EXHIBIT 10.6


                            AGREEMENT BY AND BETWEEN
                        The National Bank of Gainesville
                              Gainesville, Georgia
                                       and
                  The Office of the Comptroller of the Currency

     The National Bank of Gainesville, Gainesville, Georgia (Bank) and the
Comptroller of the Currency of the United States of America (Comptroller) wish
to protect the interests of the depositors, other customers, and shareholders of
the Bank, and, toward that end, wish the Bank to operate safely and soundly and
in accordance with all applicable laws, rules and regulations.

     The Comptroller, through his National Bank Examiner, has examined the Bank,
and his findings are contained in the Report of Examination, dated April 26,
2004 (ROE).

     In consideration of the above premises, it is agreed, between the Bank, by
and through its duly elected and acting Board of Directors (Board), and the
Comptroller, through his authorized representative, that the Bank shall operate
at all times in compliance with the articles of this Agreement.

                                    ARTICLE I

                                  JURISDICTION
                                  ------------

     (1)  This Agreement shall be construed to be a "written agreement entered
into with the agency" within the meaning of 12 U.S.C. Sec. 1818(b)(1).

     (2)  This Agreement shall be construed to be a "written agreement between
such depository institution and such agency" within the meaning of 12 U.S.C.
Sec. 1818(e)(1) and 12 U.S.C. Sec. 1818(i)(2).

     (3)  This Agreement shall be construed to be a "formal written agreement"
within the meaning of 12 C.F.R. Sec. 5.51(c)(6)(ii).  See 12 U.S.C. Sec. 1831i.
                                                      ---

     (4)  This Agreement shall be construed to be a "written agreement" within
the meaning of 12 U.S.C. Sec. 1818(u)(1)(A).


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     (5)  All reports or plans which the Bank or Board has agreed to submit to
the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded
to the:

     Assistant Deputy Comptroller
     Atlanta Field Office
     1117 Perimeter Center West, Suite 401
     Atlanta, Georgia 30338

                                   ARTICLE II

                              COMPLIANCE COMMITTEE
                              --------------------

     (1)  Within (30) days, the Board shall appoint a Compliance Committee of at
least five (5) directors, of which no more than two (2) shall be employees of
the Bank.  Upon appointment, the names of the members of the Compliance
Committee shall be submitted in writing to the Assistant Deputy Comptroller.
The Compliance Committee shall be responsible for monitoring and coordinating
the Bank's adherence to the provisions of this Formal Agreement.

     (2)  The Compliance Committee shall meet at least monthly.

     (3)  Within thirty (30) days of the appointment of the Committee and
quarterly thereafter, the Compliance Committee shall submit a written progress
report to the Board setting forth in detail:

          (a)  actions taken to comply with each Article of this Formal
     Agreement; and

          (b)  the results of those actions.

     (4)  The Board shall forward a copy of the Compliance Committee's report,
with any additional comments by the Board, to the Assistant Deputy Comptroller.


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                                   ARTICLE III

                 OBTAIN A PERMANENT PRESIDENT AND SENIOR LENDER
                 ----------------------------------------------

     (1)  Within ninety (90) days, the Board shall appoint both a capable
President and Senior Lender who shall be vested with sufficient executive
authority to fulfill the duties and responsibilities of these positions and
ensure the safe and sound operation of the Bank.

     (2)  Prior to the appointment of any individuals to the President and
Senior Lender positions, the Board shall submit to the Assistant Deputy
Comptroller the following information:

          (a)  the information sought in the "Changes in Directors and Senior
     Executive Officers" booklet of the Comptroller's Corporate Manual, together
     with a legible fingerprint card for the proposed individual;

          (b)  a written statement of the Board's reasons for selecting the
     proposed officer; and

          (c)  a written description of the proposed officer's duties and
     responsibilities.

     (3)  The Assistant Deputy Comptroller shall have the power of veto over the
employment of the proposed officers.  However, the failure to exercise such veto
power shall not constitute an approval or endorsement of the proposed officers.

     (4)  The requirement to submit information and the prior veto provisions of
this Article are based on the authority of 12 U.S.C. Sec. 1818(b) and do not
require the Comptroller to complete his review and act on any such information
or authority within ninety (90) days.

                                   ARTICLE IV

                        CAPITAL PLAN AND HIGHER MINIMUMS
                        --------------------------------

     (1)  The Bank shall immediately achieve and maintain the following capital
levels (defined in 12 C.F.R. Part 3):


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          (a)  Total capital at least equal to twelve percent (12%) of
     risk-weighted assets; and

          (b)  Tier 1 capital at least equal to eight percent (8%) of adjusted
     total assets.

     (2) The Bank shall achieve by March 31, 2005, and thereafter maintain, the
following capital levels:

          (a)  Total capital at least equal to fourteen percent (14%) of
     risk-weighted assets; and

          (b)  Tier 1 capital at least equal to nine percent (9%) of adjusted
     total assets.

     (3)  The requirement in this Agreement to meet and maintain a specific
capital level means that the Bank may not be deemed to be "well capitalized" for
purposes of 12 U.S.C. Sec. 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. Sec.
6.4(b)(1)(iv).

     (4)  Within sixty (60) days, the Board shall develop, implement, and
thereafter ensure Bank adherence to a three-year capital program.  The program
shall include:

          (a)  specific plans for the maintenance of adequate capital that may
     in no event be less than the requirements of paragraphs (1) and (2);

          (b)  projections for growth and capital requirements based upon a
     detailed analysis of the Bank's assets, liabilities, earnings, fixed
     assets, and off-balance sheet activities;

          (c)  projections of the sources and timing of additional capital to
     meet the Bank's current and future needs;

          (d)  the primary source(s) from which the Bank will strengthen its
     capital structure to meet the Bank's needs;


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          (e)  contingency plans that identify alternative methods should the
     primary source(s) under (d) above not be available; and

          (f)  a dividend policy that permits the declaration of a dividend
     only:

               (i)    when the Bank is in compliance with its approved capital
          program;

               (ii)   when the Bank is in compliance with 12 U.S.C. Sec.Sec. 56
          and 60; and

               (iii)  with the prior written approval of the Assistant Deputy
          Comptroller.

     (5)  Upon completion, the Bank's capital program shall be submitted to the
Assistant Deputy Comptroller for approval.  Upon approval by the Assistant
Deputy Comptroller, the Bank shall implement and adhere to the capital program.

                                    ARTICLE V

               LENDING/CREDIT ADMINISTRATION POLICY AND PROCEDURES
               ---------------------------------------------------

     (1)  Within (30) days, the Board shall review and revise the Bank's written
loan policy.  In revising this policy, the Board shall refer to the Loan
Portfolio Management booklet, A-LPM, of the Comptroller's Handbook.  This policy
shall incorporate, but not necessarily be limited to, the following:

          (a)  a description of acceptable types of loans;

          (b)  procedures to ensure that extensions of credit are granted, by
     renewal or otherwise, to any borrower only after obtaining and analyzing
     current and satisfactory credit information;

          (c)  maturity scheduling related to the anticipated source of
     repayment, the purpose of the loan, and the useful life of the collateral;

          (d)  maximum ratio of loan value to appraised value or acquisition
     cost;

          (e)  policy requirements for unsecured lending;


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          (f)  guidelines and limitations on concentrations of credit;

          (g)  a limitation on the type and size of loans that may be made by
     each loan officer without prior approval by the Board or loan committee;

          (h)  measures to correct the deficiencies in the Bank's lending
     procedures noted in any Report of Examination;

          (i)    effective nonaccrual loan procedures;

          (j)  procedures to ensure the timely identification and rating of
     loans and leases based on lending officer submissions;

          (k)  guidelines setting forth the criteria under which renewals of
     extensions of credit may be approved. At a minimum the policy shall:

               (i)    ensure that renewals are not made for the sole purpose of
          reducing the volume of loan delinquencies; and

               (ii)   provide guidelines and limitations on the capitalization
          of interest;

     (2) Upon adoption, the policy shall be implemented, the Board shall
thereafter ensure Bank adherence to the policy, and a copy of the policy shall
be forwarded to the Assistant Deputy Comptroller for review.

                                   ARTICLE VI

                         INDEPENDENT LOAN REVIEW PROGRAM
                         -------------------------------

     (1)  Within thirty (30) days, the Board shall employ a qualified consultant
to perform an ongoing asset quality review of the Bank.  The consultant shall be
utilized until such time as an ongoing internal asset quality review system is
developed by the Board, implemented and demonstrated to be effective.  Before
terminating the consultant's asset quality review services, the Board shall both
certify the effectiveness of the internal asset quality review system, and
receive prior approval from the Assistant Deputy Comptroller.


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     (2)  Prior to hiring a consultant or entering into any contract with a
consultant, the Bank shall submit the proposed terms of employment and the
qualifications of the consultant to the Assistant Deputy Comptroller who shall
have the power of veto.  However, the failure to exercise such veto power shall
not constitute an approval or endorsement of the proposed consultant.

     (3)  The requirement to submit information and the prior veto provisions of
this Article are based on the authority of 12 U.S.C. Sec. 1818(b) and do not
require the Comptroller to complete his review and act on any such information
or authority within ninety (90) days.

                                   ARTICLE VII

                        CREDIT AND COLLATERAL EXCEPTIONS
                        --------------------------------

     (1)  Within ninety (90) days, the Board shall take action to obtain current
and satisfactory credit information on all loans over twenty-five thousand
dollars ($25,000) lacking such information.

     (2)  Within ninety (90) days, the Board shall take all possible actions to
obtain proper collateral documentation on all loans.

     (3)  Effective immediately, the Bank may grant, extend, renew, alter, or
restructure any loan or other extension of credit only after:

          (a) documenting the specific reason or purpose for the extension of
     credit;

          (b)  identifying the expected source of repayment in writing;

          (c)  structuring the repayment terms to coincide with the expected
     source of repayment;

          (d)  obtaining and analyzing current and satisfactory credit
     information, including cash flow analysis where loans are to be repaid from
     operations;


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               (i)    Failure to obtain the information in (d) shall require a
          majority of the full Board (or a delegated committee thereof) to
          certify in writing the specific reasons why obtaining and analyzing
          the information in (d) would be detrimental to the best interests of
          the Bank.

               (ii)   A copy of the Board certification shall be maintained in
          the credit file of the affected borrower(s). The certification will be
          reviewed by this Office in subsequent examinations of the Bank; and

          (e)  documenting, with adequate supporting material, the value of
     collateral and properly perfecting the Bank's lien on it where applicable.

                                  ARTICLE VIII

                                CRITICIZED ASSETS
                                -----------------

     (1)  Within thirty (30) days, the Board shall adopt, implement, and
thereafter take all available measures to ensure the Bank adherence to, a
written program designed to eliminate the basis of criticism of assets
criticized in the ROE, in any subsequent Report of Examination, or by any
internal or external loan review, or in any list provided to management by the
National Bank Examiners.  This program shall include, at a minimum:

          (a)  an identification of the expected sources of repayment;

          (b)  the appraised value of supporting collateral and the position of
     the Bank's lien on such collateral where applicable;

          (c)  an analysis of current and satisfactory credit information,
     including cash flow analysis where loans are to be repaid from operations;
     and

          (d)  the proposed action to eliminate the basis of criticism and the
     time frame for its accomplishment.


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     (2)  The Board, or a designated committee, shall conduct a review, on at
least a quarterly basis, to determine:

          (a)  the status of each criticized asset or criticized portion thereof
     that equals or exceeds fifty thousand dollars ($50,000);

          (b)  management's adherence to the program adopted pursuant to this
     Article;

          (c)  the status and effectiveness of the written program; and

          (d)  the need to revise the program or take alternative action.

     (3)  A copy of each review shall be forwarded to the Assistant Deputy
Comptroller on a quarterly basis in a format similar to Appendix I, attached
hereto.

     (4)  The Bank may extend credit, directly or indirectly, including
renewals, extensions or overdrafts, to a borrower whose loans or other
extensions of credit are criticized only if each of the following conditions is
met:

          (a)  the Board or designated committee finds that the extension of
     additional credit is necessary to promote the best interests of the Bank
     and that prior to renewing, extending, or capitalizing any additional
     credit, a majority of the full Board (or designated committee) approves the
     credit extension and records, in writing, why such extension is necessary
     to promote the best interests of the Bank; and

          (b)  a comparison to the written program adopted pursuant to this
     Article shows that the Board's formal plan to collect or strengthen the
     criticized asset will not be compromised.

     (5)  A copy of the approval of the Board or of the designated committee
shall be maintained in the file of the affected borrower.


                                      -9-
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                                   ARTICLE IX

                       ALLOWANCE FOR LOAN AND LEASE LOSSES

     (1)  The Board shall review the adequacy of the Bank's Allowance for Loan
and Lease Losses (Allowance) and shall establish a program for the maintenance
of an adequate Allowance.  This review and program shall be designed in light of
the comments on maintaining a proper Allowance found in the Allowance for Loan
and Lease Losses booklet, A-ALLL, of the Comptroller's Handbook, and shall focus
particular attention on the following factors:

          (a)  results of the Bank's internal loan review;

          (b)  results of the Bank's external loan review;

          (c)  an estimate of inherent loss exposure on each significant credit;

          (d)  loan loss experience;

          (e)  trends of delinquent and nonaccrual loans;

          (f)  concentrations of credit in the Bank; and,

          (g)  present and prospective economic conditions.

     (2)  The program shall provide for a review of the Allowance by the Board
at least once each calendar quarter.  Any deficiency in the Allowance shall be
remedied in the quarter it is discovered, prior to the filing of the
Consolidated Reports of Condition and Income, by additional provisions from
earnings.  Written documentation shall be maintained indicating the factors
considered and conclusions reached by the Board in determining the adequacy of
the Allowance.

                                    ARTICLE X

                                 STRATEGIC PLAN

     (1)  Within one hundred eighty (180) days, the Board shall adopt,
implement, and thereafter ensure Bank adherence to a written strategic plan for
the Bank covering at least a


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three-year period.  The strategic plan shall establish objectives for the Bank's
overall risk profile, earnings performance, growth, balance sheet mix,
off-balance sheet activities, liability structure, capital adequacy, reduction
in the volume of nonperforming assets, product line development and market
segments that the Bank intends to promote or develop, together with strategies
to achieve those objectives and, at a minimum, include:

          (a)  a mission statement that forms the framework for the
     establishment of strategic goals and objectives;

          (b)  an assessment of the Bank's present and future operating
     environment;

          (c)  the development of strategic goals and objectives to be
     accomplished over the short and long term;

          (d)  an identification of the Bank's present and future product lines
     (assets and liabilities) that will be utilized to accomplish the strategic
     goals and objectives established in (1)(c) of this Article;

          (e)  an evaluation of the Bank's internal operations, staffing
     requirements, board and management information systems and policies and
     procedures for their adequacy and contribution to the accomplishment of the
     goals and objectives developed under (1)(c) of this Article;

          (f)  a management employment and succession program to promote the
     retention and continuity of capable management;

          (g)  product line development and market segments that the Bank
     intends to promote or develop;


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          (h)  an action plan to improve bank earnings and accomplish identified
     strategic goals and objectives, including individual responsibilities,
     accountability and specific time frames;

          (i)  a financial forecast to include projections for major balance
     sheet and income statement accounts and desired financial ratios over the
     period covered by the strategic plan;

          (j)  control systems to mitigate risks associated with planned new
     products, growth, or any proposed changes in the Bank's operating
     environment.

     (2)  Upon adoption, a copy of the plan shall be forwarded to the Assistant
Deputy Comptroller for review and approval.

                                   ARTICLE XI

                                     CLOSING

     (1)  Although the Board has agreed to submit certain programs and reports
to the Assistant Deputy Comptroller for review or approval, the Board has the
ultimate responsibility for proper and sound management of the Bank.

     (2)  It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities placed upon
him by the several laws of the United States of America to undertake any action
affecting the Bank, nothing in this Agreement shall in any way inhibit, estop,
bar, or otherwise prevent the Comptroller from so doing.

     (3)  Any time limitations imposed by this Agreement shall begin to run from
the effective date of this Agreement.  Such time requirements may be extended in
writing by the Assistant Deputy Comptroller for good cause upon written
application by the Board.

     (4)  The provisions of this Agreement shall be effective upon execution by
the parties hereto and its provisions shall continue in full force and effect
unless or until such provisions are


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amended in writing by mutual consent of the parties to the Agreement or
excepted, waived, or terminated in writing by the Comptroller.

     (5)  This Agreement is intended to be, and shall be construed to be, a
supervisory "written agreement entered into with the agency" as contemplated by
12 U.S.C. Sec. 1818(b)(1), and expressly does not form, and may not be construed
to form, a contract binding on the OCC or the United States.  Notwithstanding
the absence of mutuality of obligation, or of consideration, or of a contract,
the OCC may enforce any of the commitments or obligations herein undertaken by
the Bank under its supervisory powers, including 12 U.S.C. Sec. 1818(b)(1), and
not as a matter of contract law.  The Bank expressly acknowledges that neither
the Bank nor the OCC has any intention to enter into a contract.  The Bank also
expressly acknowledges that no OCC officer or employee has statutory or other
authority to bind the United States, the U.S. Treasury Department, the OCC, or
any other federal bank regulatory agency or entity, or any officer or employee
of any of those entities to a contract affecting the OCC's exercise of its
supervisory responsibilities.  The terms of this Agreement, including this
paragraph, are not subject to amendment or modification by any extraneous
expression, prior agreements or arrangements, or negotiations between the
parties, whether oral or written.

     IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has
hereunto set his hand on behalf of the Comptroller.




/s/ Ben E. Noelke                                   8/18/04
-----------------------------------                 ---------------------------
Ben E. Noelke                                       Date
Acting Assistant Deputy Comptroller
Atlanta Field Office


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     IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board
of Directors of the Bank, have hereunto set their hands on behalf of the Bank.

/s/ Paula M. Allen                                   8/18/04
--------------------------                           --------------------------
Paula M. Allen                                       Date


/s/ J. Darwin Allison, Jr.                           8/18/04
--------------------------                           --------------------------
J. Darwin Allison, Jr.                               Date


/s/ Shelley P. Anderson                              8/18/04
--------------------------                           --------------------------
Shelley P. Anderson                                  Date


/s/ Kathy L. Cooper                                  8/18/04
--------------------------                           --------------------------
Kathy L. Cooper                                      Date


/s/ Anne L. Davenport                                8/18/04
--------------------------                           --------------------------
Anne L. Davenport                                    Date


/s/ Lanny W. Dunagan                                 8/18/04
--------------------------                           --------------------------
Lanny W. Dunagan                                     Date


/s/ Gilbert T. Jones Sr.                             8/18/04
--------------------------                           --------------------------
Gilbert T. Jones Sr.                                 Date


/s/ Roger P. Martin                                  8/18/04
--------------------------                           --------------------------
Roger P. Martin                                      Date


/s/ John W. McHugh                                   8/18/04
--------------------------                           --------------------------
John W. McHugh                                       Date


/s/ Ann M. Palmour                                   8/18/04
--------------------------                           --------------------------
Ann M. Palmour                                       Date


/s/ Wendall A. Turner                                8/18/04
--------------------------                           --------------------------
Wendall A. Turner                                    Date


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                                   APPENDIX A
                         THE NATIONAL BANK OF GAINSVILLE


CRITICIZED ASSET REPORT AS OF:
                                ------------------------------------

BORROWER(S):

--------------------------------------------------------------------

ASSET BALANCE(S) AND OCC RATING CRITICISM (OAEM, SUBSTANDARD, DOUBTFUL, OR
LOSS):

               ASSET BALANCE:  $
                                 -----------------------------------------------

               CRITICISM:
                           -----------------------------------------------------

               AMOUNT CHARGED OFF TO DATE:
                                             -----------------------------------

               FUTURE POTENTIAL CHARGE-OFF:
                                             -----------------------------------

PRESENT STATUS* (include past due status, nonperforming, significant progress of
deterioration, etc.):

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FINANCIAL AND/OR COLLATERAL SUPPORT (include brief summary of most current
financial information, appraised value of collateral and/or estimated value and
date thereof, bank's lien position and amount of available equity, if any,
guarantor(s) info, etc.):
                           -----------------------------------------------------

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PROPOSED PLAN OF ACTION TO ELIMINATE ASSET CRITICISM(S) AND TIME FRAME FOR ITS
ACCOMPLISHMENT:

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IDENTIFIED SOURCE OF REPAYMENT AND DEFINED REPAYMENT PROGRAM (repayment program
should coincide with source of repayment):

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USE THIS FORM for reporting each criticized asset which exceeds fifty thousand
dollars ($50,000) and retain the original in the credit file for review by the
examiners.  Submit your reports quarterly until notified otherwise, in writing,
to the Assistant Deputy Comptroller, Northeast Texas Field Office.


*Any increase in the asset(s) should be fully explained in the PRESENT STATUS
section.


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