ARCHITECTURAL CONTRACT
                             ----------------------


     1.   This agreement is made on the 16th day May, 2003, between THE NATIONAL
BANK  OF GAINESVILLE, 807 Dorsey Street, Gainesville, Georgia 30501 (Owner), and
REYNOLDS  ARCHITECTS, P.C., FAIA, 315 Academy Street, Gainesville, Georgia 30501
(Architect).  Owner  and  the Architect, in consideration of the mutual promises
and  benefits  flowing  to  the  parties  hereto  and hereinafter stated and ten
($10.00)  dollars  in  hand  paid  by  Owner  to  Architect,  agree  as follows:

     2.   Owner  is  the owner of a parcel of land located at 807 Dorsey Street,
Gainesville,  Georgia,  more particularly described in Exhibit A (the property),
attached  hereto  and  by  reference made a part hereof. Architect shall provide
architectural  services, as stipulated in this agreement, in connection with the
construction  of  a  bank  building  on  the  property  (the  project).

     3.   Architect  is an independent contractor performing services for owner.
Architect  is  not to be considered a regular employee of owner for any purpose.
Architect  certifies that he has no financial interest in the project other than
the  fees  he  is  to  receive  under  this  agreement.

     4.   Services.

          (a)  General  Scope: Architect will provide all architectural services
for  the  project  and  consulting  and  other  services  as  described  in this
agreement.  Architect's  services  include all necessary conferences, estimates,
preliminary  studies,  preliminary  plans, work drawings, and all other drawings
needed,  specifications,  preparation of bid documents, inspections, issuance of
certificates  for  payment,  and  supervision of construction of the project and
other  normal  architectural  services.

          (b)  Inspections: Architect will not provide continuous supervision of
the  construction  of  the  project.  Architect will, however, visit the site at
least  once per week (or sooner when the nature of the work requires) to inspect
the  work completed. Architect will immediately advise owner, in writing, of any
omissions,  unauthorized  modifications,  or defects in the work on the project.
Architect  shall  inspect  the  project  for  evidence  of  faulty materials and
workmanship  no  greater  than  one (1) month after completion, and will issue a
written  report  of  his  findings  to  owner.

          (c)  Certifications:  On receipt of any application for payment by any
contractor  or subcontractor, architect shall determine the amount due under the
contract documents with that party and issue a certificate for payment to owner.
The  certificate  constitutes  a representation that architect has inspected the
work  and  documentation  in support of the application for payment and that the
work  required  to  be  completed  prior  to  the  payment  requested  has  been
satisfactorily completed in accordance with the governing contract documents. On
application for final payment, architect shall similarly inspect the project and
issue  a  certificate  for  payment  to  owner as well as a certificate of final
completion  of  the  project.


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          (d)  Construction  Changes:  Architect  will  prepare  all  necessary
drawings,  specifications,  and  written  opinions  in  connection  with  any
construction  changes  on  the  project  authorized  by  owner.

          (e)  Contractor's  Submissions:  Architect  will  review  any  shop
drawings,  samples,  or  other  submissions of any contractor for the project to
determine  conformity  with  applicable  contract  documents.

          (f)  Copies  of  Documents:  Architect  will  provide  owner,  as
reimbursable  expenses,  with  all  necessary  copies  of  all  drawings,
specifications,  and  other  documents  required to be prepared by architect and
submitted  to  owner.  (See  Paragraph  6).

          (g)  Governmental  Agencies'  Requirements: Architect will prepare any
reports  and  complete any documents and submissions required of an architect by
any  governmental  agency  with  respect  to  construction  of  the  project.

          (h)  Architect  acknowledges  and agrees that Owner does not undertake
to  approve or pass upon matters of design and that Owner, therefore, assumes no
responsibility  for  design. Architect acknowledges and agrees that the approval
or  acceptance  of  plans  and  specifications  by  the  Owner is limited to the
function  of  determining  whether  there  has been compliance with instructions
issued  to Architect regarding general layout of space. Owner does not undertake
to  inquire  into  the  adequacy,  fitness,  suitability,  or  correctness  or
engineering  or architectural design. Architect agrees that no approval of plans
and  specifications  by  any  person,  body,  or agency shall relieve him of the
responsibility  for  the  adequacy,  fitness,  suitability,  and  correctness or
architectural  and  engineering  design and for designing the work in accordance
with  sound  and  accepted  engineering  and  architectural  principles.

          (i)  The  responsibility  of  the Architect for enforcing the faithful
performance  of  the  contract is not relieved or affected in any respect by the
presence  and/or  inspections  by  employees  of  the  Owner.

          (j)  Within  ten  days  after execution of this architectural contract
and  during  the  entire  period  of  the  Architect's responsibility under this
contract,  the  Architect  shall  maintain  professional  liability  insurance.

          (k)  The  portion  of  the  project to be designed or specified by the
Architect  is as being within five feet outside the exterior walls or columns of
the  new  building  or  additions  to  the  existing.

          (l)  Normal  structural,  mechanical,  and  electrical  engineering
services  are  as  defined  as  additional  services and are not included in the
Architect's  basic  services.

     5.   Architect's  Fee.  Owner will pay Architect, for the services provided
under  this  agreement,  a fee of six (6%) percent of construction cost. The fee
shall  be  paid  as  follows:

<TABLE>
<CAPTION>
<S>                                              <C>
                  Schematic Design Phase         (  20%) percent
                  Design Development Phase       (  20%) percent
                  Construction Documents Phase   (  35%) percent
                  Bidding or Negotiation Phase   (   5%) percent
                  Construction Phase             (  20%) percent
                                                ----------------
                  Total Basic Compensation        (100%) percent
</TABLE>


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     Payments  are  due  and  payable  thirty  (30)  days  from  the date of the
Architect's invoice. Amounts unpaid sixty (60) days after the invoice date shall
bear  interest  at  the  prime  rate  at  the  principal place of the Architect.

     6.   Reimbursable  Expenses.

          (a)  In  addition  to the fee stated in this agreement, owner will pay
architect  for additional services for the reasonable costs of any supplementary
drawings  and  specifications  and  any  written  opinions  required  due to any
construction  changes  on  the  project authorized by owner. The additional cost
shall be paid on submission of the applicable drawing, specification, or opinion
to  owner,  acceptance  by owner of such document, and submission of an itemized
bill  for such work. Any cost paid by Owner to Architect under the provisions of
this  subparagraph  (b)  shall  be  determined  at  the  time  of  work.

          (b)  Reimbursable  Expenses  are in addition to compensation for basic
and  Additional  Services  and  include  expenses  incurred by the Architect and
Architect's  employees  and  consultants  in  the  interest  of  the Project, as
identified  in  the  following  clauses.

               (1)  Expenses  of  transportation in connection with the Project;
expenses  in  connection  with  authorized  out-of-town  travel;  long-distance
communications;  and  fees  paid  for  securing  approval  of authorities having
jurisdiction  over  the  Project.

               (2)  Expense  of reproductions, postage and handling of Drawings,
Specifications  and  other  documents.

               (3)  If  authorized  in advance by the Owner, expense of overtime
work  requiring  higher  than  regular  rates.

               (4)  Expense  of renderings, models and mock-ups requested by the
Owner.

               (5)  Expense  of  additional  insurance  coverage  or  limits,
including  professional liability insurance, requested by the Owner in excess of
that  normally  carried  by  the  Architect  and  Architect's  consultants.

               (6)  Expense of computer-aided design and drafting equipment time
when  used  in  connection  with  the  Project.

               (7)  For additional services of consultants, including additional
structural,  mechanical  and  electrical engineering services, a multiple of one
(1.0)  times  the  amounts  billed  to  the  Architect  for  such  services.

               (8)  For reimbursable expenses, as described in this paragraph, a
multiple  of  one  (1.0)  times  the  expenses  incurred  by  the Architect, the
Architect's  employees  and  consultants  in  the  interest  of  the  Project.

     7.  Owner's  Obligations:

          (a)  Owner  will  deliver  to Architect a current, certified survey of
the  property.


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          (b)  Civil Engineering services and other required special consultants
will  be  provided  by  the  Owner.  The Architect will coordinate the services.

     8.   Power  To  Terminate:  Either  architect  or  owner may terminate this
agreement  after:

          (a)  Failure  of  the  other  party  to  comply with the terms of this
agreement.

          (b)  Ten days' prior written notice to the other party that said party
is  terminating  this  agreement.

     9.   Rights  on  Termination: After early termination of this agreement, as
provided  in  Paragraph  8, architect shall be promptly paid that portion of his
fee  then  due,  plus  any additional sum then payable to him under the terms of
this  agreement  as  provided  in  Paragraph  5.

     10.  Drawings  and Specifications: All drawings and specifications prepared
by  architect  under this agreement remain the property of architect. Therefore,
owner  may use such drawings and specifications for this project but not for any
other  project  or  any  other  property.

     11.  Assignment: This agreement may not be assigned by either party without
the  prior  written  consent of the other. Architect may not delegate his duties
under  this  agreement  to  another  without  owner's  prior  written  consent.

     12.  Entire Agreement. This agreement contains the entire agreement between
the  parties.  This  agreement  may  not  be  modified  except  by later written
agreement  signed  by  both  parties.

     13.  Notices.  All  notices  and  submissions required under this agreement
shall  be  by  personal delivery or by first-class mail, postage prepaid, to the
address  stated  in  Paragraph  l  or  such  other  address  as either party may
designate  by  prior  written  notice  to  the  other.



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                                   THE  NATIONAL  BANK  OF  GAINESVILLE


                                   By:  /s/  Gary M. Anderson
                                      ---------------------------------
                                   Title: President / CEO
                                         ------------------------------

                                   OWNER

                                   REYNOLDS ARCHITECTS, P.C.

                                   /s/ Garland Reynolds, Jr.
                                   -------------------------------
                                   GARLAND REYNOLDS, JR., FAIA
                                   ARCHITECT


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