EXHIBIT 2.1
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                        PURCHASE AND ASSUMPTION AGREEMENT

     THIS  AGREEMENT,  dated  as of October 15, 2001 by and between Southeastern
                                            --
Bank,  a  financial institution chartered in Georgia having its principal office
in  Darien,  Georgia  ("Purchaser"),  and  The  Park  Avenue  Bank,  a financial
institution  chartered  in  Georgia  having  its  principal  office in Valdosta,
Georgia  ("Seller"):

                              W I T N E S S E T H:

     WHEREAS,  Seller  wishes to divest, upon the terms and conditions set forth
herein,  certain  assets and certain deposit and other liabilities of its branch
banking  office  located  at  1925  Highway  17,  Richmond  Hill,  Georgia  (the
"Branch"):

     WHEREAS,  Purchaser  wishes  to buy such assets and assume such liabilities
upon  the  terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the premises and mutual agreements
hereinafter  set  forth,  Seller  and  Purchaser  agree  as  follows:

                                    ARTICLE I
                       TRANSFER OF ASSETS AND LIABILITIES

Section  1.1.     Transferred  Assets.

     (a)     As of the Effective Date (as defined in Section 2.1 below) and upon
the  terms  and conditions set forth herein, Seller will sell, assign, transfer,
convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of
the following assets associated with the Branch and identified in this Agreement
and  the  Exhibits  hereto, and not otherwise excluded from sale pursuant to the
provisions  of  Subsection  1.1(b)  below:

          (1)     all  real estate, and improvements thereon, at the Branch (the
"Real Property");

          (2)     except as provided in Section 1.1(b), the furniture, fixtures,
leasehold  improvements  and  other  tangible  personal  property (the "Personal
Property")  set  forth  on  Exhibit  1.1(a)(2)  hereto;

          (3)     all  equipment leases for equipment located at the Branch (the
"Equipment  Leases")

          (4)     all  safe  deposit  contracts  and leases for the safe deposit
boxes  located  at  the  Branch  as  of  the  Effective  Date (the "Safe Deposit
Leases");

          (5)     all  loans  transferred  pursuant  to  Section  1.4;

          (6)     all  coins and currency located at the Branch on the Effective
Date  (the  "Coins  and  Currency");  and

          (7)     all  of  Seller's  rights in and to the trade name, trade mark
and  service  mark  "The  Bank  of  Richmond  Hill"  (the  "Trade  Name").

     (b)     Excluded  from the assets, properties and rights being transferred,
conveyed and assigned to Purchaser under this Agreement are the assets listed on
Exhibit  1.1(b)  hereto,  Seller's  rights  in and to the names "The Park Avenue
Bank"  and  "PAB  Bankshares,  Inc.",  and  any  of  Seller's  corporate  logos,
trademarks, trade names, signs, paper stock, forms and other supplies containing
any  such logos, trademarks or trade names (the "Excluded Assets"). Seller shall
coordinate  with  Purchaser  to remove the Excluded Assets from the Branch on or
prior to the Effective Date.  Seller shall remove the Excluded Assets at its own
cost  and  will  promptly  repair  any  damage  caused by Seller in removing the
Excluded  Assets;  provided,  however,  the  cost of removing the name "The Park
                   --------   -------
Avenue  Bank" from any signage or any improvements to the Real Property shall be
at  the  expense  of  Purchaser.


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Section  1.2.     Purchase  Price.

     (a)     As  consideration  for  the purchase of the Branch, Purchaser shall
pay  Seller  a  purchase  price  equal  to  the  sum  of  the  following:

          (1)     The  net book value of the Real Property and Personal Property
as  set  forth  on  the Post-Closing Balance Sheet (as defined in Section 2.3(a)
hereof);

          (2)     The  sum  of  $100,000  as  a  fixed  premium  for the Deposit
Liabilities  (as  defined  in  Section  1.3(a)  hereof);

          (3)     The value of the Loans (as defined in Section 1.4 (a) hereof),
including  accrued interest, less all payments on the Loans made by borrowers to
Seller  from  the  date  hereof  to  the  Closing  Date;  and

          (4)     The  face  amount  of  the  Coins  and Currency at the Branch.

     (b)     In  addition, Purchaser shall assume, as of the Effective Date, all
of  the  duties, obligations and liabilities of Seller relating to the Equipment
Leases,  the  Safe  Deposit Leases, accrued vacation and sick leave of employees
employed  by  Seller  in accordance with Section 1.6 of this Agreement ("Accrued
Vacation  and  Sick Leave"); and, the Deposit Liabilities (including all accrued
interest relating thereto); provided, that any cash items paid by Seller and not
cleared  prior  to  the  Effective  Date  shall be the responsibility of Seller,
subject  to  the  terms  of  Section  1.3  below.

     (c)     Seller  shall  prepare  a  balance  sheet (the "Pre-Closing Balance
Sheet") in accordance with generally accepted accounting principles consistently
applied  ("GAAP")  as  of a date not earlier than 30 days prior to the Effective
Date (the "Pre-Closing Balance Sheet Date") reflecting the assets to be sold and
assigned  hereunder and the liabilities to be transferred and assumed hereunder.
Seller  agrees to  pay  to  Purchaser at the Closing (as defined in  Section 2.1
hereof),  in  immediately  available  funds,  the  excess amount, if any, of the
amount  of  Deposit  Liabilities assumed by Purchaser pursuant to subsection (b)
above  as reflected by the Pre-Closing Balance Sheet over the aggregate purchase
price  computed  in  accordance  with  subsection (a) above, as reflected by the
Pre-Closing  Balance  Sheet.  Purchaser  agrees to pay Seller at the Closing, in
immediately available funds, the excess, if any, of the aggregate purchase price
computed  in  accordance  with  subsection  (a)  above,  as  reflected  by  the
Pre-Closing  Balance  Sheet  over  the  amount of Deposit Liabilities assumed by
Purchaser  pursuant  to  subsection  (b)  above  as reflected by the Pre-Closing
Balance  Sheet.  Amounts  paid  at  Closing  shall  be  subject  to  subsequent
adjustment  based  on  the Post-Closing Balance Sheet (as defined in Section 2.3
hereof).

Section  1.3.     Deposit  Liabilities.

     (a)     "Deposit  Liabilities"  shall  mean  all  of  Seller's  duties,
obligations  and  liabilities  relating  to  the  deposit  accounts,  including
Individual  Retirement Accounts, located at the Branch as of the Effective Date.

     (b)     Except  for  those liabilities and obligations specifically assumed
by Purchaser under 1.2(b) above, Purchaser is not assuming any other liabilities
or  obligations.  Liabilities  not  assumed include, but are not limited to, the
following:

          (1)     Seller's  cashier  checks,  letters  of  credit, money orders,
interest  checks  and expense checks issued prior to closing, consignments of U.
S.  Government  "E"  and  "EE"  bonds  and  any  and  all  traveler's  checks;

          (2)     Liability  or  obligations  with  respect  to  any litigation,
suits,  claims,  demands  or  governmental  proceedings;

          (3)     Deposit  accounts  associated  with  lines of credit where the
line  of  credit  is  excluded  in  accordance  with  Section  1.4  (a);  or

          (4)     Deposit  accounts  associated  with qualified retirement plans
where Seller is the trustee of such plan or the sponsor of a prototype plan used
by  such  plan.

     (c)     Purchaser  agrees  to  pay  in  accordance  with  law and customary
banking practices all properly drawn and presented checks, drafts and withdrawal
orders  presented  to  Purchaser  by mail, over the counter or through the check
clearing  system of the banking industry, by depositors of the accounts assumed,
whether  drawn on the checks, withdrawal or draft forms provided by Seller or by
Purchaser,  and  in  all other respects to discharge, in the usual course of the
banking  business,  the  duties  and  obligations  of Seller with respect to the
balances  due  and  owing  to  the  depositors  whose  accounts  are  assumed by
Purchaser.


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     (d)     If,  after  the Effective Date, any depositor, instead of accepting
the  obligation  of  Purchaser  to  pay  the  Deposit Liabilities assumed, shall
demand  payment  from  Seller  for  all  or any part of any such assumed Deposit
Liabilities,  Seller shall not be liable or responsible for making such payment.
Seller and Purchaser shall make arrangements to provide for the daily settlement
with  immediately  available  funds  by  Purchaser of checks, drafts, withdrawal
orders,  returns  and other items presented to and paid by Seller within 90 days
after  the  Effective Date and drawn on or chargeable to accounts that have been
assumed  by  Purchaser.

     (e)     Purchaser  shall  (i)  assign  new account numbers to depositors of
assumed  accounts,  if  needed, in the sole discretion of Purchaser, (ii) notify
such  depositors,  on  or  before  the  Effective  Date, in a form and on a date
mutually  acceptable  to  Seller  and  Purchaser,  of  Purchaser's assumption of
Deposit  Liabilities, and (iii) furnish such depositors with checks on the forms
of  Purchaser and with instructions to utilize Purchaser's checks and to destroy
unused  check,  draft  and  withdrawal  order forms of Seller.  (If Purchaser so
elects,  Purchaser  may  offer  to  buy from such depositors their unused seller
check,  draft  and  withdrawal order forms.) In addition, Seller will notify its
affected  customers  by  letter  of  the  pending assignment of Seller's deposit
accounts  to  Purchaser,  which notice shall be at Seller's cost and expense and
shall  be  in  a  form mutually agreeable to Seller and Purchaser.  Seller shall
approve  any  correspondence of Purchaser with the customers of the Branch prior
to  the  Effective  Date  which  approval  shall  not  be unreasonably withheld.

     (f)     Purchaser  shall pay promptly to Seller an amount equivalent to the
amount of any checks, drafts or withdrawal orders credited to an assumed account
as  of  the Effective Date that are returned to Seller after the Effective Date.

     (g)     On  and  after  the  Effective  Date,  Purchaser  will  assume  and
discharge  Seller's  duties  and  obligations  in  accordance with the terms and
conditions  and  laws,  rules  and  regulations  that apply to the certificates,
accounts  and  other  Deposit  Liabilities  assumed  under  this  Agreement.

     (h)     On  and  after  the  Effective  Date,  Purchaser  will maintain and
safeguard  in  accordance  with  applicable  law and sound banking practices all
account  documents,  deposit contracts, signature cards, deposit slips, canceled
items  and  other  records related to the Deposit Liabilities assumed under this
Agreement,  subject  to  Seller's right of access to such records as provided in
this  Agreement.

     (i)     Seller  will  render  a  final  statement  to  each depositor of an
account  assumed  under  this Agreement as to transactions occurring through the
Effective  Date  and  will comply with all laws, rules and regulations regarding
tax  reporting  of  transactions  of  such  accounts through the Effective Date.
Seller  will not impose periodic fees or blanket charges in connection with such
final  statements.

     (j)     As  of  the  Effective Date, Seller, at its expense, will prepare a
listing  of  Branch  customers  who  have  items  presented  for payment through
Automated  Clearing  House ("ACH") originators and will advise such customers to
notify  such  ACH  originators of the transfers and assumptions made pursuant to
the  Agreement  and  to  provide  such ACH originators with such information and
authorizations  required to change the delivery of such items to Purchaser.  For
a  period  of 90 days beginning on the Effective Date, Seller will honor all ACH
items  related  to  accounts  assumed under this Agreement that are presented to
Seller.  Seller will make no charge to Purchaser for honoring such items.  Items
routed  or  presented  after the 90-day period will be returned by Seller to the
presenting  party.  All  items  ACH  items of Branch customers honored by Seller
after  the Effective Date shall be reimbursed by Purchaser to Seller upon demand
by  Seller.

Section  1.4.     Loans  Transferred.

     (a)     Seller will transfer to Purchaser on the Effective Date, subject to
the  terms  and  conditions  of this Agreement, all of Seller's right, title and
interest in (including collateral relating thereto) performing loans maintained,
serviced  and  listed  in  Seller's  general  ledger  as  loans  of  the  Branch
(collectively  the  "Loans")  including  those  set  forth on Exhibit 1.4(a)(1);
provided,  that  the  Loans  do  not  include  (i)  the  loans listed on Exhibit
1.4(a)(2), and (ii) any loan identified in writing by Purchaser to Seller within
30  days  prior  to  the Effective Date as being unacceptable to Purchase in its
sole  discretion.  Such  excluded  loans  will  remain  the  property of Seller.

     (b)     Purchaser  will  become  the  beneficiary  of credit life insurance
written  on  direct  consumer  installment  loans.


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     (c)     In  connection  with  the transfer of any Loans requiring notice to
the borrower, Purchaser and Seller agree to comply with all notice and reporting
requirements  of  the  Loan  documents  or  of  any  law  or  regulation.

     (d)     All  Loans  transferred  to  Purchaser shall be valued at their Net
Book  Value  as  reflected  on  the  financial  statements of Seller prepared in
accordance  with  GAAP  as  of the Effective Date, such value to include accrued
interest.

     (e)     On  and after the Effective Date, Purchaser will be responsible for
maintaining  and  safeguarding  all Loan files, documents and records related to
the  Loans  in  accordance  with  applicable  law  and  sound banking practices.

     (f)     If  the  balance due on any Loan purchased pursuant to this Section
1. 4 has been reduced by Seller as a result of a payment by check received prior
to  the  Effective  Date,  which  item is returned after the Effective Date, the
asset  value  represented  by  the  Loan  transferred  shall  be correspondingly
increased  and  an  amount  in  cash  equal  to  such  increase shall be paid by
Purchaser  to  Seller  promptly  upon  demand.

     (g)     The  standard  "dragnet"  provisions  of  security  documents which
secure  or  are  contained  in other promissory notes made or held by Seller not
constituting  the  Loans  being acquired by Purchaser shall not reach collateral
for  a  Loan  transferred  to  Purchaser  hereunder.

Section  1.5.     Safe  Deposit  Business.

     (a)     On  and  after  the  Effective  Date,  Purchaser  will  assume  and
discharge  Seller's obligations with respect to the safe deposit box business at
the  Branch  in  accordance with the terms and conditions of contracts or rental
agreements  related to such business, and Purchaser will maintain all facilities
reasonably  necessary for the use of such safe deposit boxes by persons entitled
to  use  them.

     (b)     On  and  after  the  Effective  Date,  Purchaser shall maintain and
safeguard  the  records related to such safe deposit box business, and Purchaser
shall  be responsible for granting access to and protecting the contents of safe
deposit  boxes  at  the  Branch.

Section  1.6.     Employee  Matters.

     (a)     Purchaser  shall  offer  employment  to  all  employees employed by
Seller  at  the  Branch  at the Effective Date  (the "Employees"), in their then
current  functional  positions  at  the  Branch  with remuneration not less than
current  levels  and benefits generally equivalent to current levels.  Employees
shall  receive  credit  for  their  prior  service with Seller under Purchaser's
benefit  plans and policies, including its vacation and sick leave policies.  As
of  the  Effective  Date, the Employees and their dependents, if any, previously
covered  under Seller's health insurance plan shall be covered under Purchaser's
health  insurance  plan  without  being  subject  to  any  preexisting condition
limitations  or  exclusions provided such Employees have been employed by Seller
for  12  consecutive  months  prior  to the Effective Date except those excluded
under  Seller's  health  insurance  plan.

     (b)     Seller  makes no representations or warranties about whether any of
the  Employees  will  remain  employed  at  the Branch after the Effective Date.
Seller  will  use  its  best  efforts  to maintain the Employees as employees of
Seller  at  the  Branch until the Effective Date.  Any Employee whose employment
shall  be  terminated  for  any  reason prior to the Effective Date or who shall
elect  not  to  be an employee of Purchaser shall be dealt with by Seller in its
sole  and  absolute  discretion.  Seller  agrees that, for a period of 24 months
after  the  Effective  Date, it will not solicit for employment any Employee who
remains  employed  by  Purchaser.

     (c)     No  employee  of  the  Branch  is a third party beneficiary of this
Agreement.

Section  1.7.     Records  and  Data  Processing.

     (a)     On and after the Effective Date, Purchaser shall become responsible
for  maintaining the files, documents and records referred to in this Agreement.
Purchaser  will  preserve  and  safekeep  them as required by applicable law and
sound banking practice for the joint benefit of Seller and Purchaser.  After the
Effective  Date,  Purchaser  will  permit  Seller  and  its representatives, for
reasonable cause, at reasonable times and upon reasonable notice and at Seller's
expense,  to  examine,  inspect, copy and reproduce any such files, documents or
records  as  Seller  deems  reasonably  necessary.


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     (b)     On  and  after the Effective Date, Seller will permit Purchaser and
its  representatives,  for  reasonable  cause,  at  reasonable  times  and  upon
reasonable  notice  and  at  Purchaser's  expense, to examine, inspect, copy and
reproduce  files,  documents  or records retained by Seller regarding the assets
and  liabilities  transferred under this Agreement as Purchaser deems reasonably
necessary.

Section  1.8.     Security.

     On  and after the Effective Date, Purchaser shall be solely responsible for
the security of and insurance on all persons and personal property located in or
about  the  Branch.

Section  1.9.     Taxes and Fees; Proration of Certain Expenses; Allocation Form
8594.

     (a)     Purchaser  shall not be responsible for, or have any liability with
respect  to,  sales,  transfer,  income  or  similar  taxes  arising out of this
transaction,  if any, and Seller agrees that it shall pay, or represents that it
has  paid,  in  a  timely manner any and all such taxes.  Purchaser shall not be
responsible  for any income tax liability of Seller arising from the business or
operations  of  the Branch on or before the Effective Date, and Seller shall not
be responsible for any tax liabilities of Purchaser arising from the business or
operations  of  the  Branch  after  the Effective Date.  Safe deposit box rental
income,  payments  under  Equipment Leases, utility payments, telephone charges,
real  property taxes, personal property taxes, rent, salaries, deposit insurance
premiums,  other  ordinary operating expenses of the Branch and other revenue or
expenses  related to the liabilities assumed or assets purchased hereunder shall
be  prorated  between  the  parties as of the Effective Date.  To the extent any
such  item  has been prepaid or received by Seller for a period extending beyond
the  Effective Date, there shall be a proportionate monetary adjustment in favor
of  Seller  or  Purchaser  as  the  case  may  be.

     (b)     Seller  and  Purchaser  shall allocate the total consideration paid
pursuant  to  this  Agreement,  including  the deposit base intangible asset and
other  identifiable  intangible  assets  acquired  by Purchaser pursuant to this
Agreement, in accordance with Section 1060 of the Internal Revenue Code of 1986,
as  amended.  Accordingly,  within  120  days  after  the  Closing, Seller shall
provide Purchaser copies of the Form 8594 and any required exhibits thereto (the
"Asset  Acquisition  Statement")  setting  forth  the  allocation  of  the total
consideration.  Within  20 days after receipt of the Asset Acquisition Statement
(or  any  proposed revision thereof required to report any updated information),
Purchaser  shall propose any changes to Seller or shall indicate its concurrence
with the Asset Acquisition Statement which concurrence shall not be unreasonably
withheld.  Seller  and  Purchaser  shall  endeavor  in good faith to resolve any
differences  within  20 days after Seller's receipt of Purchaser's notice of any
proposed  changes.  The  parties  agree  to file the Asset Acquisition Statement
with  their  respective  federal  income  tax  returns  in  accordance  with the
instructions  to  Form  8594.

Section  1.10.     Real  Property.

     (a)     Seller  shall  deliver  to Purchaser as soon as reasonably possible
after  the  execution  of  this  Agreement  copies  of  all title information in
possession  of  or  available  to  Seller,  including  but  not limited to title
insurance  policies,  attorney's  opinions  on title, surveys, covenants, deeds,
notes  and  deeds  of  trust  and  easements  relating  to  the  Real  Property.

     (b)     Purchaser  shall  notify Seller in writing within 30 days after the
date  of this Agreement of any mortgages, pledges, material liens, encumbrances,
restrictions,  reservations,  tenancies,  encroachments, overlaps or other title
exceptions or zoning or similar land use violations related to the Real Property
to  which  Purchaser reasonably objects (the "Title Defects").  Purchaser agrees
that Title Defects shall not include real property taxes not yet due and payable
and  easements  and rights of way which do not materially interfere with the use
of  the  Real  Property  as a branch banking facility.  Seller shall make a good
faith  effort  to  correct  any  such  Title  Defect  to  Purchaser's reasonable
satisfaction  at  least 30 days prior to Closing; provided, however, that Seller
shall  not  be  obligated  to  bring  any  lawsuit or make any payments of money
(except to pay liens that Seller does not dispute in good faith) to cure a Title
Defect.  If  Seller  is  unable  to  cure  any such Title Defects to Purchaser's
reasonable satisfaction, Purchaser shall have the option either to (i) terminate
this  Agreement,  or (ii) to receive title in its then existing condition.  Upon
termination of this Agreement pursuant to this Section 1.10, neither party shall
have  any  further  liability  to  the  other  party  under  this  Agreement.


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     (c)     Purchaser  shall  have the right to update title matters at Closing
for  any  changes which may have arisen between the date of Purchaser's original
title  search.  If such update indicates any new Title Defects, Seller may elect
to  delay  the  Closing  for up to 30 days while it makes a good faith effort to
cure any such Title Defect to Purchaser's reasonable satisfaction; provided that
Seller shall not be obligated to bring any lawsuit or make any payments of money
(except to pay liens that Seller does not dispute in good faith) to cure a Title
Defect.  If  Seller  is  unable to cure any such Title Defect within such 30 day
period,  Purchaser shall have the option either to (i) terminate this Agreement,
or  (ii)  receive  title  in  the  then  existing  condition.

     (d)     Purchaser  shall  have  the  right to conduct such investigation of
environmental  matters  with  respect  to the Real Property as it may reasonably
require  and  shall  report  the  results of any such investigation to Seller no
later  than  45  days  after  the date of this Agreement.  Seller shall have the
right, but not the obligation, to cure any material violation of law relating to
the  environment  which  is  discovered by Purchaser's investigation.  If Seller
refuses  to  cure  any  material  violation  of law relating to the environment,
Purchaser  shall have the option either to (i) purchase the Real Property in its
then  existing  condition,  or  (ii)  to  terminate  this  Agreement.

                                   ARTICLE II
                           CLOSING AND EFFECTIVE DATE

Section  2.1.     Dates.

     The  purchase  of assets and assumption of liabilities provided for in this
Agreement  shall  occur at a closing (the "Closing") to be held at 1010 Northway
Street,  Darien,  Georgia,  at  10:00  a.m.  local  time within 31 business days
following  the  date  of  all  approvals  by  regulatory  agencies and after all
statutory  waiting periods have expired, or at such other place, time or date on
which  the  parties  shall mutually agree.  The effective date of this Agreement
(the  "Effective  Date")  shall  be  6:00 p.m. local time on the business day on
which  the  Closing  occurs.

Section  2.2.     Closing.

     (a)     All  actions  taken and documents delivered at the Closing shall be
deemed  to  have  been taken and executed simultaneously, and no action shall be
deemed taken nor any document delivered until all have been taken and delivered.

     (b)     At  the  Closing,  subject  to all the terms and conditions of this
Agreement,  Seller  shall  deliver  to  Purchaser,  at  the  Branch:

          (1)     Limited warranty deeds transferring title to the Real Property
to  Purchaser;

          (2)     A  limited  warranty  bill  of sale, in substantially the form
attached  hereto  as  Exhibit  2.2(b)(ii)  (the "Bill of Sale"), transferring to
Purchaser  all of Seller's interest in the Personal Property, the Trade Name and
in  the  Loans;

          (3)     An  Assignment  and Assumption Agreement, in substantially the
form  attached  hereto  as  Exhibit  2.2(b)(iii) (the "Assignment and Assumption
Agreement"),  assigning  Seller's  interest  in  the  Equipment Leases, the Safe
Deposit  Leases,  and  in  the  Deposit  Liabilities;

          (4)     Consents  from  third  persons that are required to effect the
assignments  set  forth  in  the  Assignment  and  Assumption  Agreement;

          (5)     Seller's  keys  to the safe deposit boxes and Seller's records
related  to  the  safe  deposit  box  business  at  the  Branch;

          (6)     Seller's  files  and  records  related  to  and evidencing the
Loans;

          (7)     Seller's  records  related  to the deposit accounts assumed by
Purchaser;

          (8)     Immediately  available  funds in the net amount shown as owing
to  Purchaser  by  Seller  on  the  Closing  Statement,  if  any;

          (9)     The  Coins  and  Currency;

          (10)     Such  of the other assets to be purchased as shall be capable
of  physical  delivery;


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          (11)     A  certificate  of  a  proper  officer  of  Seller, dated the
Effective  Date,  certifying  to the fulfillment of all conditions which are the
obligation  of  Seller  and  that  all  of the representations and warranties of
Seller  set  forth  in  this  Agreement  remain true and correct in all material
respects  on  the  Effective  Date;

          (12)     Certified  copies  of  (A)  the Articles of Incorporation and
Bylaws  of  Seller  and (B) a resolution of the Board of Directors of Seller, or
its  Executive  Committee, approving the sale of the Branch contemplated hereby;

          (13)     Such  certificates  and  other documents as Purchaser and its
counsel  may  reasonably  require  to  evidence  the  receipt  by  Seller of all
necessary  corporate  and  regulatory  authorizations  and  approvals  for  the
consummation  of  the  transactions  provided  for  in  this  Agreement;

          (14)     A  Closing  Statement,  substantially  in  the  form attached
hereto  as  Exhibit  2.2  (b)  (iv)  (the  "Closing  Statement");  and

          (15)     Seller  shall prepare at its expense and deliver to Purchaser
magnetic  media  records  in Seller's field format as of the Closing Date, which
records  shall  contain  the  information  related  to  the  items  described in
subsections  (b) (6) and (b) (7) above.  Such updated records shall be delivered
at  such  time  after  Closing  as  agreed  to  by  the  parties.

     (c)     At  the  Closing,  subject  to all the terms and conditions of this
Agreement,  Purchaser  shall  deliver  to  Seller:

          (1)     The  Assignment  and  Assumption  Agreement;

          (2)     A  certificate  and  receipt  acknowledging  the  delivery and
receipt of possession of the property and records referred to in this Agreement;

          (3)     Immediately  available funds in the net amount  shown as owing
to  Seller  by  Purchaser  on  the  Closing  Statement,  if  any;

          (4)     A  certificate  of  a  proper  officer of Purchaser, dated the
Effective  Date,  certifying  to the fulfillment of all conditions which are the
obligation  of  Purchaser  and that all of the representations and warranties of
Purchaser  set  forth  in this Agreement remain true and correct in all material
respects  on  the  Effective  Date;

          (5)     Certified  copies  of  (A)  the  Articles of Incorporation and
Bylaws  of  the Purchaser and (B) a resolution by the Board of Directors, or its
Executive  Committee,  of  Purchaser  approving  the  purchase  of  the  Branch
contemplated  hereby;

          (6)     Such  certificates  and  other  documents  as  Seller  and its
counsel  may  reasonably  require  to  evidence  the receipt of Purchaser of all
necessary  corporate  and  regulatory  authorizations  and  approvals  for  the
consummation  of  the  transactions  provided  for  in  this  Agreement;  and

          (7)     The  Closing  Statement.

               (d)     All instruments, agreements and certificates described in
this  Section  2.2 shall be in form and substance reasonably satisfactory to the
parties'  respective  legal  counsel.

Section  2.3.     Post-Closing  Adjustments.

     (a)     Not  later  than  15  business  days  after the Effective Date (the
"Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Purchaser a
balance  sheet  dated  as  of the Effective Date and prepared in accordance with
GAAP reflecting the assets sold and assigned and the liabilities transferred and
assumed  hereunder  (the  "Post-Closing  Balance  Sheet").  Additionally, Seller
shall deliver to Purchaser a list of loans purchased, individually identified by
account  number, which list shall be appended to the Bill of Sale.  Seller shall
afford Purchaser and its accountants and attorneys the opportunity to review all
work  papers  and  documentation  used  by  Seller in preparing the Post-Closing
Balance Sheet.  Within 15 business days following the Post-Closing Balance Sheet
Delivery  Date (the "Adjustment Payment Date"), Seller or Purchaser, as the case
may  be,  shall  effect the transfer of any funds as may be necessary to reflect
changes in such assets and liabilities between the Pre-Closing Balance Sheet and
the  Post-Closing Balance Sheet together with interest thereon computed from the
Effective  Date  to  the Adjustment Payment Date at the applicable Federal Funds
Rate  (as  hereinafter  defined).


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     (b)     In the event that a dispute arises as to the appropriate amounts to
be  paid to either party on the Adjustment Payment Date, each party shall pay to
the  other  on  such  Adjustment Payment Date all amounts other than those as to
which  a  dispute  exists.  Any  disputed  amounts retained by a party which are
later  found  to  be  due  to  the other party shall be paid to such other party
promptly  upon resolution with interest thereon from the Adjustment Payment Date
to  the  date  paid  at  Federal  Funds  Rate.

     (c)     The  Federal Funds Rate shall be the weighted mean of  the high and
low  rates quoted for Federal Funds in the Money Rates Column of The Wall Street
Journal adjusted as such mean may increase or decrease during the period between
the  Effective  Date  and  the  Adjustment  Payment  Date.

                                   ARTICLE III
                                 INDEMNIFICATION

Section  3.1.     Seller's  Indemnification  of  Purchaser.

     Seller shall indemnify, hold harmless and defend Purchaser from and against
any  breach by Seller of any representation or warranty contained herein and all
claims,  losses,  liabilities,  demands  and  obligations,  including reasonable
attorneys'  fees  actually  incurred  and  expenses, arising out of any actions,
suits  or  proceedings  commenced  prior  to  the  Effective  Date  (other  than
proceedings  to  prevent or limit the consummation of this transaction) relating
to  operations  at  the  Branch;  and,  except  as  otherwise  provided  in this
Agreement,  Seller  shall  further indemnify, hold harmless and defend Purchaser
from  and  against  all  claims,  losses,  liabilities, demands and obligations,
including reasonable attorneys' fees actually incurred and expenses, real estate
taxes, intangibles and franchise taxes, sales and use taxes, social security and
unemployment  taxes,  all  accounts  payable  and  operating expenses (including
salaries,  rents and utility charges) incurred by  Seller prior to the Effective
Date  and which are claimed or demanded on or after the Effective Date, or which
arise  out  of  any  actions,  suits  or  proceedings  commenced on or after the
Effective  Date  and  which  relate  to  operations  at  the Branch prior to the
Effective  Date.

Section  3.2.     Purchaser's  Indemnification  of  Seller.

     Purchaser shall indemnify, hold harmless and defend Seller from and against
any  breach  by Purchaser of any representation or warranty contained herein and
all  claims,  losses, liabilities, demands and obligations, including reasonable
attorneys'  fees  actually  incurred  and  expenses, arising out of any actions,
suits  or proceedings commenced after the Effective Date (other than proceedings
to prevent or limit the consummation of this transaction) relating to operations
at  the  Branch;  and, except as otherwise provided in this Agreement, Purchaser
shall  further  indemnify,  hold harmless and defend Seller from and against all
claims,  losses,  liabilities,  demands  and  obligations,  including reasonable
attorneys'  fees  actually incurred and expenses, real estate taxes, intangibles
and  franchise  taxes,  sales  and  use  taxes, social security and unemployment
taxes,  all  accounts  payable and operating expenses (including salaries, rents
and  utility  charges)  incurred by Purchaser after the Effective Date and which
are  claimed  or  demanded on or after the Effective Date, or which arise out of
any  actions,  suits or proceedings commenced on or after the Effective Date and
which  relate  to  operations  at  the  Branch  after  the  Effective  Date.

Section  3.3.     Claims  for  Indemnity.

     (a)     A  claim  for  indemnity under Section 3.1 of this Agreement may be
made  by  any  party  at any time prior to 24 months after the Effective Date by
the  giving  of  written notice thereof to the other party.  Such written notice
shall  set  forth  in  reasonable  detail  the  basis  upon which such claim for
indemnity  is  made.  In  the  event  that  any  such  claim is made within such
prescribed  24  month period, the indemnity relating to such claim shall survive
until such claim is resolved.  Claims not made within such 24 month period shall
cease  and  no  indemnity  shall  be  made  therefor.

(b)     In  the  event  that  any person or entity not a party to this Agreement
shall  make  any  demand or claim or file or threaten to file any lawsuit, which
demand,  claim  or  lawsuit  may  result in any liability, damage or loss to any
party  of  the kind for which such party is entitled to indemnification pursuant
to  Section 3.1 or Section 3.2 hereof, then, after written notice is provided by
the  indemnified  party to the other party of such demand, claim or lawsuit, the
other  party  shall  have the option, at its cost and expense, to retain counsel
for  the  indemnified party to defend any such demand, claim or lawsuit.  In the
event  that  other party shall fail to respond within five days after receipt of
such  notice  of  any  such demand, claim or lawsuit, then the indemnified party
shall retain counsel and conduct the defense of such demand, claim or lawsuit as


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it  may  in  its  discretion  deem  proper, at the cost and expense of the other
party.  In  effecting  the  settlement  of  any  such  demand, claim or lawsuit,
indemnified  party  shall  act in good faith, shall consult with the other party
and  shall enter into only such settlement as the other party shall approve (the
other  party's  approval  will be implied if it does not respond within ten days
after  its  receipt  of  the  notice  of  such  settlement  offer).

Section  3.4.     Threshold  for  Indemnification.

     Notwithstanding  anything to the contrary contained in this Article III, no
indemnification  shall  be  required to be made by any party until the aggregate
amount  of  all such claims by the indemnified party exceeds $10,000.  Once such
aggregate  amount  exceeds  $10,000,  the  indemnified  party shall thereupon be
entitled  to  indemnification  for  all  amounts  of  such  claims.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  hereby  represents  and  warrants  to  Purchaser  as follows, which
representations  and warranties shall survive the Effective Date for a period of
18  months:

Section  4.1.     Corporate  Organization.

     Seller  is  a  state chartered bank duly organized, validly existing and in
good  standing under the laws of the State of Georgia.  Seller has the corporate
power and authority to own its properties, to carry on its business as currently
conducted  and  to  effect  the  transactions  contemplated  herein.

Section  4.2.     No  Violation.

     The  Branch  has  been operated in all material respects in accordance with
applicable  laws,  rules and regulations.  Neither the execution and delivery of
this  Agreement,  nor  the consummation of the transactions contemplated herein,
will  violate or conflict with (i) Seller's Articles of Incorporation or Bylaws,
(ii)  any  material  provision  of  any material agreement or any other material
restriction  of any kind to which Seller is a party or by which Seller is bound,
(iii) any material statute, law, decree, regulation or order of any governmental
authority,  or (iv) any material provision which will result in a default under,
or  which  cause the acceleration of the maturity of, any material obligation or
loan  to  which  Seller  is  a  party.

Section  4.3.     Corporate  Authority.

     The  execution  and delivery of this Agreement, and the consummation of the
transactions contemplated herein, have been duly authorized by Seller's Board of
Directors  (or  the  Executive  Committee  thereof).  No  further  corporate
authorization  is  necessary  for  Seller  to  consummate  the  transactions
contemplated  hereunder.

Section  4.4.     Enforceable  Agreement.

     This  Agreement  has been duly authorized, executed and delivered by Seller
and  is  the  legal,  valid  and  binding  agreement  of  Seller, enforceable in
accordance  with  its  terms.

Section  4.5.     Brokers.

     All  negotiations  relative  to  this  Agreement  and  the  transactions
contemplated  hereby have been carried on by Seller and Purchaser, and there has
been  no  participation or intervention by any other person, firm or corporation
employed  or  engaged by or on behalf of Seller in such a manner as to give rise
to  any  valid  claim  against  Seller  or Purchaser for a brokerage commission,
finder's  fee  or  like  commission.

Section  4.6.     Personal  Property.

     Seller  owns,  and will convey to Purchaser at the Closing, all of Seller's
right,  title and interest to all of the Personal Property free and clear of any
claims,  mortgages,  liens,  security  interests, pledges or encumbrances of any
kind,  except  as  may  otherwise  be  set  forth  in  this  Agreement.


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Section  4.7.     Real  Property.

     Seller  makes  the  following  representations regarding the Real Property:

     (a)     Seller  has  no  knowledge  of any condemnation proceedings pending
against  the  Real  Property.

     (b)     Seller  has  not  entered  into  any  agreement  regarding the Real
Property,  and  neither  Seller  nor  the Real Property is subject to any claim,
demand,  suit,  unfiled  lien,  proceeding or litigation of any kind, pending or
outstanding,  or  to the knowledge of Seller, threatened or likely to be made or
instituted,  which  would in any way be binding upon Purchaser or its successors
or  assigns  or  materially  affect  or  limit Purchaser's or its successors' or
assigns' use and enjoyment of the Real Property or which would limit or restrict
Purchaser's  right  or  ability  to enter into this Agreement and consummate the
sale  and  purchase  contemplated  hereby.

     (c)     Seller  has  or will have at Closing good and marketable fee simple
title  to the Real Property and, at Closing, will own the Real Property outright
subject  to  no  mortgage,  pledge,  lien,  security  interest,  lease,  charge,
encumbrance  or  conditional sales or other title retention agreement except for
real  property  taxes  not  yet due and payable, and easements and rights of way
which do not materially interfere with the use of the Real Property as a branch.

Section  4.8.     Certain  Loan  Representations.

     Seller  represents  and  warrants  to  Purchaser  as  of  the  date of this
Agreement  with  respect  to each of the Loans as follows: (i) all Loans and all
related  documentation,  including  but  not  limited  to promissory notes, loan
agreements,  and security interests, have been made and executed in the ordinary
course of business, contain genuine signatures of the named parties thereto, and
are  in full force and effect; (ii) all payments of principal and/or interest on
the  Loans  are  current  (not more than 45 days past due as to principal and/or
interest);  (iii)  to  the  best  of  Seller's knowledge and belief, none of the
obligors,  including borrowers and or guarantors, on any Loan is involved in any
pending  case  or proceeding under any provision of the United States Bankruptcy
Code,  (iv)  no material disputes, offsets, counterclaims or other discrepancies
exist,  are pending, have been threatened in writing, or to the best of Seller's
knowledge  and  belief,  apply  to  any  of  the Loans, none of the Loans is the
subject of any pending or written threats of litigation, have been classified by
any  bank  regulator  or  outside  or  internal  auditor  as "loss," "doubtful,"
"substandard"  or "special mention" or have been placed on non-accrual by Seller
on  its  books;  (v)  the  rate of interest and all other fees, commissions, and
charges imposed on each Loan are duly authorized by law and not in excess of any
maximum  allowed by applicable law; (vi) all requirements of applicable state or
federal laws or regulations (including, without limitation, the Truth-in-Lending
Act  and  the  Equal  Credit Opportunity Act and Regulations Z and B promulgated
thereunder) have been properly and timely complied with in all material respects
in connection with each such Loan; and (vii) each security instrument (including
without  limitation,  each  deed  of  trust,  deed  to  secure  debt,  mortgage,
assignment,  pledge  and security agreement) taken or granted in connection with
any  such Loan creates a valid and enforceable security interest in the property
described  therein  which has been duly perfected and has the priority reflected
in  the  loan  file  relating  to  such Loan subject as to enforceability to the
subsequent  application  of  bankruptcy  or  similar  laws.

Section  4.9.     Financial  Statements.

     Seller has delivered to Purchaser prior to the execution of this Agreement,
copies  of the annual and monthly financial statements of the Branch for periods
ended  April  30, 2001 through and August 31, 2001 and will deliver to Purchaser
copies  of  all of the financial statements of the Branch prepared subsequent to
the  date  hereof  through  the Effective Date.  The financial statements of the
Branch  (as of the dates thereof and for the periods covered thereby) (i) are or
will be, if dated after the date of this Agreement, in accordance with the books
and  records  of  Seller, which were or will be, materially complete and correct
and  which  have  been  or  will  have  been  maintained in accordance with good
business  practices  and  (ii) present or will present the financial position of
the Branch as of the dates indicated and the results of operations of the Branch
for  the periods indicated, all in accordance with GAAP (subject, in the case of
interim  financial  statements,  to normal recurring period and adjustments that
are  not  material  to  the  Branch.)

Section  4.10.     Absence  of  Material  Adverse  Change.

     Since  August  31,  2001  and  through  the  Effective  Date,  except  as
specifically  contemplated  by this Agreement, there has not been (i) any change
in  the  condition  (financial  or  otherwise), results of operations, business,
prospects, assets, or liabilities of the Branch or with respect to the manner in
which Seller conducts the business or operations of the Branch that could result
in  a  material  adverse  effect  on  the  Branch;  (ii) any breach, default, or
termination under any material agreement by Seller relating to the Branch; (iii)
any  increase  in  the  compensation  payable  or to become payable to officers,


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managers  or  employees  of  the  Branch;  (iv) the termination of employment by
Seller  of  any  officer,  manager,  or employee of the Branch; or (v) any other
transaction,  agreement  or  commitment  entered  into or affecting the Branch's
business,  operations,  assets,  or liabilities except in the ordinary course of
business.

Section  4.11.     Litigation.

     There  are  no  pending  or, to the best of Seller's knowledge, threatened,
lawsuits,  administrative  proceedings,  arbitrations,  reviews,  or  formal  or
informal  complaints  or  investigations  by  any  individual,  corporation,
partnership,  governmental  body,  or  other  entity  against or relating to the
Branch  or any of its officers, managers or employees that could have a material
adverse  effect  on  the  Branch  and  its  business  and  operations.

                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser  hereby  represents  and  warrants  to  Seller  as follows, which
representations  and warranties shall survive the Effective Date for a period of
18  months:

Section  5.1.     Corporate  Organization.

     Purchaser  is  a state chartered bank, duly organized, validly existing and
in  good  standing  under  the  laws of the State of Georgia.  Purchaser has the
corporate  power  and  authority to own the properties being acquired, to assume
the  liabilities  being  transferred and to effect the transactions contemplated
herein.

Section  5.2.     No  Violation.

     Neither  the  execution  and  delivery  of  this  Agreement will violate or
conflict with (i) the Articles of Incorporation or Bylaws of Purchaser, (ii) any
material  provision  of any material agreement or any other material restriction
of  any  kind  to  which Purchaser is a party or by which Purchaser is bound, or
(iii) any material statute, law, decree, regulation or order of any governmental
authority,  or (iv) any material provision which will result in a default under,
or cause the acceleration of the maturity of, any material obligation or loan to
which  Purchaser  is  a  party.

Section  5.3.     Corporate  Authority.

     The  execution  and delivery of this Agreement, and the consummation of the
transactions  contemplated  herein,  have  been  duly authorized by the Board of
Directors  (or  Executive  Committee)  of  Purchaser.  No  further  corporate
authorization  on  the  part  of  Purchaser  is  necessary  to  consummate  the
transactions  contemplated  hereunder.

Section  5.4.     Enforceable  Agreement.

     This  Agreement  has  been  duly,  authorized,  executed  and  delivered by
Purchaser and is the legal, valid and binding agreement of Purchaser enforceable
in  accordance  with  its  terms.

Section  5.5.     Brokers.

     All  negotiations  relative  to  this  Agreement  and  the  transactions
contemplated  hereby have been carried on by Seller and Purchaser, and there has
been  no  participation or intervention by any other person, firm or corporation
employed  or  engaged  by  or on behalf of Purchaser in such a manner as to give
rise  to any valid claim against Seller or Purchaser for a brokerage commission,
finder's  fee  or  like  commission.

                                   ARTICLE VI
            OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE DATE

Section  6.1.     Full  Access.

     Seller  shall  afford  to  the  officers  and authorized representatives of
Purchaser,  upon reasonable prior notice and subject to Seller's normal security
requirements,  access  to  the  properties,  books and records pertaining to the
Branch  in  order  that  Purchaser  may have full opportunity to make reasonable
investigations, at reasonable times without interfering with the normal business
and  operations  of the Branch, or the affairs of Seller relating to the Branch.
The  officers  of  Seller shall furnish Purchaser with such additional financial
and  operating  data  and other information as to its business and properties at


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the  Branch,  or  where  otherwise located, as Purchaser may, from time to time,
reasonably  request  and  as  shall be available, including, without limitation,
information required for inclusion in all governmental applications necessary to
effect  this  transaction.  Nothing  in this Section 6.1 shall require Seller to
breach  any  obligation  of  confidentiality  or  to  reveal  any  proprietary
information,  trade secrets or marketing or strategic plans.  Records, including
credit  information,  relating to the Loans will be made available for review by
Purchaser  no  later  than  ten  days  after  the  execution  of this Agreement.

Section  6.2.     Applications  for  Approval  to  Effect Purchase of Assets and
                  Assumption  of  Liabilities.

     Within  30  days following the execution of this Agreement, Purchaser shall
prepare  and  file  applications required by law with the appropriate regulatory
authorities  for  approval  to  purchase  and  assume  the  aforesaid assets and
liabilities  to  establish  a  branch bank at the location of the Branch, and to
effect  in  all  other respects the transactions contemplated herein.  Purchaser
shall process such applications in a diligent manner and on a priority basis and
to provide Seller promptly with a copy of such applications as filed (except for
any  confidential  portions thereof) and all material notices, orders, opinions,
correspondence  and  other  documents  with respect thereto, and to use its best
efforts  to  obtain  all  necessary  regulatory  approvals  on  the date hereof.
Purchaser shall promptly notify Seller upon receipt by Purchaser of notification
of  any  significant  development  with  respect  to any application or that any
application  provided  for hereunder has been denied.  Seller shall provide such
assistance  and  information  to  Purchaser as shall be reasonably necessary for
Purchaser  to  comply  with  the  requirements  of  the  applicable  regulatory
authorities.

Section  6.3.     Conduct  of  Business;  Maintenance  of  Properties.

     From  the  date  hereof  until the Effective Date, Seller covenants that it
will:

     (a)     Carry  on  the  business  of  the  Branch substantially in the same
manner  as on the date hereof, use all reasonable efforts to preserve intact its
current  business  organization  and  preserve  its  business relationships with
depositors, customers and others having business relationships with it and whose
accounts  will  be  retained  at  the  Branch;

     (b)     Cooperate  with  and  assist  Purchaser  in  assuring  the  orderly
transition  of  the  business  of  the  Branch  to  Purchaser  from  Seller;

     (c)     Maintain  the  Branch  in  its current condition, ordinary wear and
tear  excepted;  and

     (d)     Not  change its deposit rates and terms for customers of the Branch
other  than  routine  changes  consistently  followed  by  its other branches or
subsidiary  financial  institutions  within  the  State  of  Georgia.

Section  6.4.     No  Solicitation  by  Seller.

     For  a  period  of  60  months  after the Effective Date, Seller shall not:

     (a)     Specifically  target  and solicit customers of the Branch utilizing
any  customer  or  mailing  list  which  consists  primarily of customers of the
Branch;  provided,  however,  these restrictions shall not restrict general mass
mailings,  statement  stuffers  and other similar communications directed to all
the  current  customers  of  Seller  or Seller's affiliates, or to the public or
newspaper,  radio  or television advertisements of a general nature or otherwise
prevent  Seller  from  taking such actions as may be required to comply with any
applicable  federal  or  state  laws,  rules  or  regulations;  or

     (b)     Own  or  operate,  directly or indirectly, a facility or facilities
which  accepts  deposits  or  extends  credit  or both in Bryan County, Georgia.

Section  6.5.     Further  Actions.

     The parties hereto shall execute and deliver such instruments and take such
other  actions  as  the other party may reasonably require in order to carry out
the  intent  of  this  Agreement.


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<PAGE>
Section  6.6.     Fees  and  Expenses.

     Purchaser  shall be responsible for the costs of all its own attorneys' and
accountants'  fees  and expenses, recording costs, and other expenses arising in
connection  therewith.  Seller  shall  be responsible for its own attorneys' and
accountants'  fees  and expenses, transfer fees, and documentary stamps, related
to  this  transaction.

Section  6.7.     Breaches  with  Third  Parties.

     Nothing  in  this  Agreement shall constitute an agreement to assign or the
assignment  of  any  material claim, contract, license, lease, commitment, sales
order  or  purchase  order or any material claim or right or any benefit arising
thereunder  or  resulting  therefrom if an assignment or an attempted assignment
thereof, without the consent of a third party thereto, would constitute a breach
thereof  or  materially affect the rights of Purchaser or Seller thereunder; and
any  transfer  or assignment to the Purchaser or Seller of any material property
or  property rights or any contract or agreement which shall require the consent
or  approval  of  any  third  party,  shall  be  made subject to such consent or
approval  being  obtained.

Section  6.8.     Insurance.

     On  the  Effective  Date,  Seller  will  discontinue its insurance coverage
maintained  in  connection with the Branch and the activities conducted thereon.
Purchaser  shall  be  responsible  for  insurance  protection  for  the Branch's
premises  and  the  activities  conducted  thereon  immediately  following  the
Effective  Date.  Pending  the Closing, risk of loss shall be the responsibility
of  Seller.

Section  6.9.     Public  Announcements.

     Seller  and  Purchaser agree that, from the date hereof, neither shall make
any  public  announcement  or  public  comment  regarding  this Agreement or the
transactions  contemplated  herein without first consulting with the other party
hereto  and  reaching  an  agreement  upon  the  substance  and  timing  of such
announcement  or  comment.  If in the opinion of legal counsel to Purchaser, the
transaction  is  a  material  transaction as to Purchaser so as to result in the
necessity  of  a  public  announcement  by  it,  Seller  consents to such public
announcement  after  Seller  has  notified  the  Employees  of  the transaction.
Further, Seller and Purchaser acknowledge the sensitivity of this transaction to
the  Employees and no announcements or communications with these Employees shall
be  made  without  the  prior  approval  of  Seller.

Section  6.10.     Further  Negotiations.

     Each  party  recognizes  and  acknowledges  that  between  the date of this
Agreement  and  the  Effective  Date,  each will expend a great deal of time and
expense  in  proceeding  in  good  faith to close the transaction.  Accordingly,
neither  Purchaser nor Seller will conduct, initiate or continue any discussions
or negotiations or enter into any understanding, arrangements or agreements with
any  other party or entity in connection with the matters set forth herein prior
to  the  Effective  Date.

Section  6.11.     Notification  of  Customers,  Etc.

     Promptly after the Effective Date, Purchaser will (i)) notify all customers
of  the  Branch as of the Effective Date of the consummation of the transactions
contemplated  by this Agreement, and (ii) provide all appropriate notices to the
FDIC,  the  Georgia  Department of Banking and Finance and any other appropriate
regulatory  authorities  required from Purchaser as a result of the consummation
of  these transactions.  As soon as practicable and, in any event, no later than
30  calendar  days  after  the  Effective Date, Purchaser will issue new checks,
draft  forms,  loan  coupon  books  and deposit slips reflecting its transit and
routing number to customers of the Branch able to access accounts through either
checks  or  drafts.  Purchaser  shall  use  its  best efforts to encourage these
customers  to  begin  using these checks and cease using checks bearing Seller's
name.

                                   ARTICLE VII
                      CONDITIONS TO PURCHASER'S OBLIGATIONS

     The  obligation  of  Purchaser to complete the transactions contemplated in
this  Agreement  are  conditioned  upon  fulfillment, on or before the Effective
Date,  of  each  of  the  following  conditions:

Section  7.1.     Representations  and  Warranties  True.

     The  representations  and warranties made by Seller in this Agreement shall
be  true in all material respects on and as of the Effective Date as though such
representations  and warranties were made at and as of such time, except for any
changes  permitted  by  the  terms  hereof  or  consented  to  by  Purchaser.


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Section  7.2.     Obligations  Performed.

     Seller  shall  (i)  deliver  or  make  available  to  Purchaser those items
required  by  Section  2.2  hereof  and  (ii) perform and comply in all material
respects  with  all  obligations and agreements required by this Agreement to be
performed  or  complied  with  by  it  prior  to  or  on  the  Effective  Date.

Section  7.3.     No  Adverse  Litigation.

     On  the  Effective  Date, no action, suit or proceeding shall be pending or
threatened  against  Seller  which  is  reasonably  likely to (i) materially and
adversely  affect  the  business,  properties  and assets of the Branch, or (ii)
materially  and  adversely  affect  the  transactions  contemplated  herein.

Section  7.4.     Regulatory  Approval.

     Purchaser  shall  have  received  all necessary regulatory approvals of the
transactions provided in this Agreement, all notice and waiting periods required
by law to pass shall have passed, no proceeding to enjoin, restrain, prohibit or
invalidate  such  transactions shall have been instituted or threatened, and any
conditions  of  any  regulatory  approval  shall  have  been  met.

                                  ARTICLE VIII
                       CONDITIONS TO SELLER'S OBLIGATIONS

     The  obligation of Seller to complete the transactions contemplated in this
Agreement  are conditioned upon fulfillment, on or before the Effective Date, of
each  of  the  following  conditions:

Section  8.1.     Representations  and  Warranties  True.

     The  representations  and  warranties  made  by Purchaser in this Agreement
shall be true in all material respects at and as of the Effective Date as though
such representations and warranties were made at and as of such time, except for
any  changes  permitted  by  the  terms  hereof  or  consented  to  by  Seller.

Section  8.2.     Obligations  Performed.

     Purchaser  shall  (i) deliver to Seller those items required by Section 2.2
hereof,  and  (ii)  perform  and  comply  in  all  material  respects  with  all
obligations  and  agreements  required  by  this  Agreement  to  be performed or
complied  with  by  it  prior  to  or  on  the  Effective  Date.

Section  8.3.     No  Adverse  Litigation.

     On  the  Effective  Date, no action, suit or proceeding shall be pending or
threatened  against  Purchaser  or  Seller  which might materially and adversely
affect  the  transactions  contemplated  hereunder.

Section  8.4.     Regulatory  Approval.

     Purchaser  shall  have received from the appropriate regulatory authorities
approval of the transactions contemplated herein, all notice and waiting periods
required  by  law  to pass shall have passed, no proceeding to enjoin, restrain,
prohibit  or  invalidate  such  transactions  shall  have  been  instituted  or
threatened,  and  any conditions of any regulatory approval shall have been met.

                                   ARTICLE IX
                                   TERMINATION

Section  9.1.     Methods  of  Termination.

     This Agreement may be terminated in any of the following ways:

     (a)     by either Purchaser or Seller, in writing 5 days in advance of such
termination, if the Closing has not occurred by January 31, 2002;


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     (b)     at any time on or prior to the Effective Date by the mutual consent
in  writing  of  Purchaser  and  Seller;

     (c)     on  the  Effective  Date, by Purchaser in writing if the conditions
set  forth in Article VII of this Agreement shall not have been met by Seller or
waived  in  writing  by  Purchaser;

     (d)     on  the  Effective Date, by Seller in writing if the conditions set
forth  in Article VIII of this Agreement shall not have been met by Purchaser or
waived  in  writing  by  Seller;

     (e)     any  time on or prior to the Effective Date, by Purchaser or Seller
in  writing  if  the  other  shall have been in breach of any representation and
warranty  in  any  material  respect (as if such representation and warranty had
been  made on and as of the date hereof and on the date of the. notice of breach
referred  to  below),  or  in  breach of any covenant, undertaking or obligation
contained  herein,  and such breach has not been cured by the earlier of 30 days
after  the  giving  of  notice  to  the  breaching  party  of such breach or the
Effective  Date;

     (f)     by  Seller  in  writing at any time after any applicable regulatory
authority  has  denied  approval of any application of Purchaser for approval of
the  transactions  contemplated  herein;  or

     (g)     in  accordance  with  the  termination provisions of either Section
1.10  or  Section  9.2  hereof.

Section  9.2.     Procedure  Upon  Termination.

     In  the  event of termination pursuant to Section 9.1 hereof, and except as
otherwise  stated  therein,  written  notice thereof shall be given to the other
party,  and  this  Agreement  shall  terminate  immediately upon receipt of such
notice  unless  an  extension  is  consented to by the party having the right to
terminate.

     If this Agreement is terminated as provided herein,

     (a)     each  party  will  return  all  documents,  work  papers  and other
materials  of  the  other  party,  including  photocopies  or other duplications
thereof,  relating  to  this  transaction,  whether obtained before or after the
execution  hereof,  to  the  party  furnishing  the  same;  and

     (b)     all information received by either party hereto with respect to the
business  of the other party (other than information which is a matter of public
knowledge  or  which has heretofore been published in any publication for public
distribution  or  filed  as  public information with any governmental authority)
shall  not  at  any  time  be  used  for  any  business purpose by such party or
disclosed  by  such  party  to  third  persons.

     (c)     Seller  shall  have  the  right  to  sell  and  Purchaser  shall be
obligated  to  purchase  any  or  all of the loans made or approved by Seller to
customers  of the Branch provided such loans are approved by the parties and are
made  or approved during the period beginning October 15, 2001 and ending on the
                                                      --
date  this  Agreement  is  terminated.

Section 9.3.     Bust-up Fee.

     If  prior  to  the  Effective  Date, this Agreement is terminated by either
party  as  a  result  of  the  other  party's  willful  breach  of  such party's
representations,  warranties  or  agreements set forth herein of this Agreement,
such party shall pay to the non-breaching party as its sole and exclusive remedy
resulting from such termination, an amount in cash equal to the sum of:  (i) the
reasonable  direct  costs  and  expenses  incurred  by  or  on  behalf  of  the
non-breaching  party  in  connection  with the transactions contemplated by this
Agreement, plus, (ii) the sum of $100,000, which sum represents compensation for
the non-breaching party's loss as the result of the transactions contemplated by
this  Agreement  not  being  consummated.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section  10.1.     Amendment  and  Modification.

     The  parties  hereto,  by mutual consent of their duly authorized officers,
may  amend, modify and supplement this Agreement in such manner as may be agreed
upon  by  them  in  writing.


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Section  10.2.     Waiver  or  Extension.

     Except  with  respect  to required approvals of the applicable governmental
authorities,  either  party,  by  written instrument signed by a duly authorized
officer,  may  extend  the time for the performance of any of the obligations or
other  acts  of  the  other  party  and  may  waive  (i) any inaccuracies in the
representations  and  warranties  contained  herein or in any document delivered
pursuant  hereto,  or (ii) compliance with any of the undertakings, obligations,
covenants  or  other  acts  contained  herein.

Section  10.3.     Assignment.

     This  Agreement and all of the provisions hereof shall be binding upon, and
shall  inure  to the benefit of, the parties hereto and their permitted assigns,
but  neither  this  Agreement  nor  any  of the rights, interests or obligations
hereunder  shall  be  assigned by either of the parties hereto without the prior
written  consent  of  the  other.

Section  10.4.     Confidentiality.

     Seller  and  Purchaser  covenant and agree that all information received by
either of them with respect to the business of the other (other than information
which  is a matter of public knowledge or which has heretofore been published in
any  publication  for  public  distribution  or which has heretofore or which is
hereafter filed as public information with any governmental authority) shall not
at any time be used for any business purpose or disclosed by such party to third
persons  other  than  such  party's  employees, representatives or agents.  This
covenant  and  agreement  shall  survive  the  consummation  of the transactions
contemplated  herein.

Section  10.5.     Addresses  for  Notices,  Etc.

All notices, requests, demands, consents and other communications provided for
hereunder and under the related documents shall be in writing and mailed (by
registered or certified mail, return receipt requested), telegraphed, telexed,
telecopied or personally delivered (with receipt thereof acknowledged) to the
applicable party at the address indicated below:

      If to Seller:                       Michael E. Ricketson, President
                                          PAB Bankshares, Inc.
                                          3205 North Valdosta Road
                                          Valdosta, Georgia 31602
                                          FAX: 229/241-2774

      with a copy to:                     Thompson Kurrie, Jr., Esquire
                                          Coleman, Talley, Newbern, Kurrie,
                                            Preston & Holland, LLP
                                          910 North Patterson Street
                                          Valdosta, Georgia  31601
                                          FAX: 229/333-0885

      If to Purchaser:                    Cornelius P. Holland, III, Chairman
                                          Southeastern Bank
                                          1010 Northway Street
                                          Darien, Georgia 31305
                                          FAX: 912/437-2294

      with a copy to:                     Thomas O. Powell, Esquire
                                          Troutman Sanders LLP
                                          600 Peachtree Street, N.E., Suite 5200
                                          Atlanta, Georgia  30308-2216
                                          FAX:  404/962-6658

or, as to each party, at such other address as shall be designated by such party
in  a  written notice to the other party complying as to delivery with the terms
of  this  Section.


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Section  10.6.     Counterparts.

     This  Agreement may be executed simultaneously in two or more counterparts,
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and  the  same  instrument.

Section  10.7.     Headings.

     The  headings  of  the Sections and Articles of this Agreement are inserted
for  convenience  only  and  shall  not  constitute  a  part  thereof.

Section  10.8.     Governing  Law.

     This  Agreement shall be governed by, and construed in accordance with, the
laws  of  the  State  of  Georgia.

Section  10.9.     Sole  Agreement.

     This  Agreement  and the exhibits and attachments hereto represent the sole
agreement between the parties hereto respecting the matters addressed herein and
all prior or contemporaneous written or oral proposals, agreements in principle,
representations,  warranties  and  understandings  between  the  parties  are
superseded  hereby  and  merged  herein.

Section  10.10.     Expenses.

     Except  as  otherwise provided in this Agreement, all legal, accounting and
other costs and expenses incurred in connection with the execution, delivery and
performance  of this Agreement and of the transactions contemplated hereby shall
be  borne  and  paid by the party incurring such costs and expenses, and neither
party  shall  be  obligated for any cost or expense incurred by the other party.

Section  10.11.     Severability.

     If any provision of this Agreement is invalid or unenforceable, the balance
of  this  Agreement  shall  remain  in  effect.

Section  10.12.     Parties  In  Interest.

     Nothing  in  this  Agreement,  express  or implied, is intended or shall be
construed  to  confer upon or give to any person (other than the parties hereto,
their  successors  and  permitted  assigns)  any  rights or remedies under or by
reason  of  this  Agreement,  or  any  term,  provision, condition, undertaking,
warranty,  representation,  indemnity,  covenant  or agreement contained herein.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers as of the date first written above.

ATTEST:                                  "SELLER"

                                         THE PARK AVENUE BANK

By: R. Ray Chitty                        By: /s/ William S. Cowart
------------------------                     -----------------------------
    Its: EVP                                 William S. Cowart, President
        ----------------------------

              (BANK SEAL)



ATTEST:                                 "PURCHASER"

                                        SOUTHEASTERN BANK

By: /s/ Wanda D. Pitts                   By: /s/ Cornelius P. Holland, III
------------------------                     -------------------------------
    Its: Secretary                           Cornelius P. Holland, III, Chairman
        ----------------------------

              (BANK SEAL)


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