Exhibit 10.2


                       [LETTERHEAD OF FERGUSON & COMPANY]


                                December 10, 1999



Board of Directors
Community Bank of Central Texas, SSB
312 Main Street
Smithville, Texas 78957

Dear Directors:

     This  letter sets forth the  agreement  between  Community  Bank of Central
Texas,  SSB,  ("Community  Bank" or "Bank"),  Smithville,  Texas, and Ferguson &
Company  ("F&C"),  Hurst,  Texas,  under the terms of which  Community  Bank has
engaged F&C, in connection with its conversion from mutual to stock form, to (1)
determine  the pro forma market value of the shares of common stock to be issued
and sold by Community Bank or its holding company; and (2) assist Community Bank
in preparing a business  plan to be filed with the  application  for approval to
convert to stock.

     F&C agrees to deliver the written  valuation and business plan to Community
Bank at the above address on or before a mutually agreed upon date. Further, F&C
agrees to perform such other services as are necessary or required in connection
with  comments  from  the  applicable  regulatory  authorities  relating  to the
business  plan  and  appraisal  and the  preparation  of  appraisal  updates  as
requested by Community Bank or its counsel.  It is understood  that the services
of F&C under this agreement shall be limited as herein described.

     F&C's fee for the  business  plan and initial  appraisal  valuation  report
shall be $17,500 and the fee for each required appraisal update shall be $2,500.
In addition,  Community Bank shall reimburse F&C for all out-of-pocket  expenses
(not to exceed $4,000). Payment under this agreement shall be made as follows:

     1.   Upon execution of this engagement letter--$5,000;

     2.   Upon delivery of the business plan--$5,000;

     3.   Upon delivery of the completed appraisal report--$7,500;

     4.   Upon delivery of each appraisal update--$2,500; and

     5.   Out-of-pocket expenses are to be paid monthly.

     If, during the course of Community  Bank's  conversion,  unforeseen  events
occur so as to change  materially the nature or the work content of the services
described  in this  contract,  the terms of the  contract  shall be  subject  to
renegotiation.  Such  unforeseen  events shall  include,  but not be limited to,
major changes in the conversion regulations,  appraisal guidelines or processing
procedures as they relate to conversion  appraisals,  major changes in Community
Bank's  management or operating  policies,  execution of a merger agreement with
another  institution prior to completion of conversion,  and excessive delays or
suspension of processing of conversions by the regulatory  authorities such that
completion of Community Bank's  conversion  requires the preparation by F&C of a
new appraisal report or business plan.




<PAGE>


     To induce F&C to provide the services described above, Community Bank
hereby agrees as follows:

1.   Community  Bank shall supply to F&C such  information,  in a timely manner,
     with respect to its business and financial  condition as F&C reasonably may
     request in order to make the aforesaid  valuation.  Such  information  made
     available to F&C shall  include,  but not be limited to,  annual  financial
     statements,   periodic  regulatory  filings,   material  agreements,   debt
     instruments and corporate books and records.

2.   Community  Bank  hereby  represents  and  warrants,  to  the  best  of  its
     knowledge,  that any information  provided to F&C does not and will not, at
     any time relevant hereto, contain any misstatement or untrue statement of a
     material  fact or omit any and all  material  facts  required  to be stated
     therein or necessary to make the statements therein not false or misleading
     in light of the circumstances under which they were made.

3.   Community  Bank shall  indemnify and hold harmless F&C and any employees of
     F&C who act for or on behalf of F&C in connection  with the services called
     for under this agreement,  from and against any and all loss, cost, damage,
     claim,  liability or expense of any kind,  including  reasonable  attorneys
     fees and other expenses incurred in investigating,  preparing to defend and
     defending any claim or claims (specifically  including, but not limited to,
     claims  under  federal  and  state  securities  laws)  arising  out  of any
     misstatement  or untrue  statement  of a  material  fact  contained  in the
     information  supplied by Community Bank to F&C or by an omission to state a
     material fact in the information so provided which is required to be stated
     therein in order to make the statement therein not false or misleading.

4.   F&C shall not be entitled to indemnification  pursuant to Paragraph 3 above
     with regard to any claim arising  where,  with regard to the basis for such
     claim,  F&C  had  knowledge  that a  statement  of a fact  material  to the
     evaluation and contained in the information  supplied by Community Bank was
     untrue  or  had  knowledge  that a  material  fact  was  omitted  from  the
     information  so provided and that such material fact was necessary in order
     to make the statement made to F&C not false or misleading.

5.   F&C  additionally  shall not be  entitled  to  indemnification  pursuant to
     Paragraph  3 above  notwithstanding  its  lack of  actual  knowledge  of an
     intentional  misstatement or omission of a material fact in the information
     provided if F&C is determined  to have been  negligent or to have failed to
     exercise due diligence in the preparation of its valuation.

     Community Bank and F&C are not affiliated,  and neither  Community Bank nor
F&C has an economic  interest in, or held in common with,  the other and has not
derived a significant  portion of its gross revenue,  receipts or net income for
any period from transactions with the other.



<PAGE>


     In order for F&C to consider this proposal binding, please acknowledge your
consent to the  foregoing  by executing  the enclosed  copies of this letter and
returning one copy to us, together with a check payable to Ferguson & Company in
the amount of $5,000. The extra copy of this letter is for your conversion legal
counsel.

                                             Yours very truly,



                                             Charles M. Hebert
                                             Principal


Agreed to ($5,000 check enclosed):

Community Bank of Central Texas, SSB
Smithville, Texas

By:

Date:_____________________________