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                                                                    EXHIBIT 10.5

COUNTY OF COBB

STATE OF GEORGIA

                               PURCHASE AGREEMENT

         This PURCHASE AGREEMENT (hereinafter the "Agreement") is made and
entered into between SWEETWATER FINANCIAL GROUP, INC., a Georgia corporation,
hereinafter referred to as "Purchaser" and G.W. INVESTMENTS, a Georgia
partnership, hereinafter referred to as "Seller". The Purchaser and Seller are
sometimes hereinafter collectively referred to as the parties.

                                   WITNESSETH

         The Seller agrees to sell and convey and the Purchaser agrees to
purchase an approximately 1.49 (plus or minus) acre tract of property located in
Land Lot 732 and 733, 19th District, 2nd Section, City of Powder Springs, Cobb
County, Georgia. The property fronts Lawler Drive, Florence Road and U.S.
Highway 278 a/k/a Thornton Road Extension and is more particularly described in
the attached survey (hereinafter referred to as the "Property" as shown on the
attached Exhibit "A"). It is the intention of the parties to divide the Property
into two equal parcels as depicted on Exhibit "A" (hereinafter sometimes
referred to individually as "Tract I" or "Tract II"). It is the intention of the
parties to more clearly delineate the countries for Tract I and Tract II in a
subsequent survey; however, the attached survey will be used for purpose of
approximately delineating the boundaries of Tract I and Tract II. The Purchaser
intends to purchase Tract I and Tract II under the following terms and
conditions.


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1.       Earnest Money: Purchaser shall pay to Seller the sum of Five-Thousand
         Dollars and no cents ($5,000.00) by check as earnest money, payable
         within five days (5) of the Date of Contract. Such sum is hereinafter
         referred to as "Earnest Money". The Earnest Money". The Earnest Money
         shall be held by the Seller.

2.       Purchase Price: The Purchase Price for the Property is
         Seven-Hundred-Twenty-Five-Thousand Dollars and no cents ($725,000.00).
         Seller accepts as the price for Tract I some portion of the Purchase
         Price in cash (hereinafter the "Tract I Cash") and accepts as the price
         for Tract II the balance of the Purchase Price in stock, as stock is
         hereinafter described, (hereinafter the "Tract II Stock"). No later
         than 5 days prior to the closing, the Seller shall give notice to the
         Purchase indicating the Tract I Cash and Tract II Stock amounts, the
         combination of which must equal the Purchase Price for the Property.

3.       Purchase of the Property:

         a.       Tract I: The purchase price for Tract I will be some portion
                  of the Purchase Price paid in cash, such portion to be
                  determined by the Seller pursuant to paragraph 2 of this
                  Agreement.

                  i.       Purchaser shall pay in full to the Seller at closing
                           the Tract I Cash;

                  ii.      Seller shall return to Purchaser the $5,000.00
                           Earnest Money at closing in order that the sales
                           amount reflect the sales price of $725,000,000 for
                           tax purposes.

         b.       Tract II: The purchase price for Tract II will be some portion
                  of the Purchase Price paid in stock, such portion to be
                  determined by the Seller pursuant to paragraph 2 of this
                  Agreement.


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                  i.       Purchaser shall issue Tract II Stock to any person
                           designated by the Seller, it being understood by the
                           Seller that no warrants may attach to any person
                           other than a member of the Board of Directors of
                           Sweetwater Financial Group, Inc. Tract II Stock shall
                           be defined as common stock and warrants eligible to
                           organizers of Sweetwater Financial Group, Inc., the
                           value of such shares and warrants to be determined at
                           the price such common stock is sold in the
                           contemplated public offering.

                  ii.      It is the desire of the Seller that such
                           consideration of stock for real property be
                           considered a Section 351 tax-free contribution. The
                           stock shall be accompanied with warrants that are
                           identical to those warrants that would be provided to
                           the organizers of Sweetwater Financial Group, Inc.,
                           provided that the person designated by the Seller to
                           receive such stock is on the Board of Directors of
                           Sweetwater Financial Group, Inc.

                  iii.     During the Feasibility Period, the parties shall
                           undertake the following:

                           a.       The Purchaser and Seller shall make a
                                    determination that the payment of stock and
                                    warrants in exchange for real property is
                                    not disadvantageous to either Purchaser or
                                    Seller from a securities law standpoint.

                           b.       The Purchaser and Seller shall obtain
                                    approval of the Tract II stock and warrants
                                    issuance from the Georgia Department of
                                    Banking and Finance (hereinafter referred to
                                    as the "Department").


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                           c.       Upon the advice of their individual respect
                                    tax advisors, the Purchaser and Seller shall
                                    make a determination that the stock issuance
                                    should be treated as a tax-free contribution
                                    by Seller of a portion of the Property to
                                    Purchaser under Section 351 of the Internal
                                    Revenue Code of 1986, as amended.

                           d.       If the parties determine that the stock
                                    issuance is disadvantageous or that it would
                                    not be a tax-free contribution under Section
                                    351, or if the Department fails to approve
                                    the stock issuance, then Purchaser shall
                                    still be obligated to close this transaction
                                    and Seller shall notify Purchaser of the
                                    split of cash and stock (and warrants) to be
                                    paid under paragraph 2.

                           e.       If the parties fail to make a determination
                                    with respect to either securities law of tax
                                    treatment during the Feasibility Period,
                                    then they shall be deemed to have
                                    conclusively determined that such payment is
                                    not disadvantageous from a securities law
                                    standpoint or that tax-free treatment
                                    applies, as the case may be.

                  iv.      Purchaser shall cause to have issued such stock at
                           closing; however, in no event shall any stock be
                           issued under this paragraph until Department grants
                           approval to the Purchaser for the issuance of such
                           stock. In the event such approval by the Department
                           is not granted, then, in that event, the Seller may,
                           at its option, terminate this Agreement by giving
                           notice to the Purchaser as provided in this
                           Agreement. Seller shall


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                           deliver to Purchaser the Earnest Money paid less
                           $2,000 and neither party shall have any further
                           duties or obligations under this Agreement.

4.       Payment and other conditions:

         a.       Tract I: Purchaser agrees to obtain a new loan in order to pay
                  the Tract I Cash requirement at closing. This Agreement is
                  made conditioned upon Purchaser's ability to obtain a loan in
                  the principal amount of $725,000.00 cash, to be secured by a
                  first lien security deed on Tract I or Tract II or both; the
                  loan to be paid in consecutive monthly installments of
                  principal and interest over a term of not less than 30 years
                  at a rate not to exceed 12% per annum, "Ability to obtain" as
                  used herein means that Purchaser is qualified to receive the
                  loan described herein based upon lender's customary and
                  standard underwriting criteria. If Purchaser is unable to
                  obtain a loan as contemplated in this paragraph, then
                  Purchaser may terminate this Agreement and upon such
                  termination, Purchaser is entitled to a refund of the Earnest
                  Money paid.

         b.       Tract II: This Agreement is made conditioned upon Seller's
                  receipt of a written legal opinion that addresses whether the
                  exchange of real property for bank stock is a Section 351
                  tax-free contribution. All parties acknowledge and agree that
                  the Purchaser has not provided any advice to Seller with
                  respect to whether the exchange of real property for bank
                  stock will qualify as a Section 351 tax-free contribution and
                  Seller acknowledges that it will seek its own independent
                  legal and tax advice with respect to such an exchange. In the
                  event that the exchange of Purchaser's bank stock for real
                  property does not qualify as Section 351 tax-free
                  contribution, then in that event, Seller shall be responsible
                  for any


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                  and all tax consequences as a result of the closing for Tract
                  II and Seller agrees to indemnify and hold Purchaser harmless
                  against any and all claims arising out of such
                  disqualification. In the event Seller does not receive the
                  legal opinion as contemplated in this paragraph as a result of
                  the Purchaser's refusal to pay the $3,500.00, then Seller may
                  terminate this Agreement retain the Earnest Money paid.

5.       Loan Obligation: Purchaser agrees to (1) make application for the loan
         within forty-five (45) days from the Date of Contract, (2) immediately
         notify the Seller of having applied for the loan and the name of the
         lender and, (3) pursue qualification for and approval of the loan
         diligently and in good faith. Should Purchaser not timely apply for the
         loan, Seller may terminate this Agreement if Purchaser does not within
         five days after receiving written notice thereof, provided Seller with
         written evidence of loan application. Purchaser agrees that a loan with
         terms consistent with those described herein shall satisfy this loan
         contingency. Purchaser may also apply for a loan with different terms
         and conditions of this Agreement are fulfilled, and the new loan does
         not increase the costs charged to the Seller. Purchaser shall be
         obligated to close on the sale of Tract I if Purchaser has the ability
         to obtain a loan with terms as described herein and/or any other loan
         for which Purchaser has applied and been approved.

6.       Closing and Possession:

         a.       The closing for the sale of the Property shall be held no
                  sooner than 60 days after the Date of Contract, and in no
                  event later than 150 days after the Date of Contract. It is
                  anticipated that the Purchaser will receive conditional
                  charter approval from the Department sometime after the first
                  60 days after the Date of


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                  Contract, but before the 150 days after the Date of Contract.
                  When the conditional charter is granted, the parties agree to
                  close this transaction with 7 days of the Purchaser receiving
                  such conditional charter approval (hereinafter referred to as
                  the "closing"). In the event that the Purchaser determines
                  that rezoning or environmental remediation of the Property is
                  necessary pursuant to this Agreement, the Purchaser and Seller
                  agree to extend the closing by an additional 90 days, beyond
                  the initial 60-day minimum, to allow for such activity to
                  occur. If the conditions of chartering are not met and by
                  mutual consent of Seller and Purchaser the stock is deemed
                  worthless then this transaction shall unwind. The Purchaser
                  shall return any deeds issued to Seller and the Seller shall
                  return to Purchaser all stock and cash within 90 days of such
                  determination.

         b.       The closing shall be held at the law office of Donald Mize.

         c.       Seller shall provide possession of the Property on the date of
                  closing.

7.       Inspection of the Property:

         a.       Phase I Environmental: The Purchaser shall have 30 days from
                  the Date of Contract to fully inspect the Property, among
                  other things, perform a Phase I environmental evaluation and
                  verify compliance with applicable laws, ordinances and
                  regulations. This right to inspect shall include the
                  Purchaser's right and privilege to have its agents and
                  representatives, at Purchaser's expense and at reasonable
                  times during normal business hours, enter upon the Property
                  for the purpose of inspecting, examining, testing and
                  surveying the Property. If, as a result of such inspection(s),
                  it is revealed that all or a portion of the


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                  Property, including soil and/or ground water, is contaminated
                  with hazardous waste or is not in compliance with applicable
                  laws, ordinances and regulations, Purchaser shall have the
                  option, exercisable at Purchaser's sole election, to (i)
                  terminate this Agreement, be entitled to a complete refund by
                  the Seller of all Earnest Money and neither party shall have
                  any further rights or obligations hereunder; or (ii) close the
                  sale of the Property and accept the Property "as is".

         b.       Feasibility: Purchaser's obligations under this Agreement are
                  subject to and conditioned upon Purchaser's investigation and
                  study of the Property and satisfaction with all aspects
                  thereof deemed relevant by Purchaser, including, but not
                  limited to: zoning of the Property permitting the use of the
                  Property for banking facilities, including the use of the
                  property for a temporary modular bank building, and the soil
                  conditions; availability of all utilities to the Property in
                  adequate capacities and at appropriate locations; access to
                  the Property by public roads; availability of all approvals
                  and permits required for use of the property; economic and
                  feasibility studies. Purchaser shall have 30 days after the
                  Date of Contract (the "Feasibility Period") in which to make
                  such investigations and studies with respect to the Property.
                  Purchaser may terminate this Agreement by notice to the Seller
                  not later than 30 days after the date of Contract, if any
                  aspect of the Property is not satisfactory to the Purchaser,
                  in Purchaser's sole discretion. If such notice is timely given
                  to Seller by Purchaser, the Purchaser shall be entitled to a
                  refund by the Seller of all Earnest Money paid. If Purchaser
                  fails to give notice prior to the end of the Feasibility


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                  Period, then such conditions shall be conclusively deemed to
                  be waived by Purchaser.

8.       Title: Seller warrants that it presently has title to the Property, and
         at the time of the closing, Seller agrees to convey good and marketable
         title to Title I and Tract II to Purchaser by General Warranty Deeds
         subject only to (1) zoning ordinances affecting the Property; (2)
         utility easements of record serving the Property; and (3) leases, other
         easements, or other restrictions and encumbrances specified in this
         Agreement. Purchaser shall move promptly and in good faith after the
         Date of Contract to examine title of the Property and to furnish Seller
         with a written statement of objections affecting the marketability of
         said title. Seller shall have reasonable time after receipt of such
         objections to satisfy all valid objections and if Seller fails to
         satisfy such valid objections within a reasonable time, then at the
         option of the Purchaser, evidence by written notice to the Seller,
         Purchaser may terminate this Agreement and Purchaser shall be entitled
         to a refund of the Earnest Money paid. Marketable title as used herein
         shall mean title, which a title insurance company licensed to do
         business in the State of Georgia will insure at its regular rates,
         subject only to standard exceptions unless otherwise specified herein.

9.       Costs and Prorations

         a.       Real Estate Taxes: Ad valorem taxes assessed against the
                  Property for the year 2000 shall be paid by the Seller. Taxes
                  for the year 2001 shall be the responsibility of the
                  Purchaser.

         b.       Real Estate Transfer Tax: Purchaser shall pay State of Georgia
                  Real Estate Transfer Tax at closing.


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         c.       Survey: Purchaser shall pay for the cost of a survey for the
                  Property.

         d.       Costs to record deeds: Purchaser shall pay any costs, over and
                  above the real estate transfer tax, associate with the
                  recording of the deeds for Tract I and Tract II.

         e.       Attorney's fees: Each party is to pay its own attorney's fees
                  in relation to the preparation, execution and closing of the
                  Property, subject only to the Purchaser's agreement to pay the
                  following amount son the Seller's behalf for the following
                  legal opinions: The Purchaser agrees to pay $3,500.00 of the
                  Seller's expense in obtaining the Section 351 opinion and the
                  Purchaser agrees to pay $3,000.00 of the Sellers expense to
                  1499, Inc. in obtaining Section 1031 opinion and intermediary
                  services.

         f.       Title Examination/Insurance: Purchaser shall pay for the cost
                  of its title examination and cost associated with the purchase
                  of title insurance for the Property.

10.      Broker: The parties each warrant and represent to the other that
         neither party has employed or dealt with a real estate broker or agent
         in connection with the transactions contemplated herein. The parties
         covenant and agree, each to the other, to indemnify the other against
         any loss, liability, costs, claims, demands, damages, actions, causes
         of actions and suits arising out of or in any manner related to the
         alleged employment or use by the indemnifying party of any real estate
         broker or agent.

11.      Notice: Each notice provided for under this Agreement shall be in
         writing and sent via commercial courier service or by depositing it
         with the United States Postal Service or any official successor
         thereof, certified or registered mail, return receipt requested with


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         adequate postage prepaid, addressed to the appropriate party, and
         marked to a particular individual's attention if so indicated, as
         hereinafter provided. Each notice shall be effective on the date of
         receipt or the date delivery is first attempted, which ever first
         occurs, and, the time period in which a response to any notice must be
         given or any action taken with respect thereto shall commence to run
         from the effective date thereof, as evidenced by the courier service
         records or by the return receipt, as the case may be. The addresses of
         the parties shall be those set forth below. Any party shall have the
         right to change the address or individual's attention or additional
         addresses for copies shall be given in writing to the other at least
         ten days prior to such change taking effect.

                                SELLER'S ADDRESS:

                                   Lynn Wilson
                                G.W. Investments
                               3272 Florence Road
                          Power Springs, Georgia 30127

                                   Steve Greer
                                G.W. Investments
                               3272 Florence Road
                          Power Springs, Georgia 30127

                                    COPY TO:

                              Daniel D. Dinur, Esq.
                            Dinur & Associates, P.c.
                              One Lakeside Commons
                          990 Hammond Drive, Suite 760
                             Atlanta, Georgia 30328


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                              PURCHASER'S ADDRESS:

                             Caric Martin, President
                        Sweetwater Financial Group, Inc.
                               c/o Paul Wilkerson
                             Wilkerson Paper Company
                           325 Great Southwest Parkway
                             Atlanta, Georgia 30336

                                    COPY TO:

                             R. Randall Bentley, Sr.
                           Bentley, Bentley & Bentley
                              241 Washington Avenue
                             Marietta, Georgia 30060

12.      Documents: Each party shall deliver to the other party appropriate
         evidence to establish the authority of such party to enter into and
         close the transaction contemplated hereby. Seller shall also deliver to
         Purchaser at the closing a Seller's General Warranty deed and an
         affidavit of title with respect to the appropriate tract in form
         satisfactory to Purchaser's title insurer. The parties shall also
         deliver at the closing any other documents reasonably necessary to
         complete and evidence the transaction contemplated hereby. Seller
         agrees to provide Purchaser within 30 days after the Date of Contract
         legible copies of any and all surveys, title reports, title insurance
         policies, environmental assessment reports which Seller may have
         concerning the Property.

13.      Default and Remedies: If Purchaser fails or refuses to perform its
         obligations under this Agreement, and such failure or refusal is not
         cured within five (5) days after notice from Seller, then Seller may as
         its sole and exclusive remedy have the Earnest Money as full liquidated
         damages. The parties hereby acknowledge the difficulty of ascertaining
         Seller's actual damages in such circumstance and agree that the Earnest
         Money represents a good faith resolution thereof. If Seller fails or
         refuses to perform


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         its obligations under this Agreement, and such failure or refusal is
         not cured within five (5) days after the notice from Purchaser, then
         Purchaser shall have the right to a refund of the Earnest Money,
         specific performance, or any and all other rights and remedies
         available at law or in equity for Seller's breach.

14.      Survival and Termination:

         a.       The provisions of this Agreement shall survive the closing
                  unless and to the extent expressly provided otherwise.

         b.       The provision of this Agreement concerning the disbursement of
                  the Earnest Money shall survey the termination.

         c.       "Terminate" or "Termination" shall mean the termination of
                  this Agreement pursuant to the right to do so as provided
                  herein. Upon Termination, the Earnest Money shall be disbursed
                  as provided herein, and the parties hall have no further
                  rights or duties under this Agreement except as expressly
                  provided herein. In any case in which the Earnest Money is
                  provided herein to be returned to the Purchaser, then
                  nevertheless Two thousand dollars ($2,000.00) hereof shall be
                  paid to or retained by Seller and deducted from the amount due
                  Purchaser. The Seller's amount shall belong to Seller in any
                  and all events and shall in effect constitute option money,
                  making this Agreement binding even if any conditions or
                  provisions herein are entirely with the discretion or control
                  of the Purchaser for certain time periods.

15.      Entire Agreement: This Agreement constitutes the entire Agreement of
         the parties and may not be amended except by written instrument
         executed by both Purchaser and Seller.


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16.      Signage: The Purchaser agrees to cooperate with Seller to co-locate
         signage on the Purchaser's principal marquis sign on the Property. The
         Seller's proposed signage shall be aesthetically consistent with
         Purchaser's signage and pre-approved by Purchaser prior to the
         installation of such sign. Purchaser further agrees to assist with the
         Seller's application for a variance with the appropriate local
         governing authority for the location of such signage on the Property.
         Seller shall be responsible for any and all expenses related to the
         Seller's part of the sign on the Purchasers structure.

17.      Excess Dirt: During the construction of the banking facilities on the
         Property by the Purchaser, the Seller agrees to permit the Purchaser to
         move and locate any excess dirt from the Property on Seller's adjacent
         property. Once located on Seller's adjacent property, Purchaser agrees
         to seed and hay such dirt on Seller's adjacent property.

18.      Interpretation: The paragraph headings are inserted for convenience
         only and are in no way intended to interpret, define or limit the scope
         or content of this Agreement or any provision hereof. Whenever the
         singular is used in this writing, it shall be extended when necessary
         to include the plural. The parties acknowledge and agree that
         notwithstanding which party originally drafted this Agreement, the
         construction of this Agreement in a court of competent jurisdiction,
         shall not be construed unfavorably against the drafting party and a
         court of competent jurisdiction shall not give any party a favorable
         presumption based upon which party originally drafted this Agreement.
         The parties agree and acknowledge that the terms and conditions herein
         where property negotiated in good faith and at arms length.

19.      Applicable Law and Consent to Venue and Jurisdiction: This Agreement
         shall be construed and interpreted in accordance with the laws of the
         State of Georgia. In the


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         event of a dispute between the parties regarding this Agreement, any
         and all claims arising out of this Agreement shall be litigated in a
         court of competent jurisdiction in Cobb County, Georgia. All parties
         consent to the personal jurisdiction of any such Cobb County court to
         litigate and resolve any such dispute.

20.      Successors and Assigns: This Agreement shall be binding upon and inure
         to the benefit of the parties and their respective successors and
         assigns. The rights of each party under this Agreement are assignable
         only upon the written consent of the other party.

21.      Seller's Representation: Seller warrants, represents and agrees that:

         a.       Seller is the owner of the Property as of the Date of
                  Contract.

         b.       To Seller's knowledge, no condemnation proceeding is pending
                  or threatened with respect to any part of the Property.

         c.       To Seller's knowledge, the Property has never been used as a
                  landfill for garbage or refuse, dump, and stump pit or other
                  similar purpose.

         d.       Seller has received no notice (oral or written) that any
                  municipality or other governmental or quasi-governmental
                  authority has determined that there are any violations of
                  health, fire safety, building, environmental or other
                  statutes, ordinances or regulations affecting or applicable to
                  the Property, and Seller has no knowledge of any such
                  violations. In the event Seller receives notice prior to the
                  closing of any such violations affecting the Property, Seller
                  shall deliver notice thereof to Purchaser the next business
                  day after Seller's receipt thereof.

         e.       Seller has received no notice (oral or written) of the
                  existence of any areas on or in the Property where Hazardous
                  Material or Waste (as hereinafter defined) have been used,
                  disposed of, release or found, and Seller has no knowledge of


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                  the existence of any such areas, or of the storage or disposal
                  of any Hazardous Material or Waste on the Property. For
                  purposes of this Agreement, the term "Hazardous Material or
                  Waste" shall mean petroleum (including crude oil or any
                  fraction thereof), asbestos, medical waste, and any substance
                  identified by CERCLA, RCRA or any other federal, state, county
                  or municipal legislation or ordinance as a hazardous or toxic
                  substance or waste.

         f.       No storage tanks are located on the Property, either above or
                  below ground, and there are no underground pipes or lines on
                  the Property, except for county water or sewer lines or
                  electrical, telephone or gas conduits, owned by public utility
                  companies.

         g.       There has been no leaking or purposeful disposal of any
                  Hazardous Material or Waste onto or into the Property.

         h.       No Hazardous Material or Waste has been generated by Seller on
                  the Property prior to or since the date upon which the Seller
                  acquired the Property.

         i.       During the pendency of this Agreement and prior to the
                  closing, Seller shall take no action which would in any way
                  encumber or alienate Seller's title to the property, including
                  but not limited to the execution of any contracts of sale,
                  leases, easements, security instruments and deeds of
                  conveyance unless the same are expressly contemplated under
                  the terms of this Agreement or are done so with the written
                  acknowledgement and consent of Purchaser.

         j.       Seller agrees to take such actions at its expense as may be
                  reasonably necessary to cause such warranties, representations
                  and agreements to be true and satisfied


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                  as of the closing. Seller shall affirm these warranties,
                  representations and agreements at the closing.

22.      Counterpart Execution: This Agreement may be executed in separate
         counterparts. It shall be fully executed when each party whose
         signature is required has signed at least one counterpart even though
         no one counterpart contains the signatures of all the parties.

23.      Eminent Domain: If, after the Date of Contract and prior to the
         closing, Seller receives notice of the commencement or threatened
         commencement of eminent domain or other like proceedings against any
         portion of the Property, Seller shall promptly give notice thereof to
         Purchaser. Purchaser shall elect within thirty (30) days by notice
         thereof to Purchaser. Purchaser shall elect within thirty (30) days by
         notice to the Seller either (i) terminate this Agreement, or (ii) to
         close the transaction for Tract I and Tract II, either or both, in
         accordance with its terms but subject to such proceedings, in which
         event the Purchase Price shall not be reduced but Seller shall assign
         to Purchaser Seller's rights in any condemnation award of proceeds. If
         Purchaser does not give timely notice, Purchaser shall be deemed to
         have elected to close the transactions contemplated hereby in
         accordance with clause (ii) above.

24.      Section 1031 Exchange - The Seller may assign its rights to this
         Agreement in connection with an attempt by the Seller to qualify for a
         tax deferred exchange of like-kind property under Section 1031 of the
         Internal Revenue Code of 1986, as amended, in whole or part. However,
         any such assignment shall not relieve Seller of liability for the
         performance of Seller's duties and obligations under this Agreement.
         Seller and Purchaser expressly agree and covenant to cooperate with
         each other, or their affiliates,


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         as shall be reasonably requested in consummating the sale of the
         Property which will qualify as such a tax deferred exchange of
         like-kind property for the Seller.

25.      Responsibility to Cooperate: All parties agree to timely take such
         actions and produce, execute, and/or deliver such information and
         documentation as is reasonably necessary to carry out the
         responsibilities and obligations of this Agreement.

26.      Exhibits: The exhibits referred to in and attached to this Agreement
         are incorporated herein full by reference. The following Exhibits are
         attached hereto: Exhibit "A": Survey of the Property.

27.      Offer-Acceptance and Contract: This document shall constitute an offer
         by Purchaser. This offer is open for acceptance by Seller on or before
         September 8, 2000 by 9:00 p.m. Upon acceptance of this offer, Seller
         agrees to provide immediately to Purchaser a complete counterpart of
         this Contract signed by Seller. If this offer is so accepted, I shall
         become a binding contract. As used herein, the phrase "Date of
         Contract" shall mean the date on which the Agreement is last signed by
         a party hereto.

         IN WITNESS WHEREOF, the Parties have set their hands and seals hereto
as of the day and year indicated next to their signatures.

         Signed, sealed and delivered          PURCHASER:
         in the presence of:                   Sweetwater Financial Group, Inc.


                                               By:/s/ Caric Martin
         ----------------------------------       ------------------------------
         Witness                               Caric Martin, President


                                               Date signed by Purchaser:
         ----------------------------------
         Notary Public
                                               September 8, 2000


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         Signed, sealed and delivered          SELLER:
         In the presence of:                   G.W. Investments


                                               By:/s/ Lynn Wilson
         ----------------------------------       ------------------------------
         Witness                                      Lynn Wilson, Partner


                                               Date signed by Seller:
         ----------------------------------
         Notary Public
                                               September 8, 2000

         Signed, sealed and delivered
         In the presence of:


                                               By:/s/ Steve Greer
         ----------------------------------       ------------------------------
                                                      Steve Greer, Partner

         Witness


                                                      Date signed by Seller:
         ----------------------------------
         Notary Public
                                                      September 8, 2000

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