages
therefor,  and relet the  Premises as the agent of the  Lessee,  and receive the
Rent  therefor;  and Lessee  shall pay Lessor any  deficiency  that may arise by
reason  of such  reletting  on  demand  at the  office of Lessor as set forth in
Article 3 of this Lease; and/or

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         (c) As agent of Lessee,  do whatever  Lessee is  obligated to do by the
provisions  of this  Lease and may enter the  Premises,  by force if  necessary,
without being liable to prosecution or any claims for damages therefor; in order
to accomplish this purpose.  Lessee agrees to reimburse Lessor  immediately upon
demand for any expenses which lessor may incur in thus effecting compliance with
this Lease on behalf of Lessee,  and Lessee further agrees that Lessor shall not
be liable for any damages  resulting to Lessee from such action,  whether caused
by the negligence of Lessor or otherwise.

         Pursuit by Lessor of any of the foregoing  remedies  shall not preclude
the pursuit by Lessor of any of the other remedies  herein provided or any other
remedies  provided by law.  After an authorized  assignment of subletting of the
entire  Premises  covered by this Lease,  the occurrence of any of the foregoing
defaults or events shall affect this Lease if caused by, or happening to, either
Lessee or the assignee r sublessee.

                                   ARTICLE 21
                                 EXTERIOR SIGNS

         Lessee  shall place no signs  (either  inside or outside the  premises)
except with the prior written consent of the Lessor. Any and all signs placed on
the  Premises by Lessee shall be  maintained  in  compliance  with the rules and
regulations  established  by Lessor  governing  such signs and  Lessee  shall be
responsible  to Lessor  for any  damage  caused  by the  installation,  use,  or
maintenance of said signs.  Lessee agrees, upon removal of said signs, to repair
all damage  incident to such  removal.  At lessor's  option,  Lessee  shall,  at
Lessee's  sole cost and expense,  remove any such sign at the end of the term of
this Lease.

                                   ARTICLE 22
                                     NOTICE

         Lessee  hereby  appoints  as  its  agent  to  receive  service  of  all
dispossessory or distraint  proceedings and notices  hereunder,  and all notices
required  under this Lease,  the person in charge of, or occupying the Premises,
then service or notice may be made by attaching the same on the main entrance to
the Premises.  Until, the parties  designate  otherwise by written notice to the
other, a copy of all notices sent pursuant to this Lease, whether sent by Lessor
or Lessee, shall be sent by certified mail, return receipt requested,  addressed
to the other party as follows:

         Lessor:           BDR Properties, LLC
                           Chestatee Center, Suite 210
                           75 Elliott Road
                           Dawsonville, GA  30534


         Lessee:           ______________________

                           ______________________

                           ______________________

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                                   ARTICLE 23
                           ENTRY FOR CARDING, REPAIRS

         Lessor may card the Premises with "For Rent" or "For Sale" signs ninety
(90) days before the termination of this Lease. Lessor may enter the Premises at
reasonable  hours and with  prior  notice  to  exhibit  the same to  prospective
purchasers  or  tenants,  to make  repairs  required  of Lessor  under the terms
hereof, or to make repairs to Lessor's adjoining property, if any.

                                   ARTICLE 24
                                 HOLDOVER TENANT

         If Lessee remains in possession of the Premises after expiration of the
term hereof,  with Lessor's  acquiescence  and without any written  agreement of
Lessor  to the  contrary,  Lessee  shall be a tenant at will at a Base Rent rate
double the  amount of the Base Rent of the last  month  during the terms of this
Lease, and there shall be no renewal of this Lease by operation of law.

                                   ARTICLE 25
                       EFFECT OF TERMINATION OF THE LEASE

         No  termination  of this Lease prior to the normal  ending  hereof,  by
lapse of time or otherwise,  shall affect Lessor's right to collect Rent for the
period prior to termination thereof.

                                   ARTICLE 26
                                NO ESTATE IN LAND

         This Lease shall create the relationship of landlord and tenant between
Lessor and Lessee, respectively;  no estate shall pass out of Lessor. Lessee has
only a usufruct not subject to levy or sale and not  assignable by Lessee except
by Lessor's consent.

                                   ARTICLE 27
                          ATTORNEY'S FEES AND HOMESTEAD

         If any Rent or other sums owing  under this Lease are  collected  by or
through an attorney at law,  Lessee  agrees to pay  reasonable  attorney's  fees
actually  incurred.  Lessee waives all homestead  rights and exemptions which it
may have under any law against  any  obligation  owing under this lease.  Lessee
hereby assigns to Lessor its homestead and exemption.

                                   ARTICLE 28
                                RIGHTS CUMULATIVE

         All rights,  powers and  privileges  conferred  hereunder  upon parties
hereto shall be cumulative but not restrictive to those given by law.

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                                   ARTICLE 29
                                WAIVER OF RIGHTS

         No failure of Lessor to exercise any power given Lessor  hereunder,  or
to insist upon strict compliance by Lessee with its obligations  hereunder,  and
no custom or  practice f the  parties at variance  with the terms  hereof  shall
constitute a waiver of Lessor's right to demand exact  compliance with the terms
hereof.

                                   ARTICLE 30
                               TIME OF THE ESSENCE

         Time is of the essence in this Lease.

                                   ARTICLE 31
                                   DEFINITIONS

         "Lessor" as used in this Lease,  shall include  Lessor,  Lessor's legal
representatives, assigns and successors in title to the Premises. "Lessee" shall
include  Lessee's  successors,  and, if this Lease shall be validly  assigned or
subletted,  shall  include  also  Lessee's  assignees  or  sublessees  as to the
Premises  covered by such assignment or sublease.  "Lessor" and "Lessee" include
male and female,  singular and plural,  corporation,  limited liability company,
partnership or individual, as may fit the particular parties.

                                   ARTICLE 32
                              ESTOPPEL CERTIFICATES

         At any time  and  from  time to time,  Lessee,  on or  before  the date
specified  in the request  made by Lessor,  which date shall not be earlier than
five (5) days from the making of such request,  shall execute,  acknowledge  and
deliver,  at no cost to Lessor, a certificate  evidencing (a) whether this Lease
is in full force and effect;  (b) whether this Lease has been amended in any way
and if so, how;  (c) whether  there are any existing  defaults  hereunder to the
knowledge  of Lessee and  specifying  the nature of such  defaults,  whether any
security  deposit  has been  delivered  under  this  Lease and if so, the amount
thereof;  and (f) confirmation of the subordination  provision set forth in this
Lease. Each certificate  delivered  pursuant to this Article may be relied on by
any  prospective  purchaser  or  transferee  of any  portion of Lessor  interest
hereunder.

                                   ARTICLE 33

                                  MISCELLANEOUS

1. This Lease contains the entire agreement of the parties and no representation
or agreements, oral or otherwise,  between the parties not embodied herein shall
be of any force or  effect.  No  modification  of this Lease  shall b  effective
unless reduced to writing and signed by Lessor Lessee.

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2. If any clause or  provision of this Lease is or becomes  illegal,  invalid or
unenforceable  because of present or future laws,  rules or  regulations  of any
governmental body, or becomes unenforceable for any reason, the intention of the
parties  hereto is that the  remaining  parts of this Lease shall not be thereby
affected.

3. This Lease may be  executed  in any number of copies and each copy  signed in
the

         IN WITNESS WHEREOF, the parties herein have hereunto set their hand and
seals, the day and year first above written.

                                        "LESSOR"

                                        BDR PROPERTIES, LLC

                                        By:      /s/ Russell M. Wallace
                                           --------------------------------


                                        Its:     Member
                                            -------------------------------


                                        "LESSEE"

                                        CHESTATEE STATE BANK

                                        By:      /s/ Philip Hester
                                           --------------------------------

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                                   EXHIBIT "A"

                                Legal Description





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