EXHIBIT 10.16

<TABLE>
<CAPTION>
                                     PROMISSORY NOTE

PRINCIPAL      LOAN DATE   MATURITY    OFFICER
1,200,000.00  09-22-2000  05-24-2001  LOAN NO  CALL  COLLATERAL  ACCOUNT  JSM  INITIALS
------------  ----------  ----------  -------------  ----------  -------  ---  --------
<S>            <C>         <C>         <C>      <C>   <C>         <C>      <C>  <C>
Reference in the shaded area are for lender's use only and do not limit the applicability
of this document to any particular loan or item.

Borrower:    Futurus  Financial Services, Inc.      Lender:    THE BANKERS BANK
             1570 Holcomb Bridge Road, Suite 120               2410 PACES FERRY ROAD
             Roswell, GA  30076                                600  PACES  SUMMIT
                                                               ATLANTA,  GA  30339

==========================================================================================

Principal Amount: $1,200,000.00   Initial Rate: 9.000%    Date of Note: September 22, 2000
</TABLE>

PROMISE  TO  PAY.  FUTURUS FINANCIAL SERVICES, INC. ("BORROWER") PROMISES TO PAY
TO  THE  BANKERS BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES
OF  AMERICA,  THE  PRINCIPAL  AMOUNT  OF  FIVE HUNDRED THOUSAND & 00/100 DOLLARS
($1,200,000.00)  OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE
UNPAID  OUTSTANDING  PRINCIPAL  BALANCE  OF  EACH  ADVANCE.  INTEREST  SHALL  BE
CALCULATED  FROM  THE  DATE  OF  EACH  ADVANCE  UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT.  BORROWER  WILL  PAY  THIS  LOAN  IN  ONE  PAYMENT  OF  ALL OUTSTANDING
PRINCIPAL  PLUS  ALL  ACCRUED  UNPAID  INTEREST  ON  MAY 24, 2001.  IN ADDITION,
BORROWER  WILL  PAY  REGULAR  QUARTERLY  PAYMENTS  OF  ACCRUED  UNPAID  INTEREST
BEGINNING  DECEMBER  22,  2000,  AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON
THE  SAME  DAY OF EACH QUARTER AFTER THAT.  Borrower will pay Lender at Lender's
address  shown  above or at such other place as Lender may designate in writing.
Unless  otherwise agreed or required by applicable law, payments will be applied
first to accrued unpaid interest, then to principal, and any remaining amount to
any  unpaid  collection  costs  and  late  charges.

VARIABLE  INTEREST  RATE.  The  interest  rate on this Note is subject to change
from  time  to  time  based  on  changes  in an index which is the Prime rate as
published  in the Money Rates section of the Wall Street Journal. (the "Index").
If  two  or  more  rates exist, then the highest rate will prevail.  Lender will
tell  Borrower  the  current  Index  rate  upon  Borrower's  request.  Borrower
understands  that  Lender  may  make  loans  based  on other rates as well.  The
interest  rate  change  will  not  occur  more  often  than each day.  THE INDEX
CURRENTLY  IS  9.500%  PER ANNUM.  THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL  BALANCE  OF  THIS  NOTE  WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS
UNDER  THE  INDEX,  RESULTING  IN  AN  INITIAL ANNUAL RATE OF SIMPLE INTEREST OF
9.000%.  NOTICE:  Under  no circumstances will the interest rate on this Note be
more  than  the  maximum  rate  allowed  by  applicable  law.

PREPAYMENT.  Borrower  may  pay  without  penalty all or a portion of the amount
owed  earlier  than  it  is  due.  Early  payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments  of  accrued  unpaid  interest.  Rather, they will reduce the principal
balance  due.

LATECHARGE.  If  a  payment  is  15  DAYS OR MORE LATE, Borrower will be charged
$100.00.

DEFAULT.  Borrower  will  be  in  default  if  any of the following happens: (a)
Borrower  fails  to  make  any  payment when due. (b)Borrower breaks any promise
Borrower has made to Lender, or Borrower falls to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any  agreement  related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by  Borrower  or  on  Borrower's  behalf  is false or misleading in any material
respect  either  now  or  at  the  time  made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either  by Borrower or against Borrower under any bankruptcy or insolvency laws.
(a)  Any creditor tries to take any of Borrower's property on or in which Lender
has  a  lien  or  security  interest.  This  includes  a  garnishment  of any of
Borrower's  accounts  with  Lender.  (f)  Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this  Note.  (g)  A  material  adverse  change  occurs  in  Borrower's financial
condition,  or  Lender  believes  the  prospect of payment or performance of the
Indebtedness  is  impaired.  (h)  Lender  in  good  faith deems itself insecure.

LENDER'S  RIGHTS.  Upon  default, Lender may declare the entire unpaid principal
balance  on  this  Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount.  Upon default, including failure
to  pay upon final maturity, Lender, at its option, may also, if permitted under
applicable  law,  increase  the  variable  interest  rate  on  this  Note  3.000
percentage points.  The interest rate will not exceed the maximum rate permitted
by  applicable  law.  Lender  may  hire or pay someone else to help collect this
Note if Borrower does not pay.  Borrower also will pay Lender that amount.  This
includes,  subject  to  any  limits  under  applicable  law,  Lender's, costs of
collection,  including  court  costs  and fifteen percent (15%) of the principal
plus  accrued interest as attorneys' fees, if any sums owing under this Note are
collected  by  or through an attorney-at-law, whether or not there is a lawsuit,
and  legal  expenses  for bankruptcy proceedings (including efforts to modify or
vacate  any  automatic  stay  or  injunction),  appeals,  and  any  anticipated
post-judgment  collection  services.  If  not  prohibited  by  applicable  law,
Borrower  also  will pay any court costs, in addition to all other sums provided
by  law.  THIS  NOTE  HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER in THE
STATE  OF GEORGIA.  SUBJECT TO THE PROVISIONS ON ARBITRATION, THIS NOTE SHALL BE
GOVERNED  BY  AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

DISHONORED  ITEM  FEE.  Borrower  will  pay  a  fee  to Lender of twenty dollars
($20.00)  or  five  percent  (5%)  of the face amount of the check, whichever is
greater,  if  Borrower  makes  a  payment  on  Borrower's  loan and the check or
preauthorized  charge  with  which  Borrower  pays  is  later  dishonored.

RIGHT  OF  SETOFF.  Borrower  grants to Lender a contractual possessory security
interest  in,  and  hereby assigns, conveys, delivers, pledges, and transfers to
Lender  all  Borrower's right, title and interest in and to, Borrower's accounts
with  Lender  (whether  checking,  savings,  or  some  other account), including
without  limitation all accounts held jointly with someone else and all accounts
Borrower  may  open in the future, excluding however all IRA and Keogh accounts,
and  all  trust  accounts  for  which  the grant of a security interest would be
prohibited  by  law.  Borrower  authorizes  Lender,  to  the extent permitted by
applicable  law, to charge or setoff all sums owing on this Note against any and
all  such  accounts.


<PAGE>
08-23-1999                       PROMISSORY NOTE                          PAGE 2
LOAN NO                            (CONTINUED)

================================================================================


LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this  Note,  as  well as directions for payment from Borrower's accounts, may be
requested  orally  or in writing by Borrower or by an authorized person.  Lender
may,  but need not, require that all oral requests be confirmed in writing.  The
following  party or parties are authorized to request advances under the line of
credit  until  Lender  receives  from  Borrower  at Lender's address shown above
written  notice  of  revocation  of  their  authority:  GREG JANICKI, ORGANIZER.
Borrower  agrees  to  be  liable for all sums either: (a) advanced in accordance
with  the  instructions  of  an  authorized  person  or  (b)  credited to any of
Borrower's  accounts  with  Lender.  The  unpaid principal balance owing on this
Note  at  any  time may be evidenced by endorsements on this Note or by Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note if: (a) Borrower or any guarantor is
in  default  under  the terms of this Note or any agreement that Borrower or any
guarantor  has  with Lender, including any agreement made in connection with the
signing  of this Note; (b) Borrower or any guarantor ceases doing business or is
insolvent;  (c)  any  guarantor  seeks,  claims  or otherwise attempts to limit,
modify  or revoke such guarantor's guarantee of this Note or any other loan with
Lender;  (d)  Borrower  has  applied  funds  provided  pursuant to this Note for
purposes  other  than  those  authorized  by Lender; or (e) Lender in good faith
deems  itself insecure under this Note or any other agreement between Lender and
Borrower.

ARBITRATION.  LENDER  AND  BORROWER  AGREE  THAT  ALL  DISPUTES,  CLAIMS  AND
CONTROVERSIES  BETWEEN  THEM,  WHETHER  INDIVIDUAL,  JOINT,  OR CLASS IN NATURE,
ARISING  FROM  THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND
TORT  DISPUTES,  SHALL  BE  ARBITRATED  PURSUANT  TO  THE  RULES OF THE AMERICAN
ARBITRATION  ASSOCIATION,  UPON  REQUEST  OF  EITHER  PARTY.  No  act to take or
dispose  of  any collateral securing this Note shall constitute a waiver of this
arbitration  agreement  or  be  prohibited  by this arbitration agreement.  This
includes,  without  limitation,  obtaining  injunctive  relief  or  a  temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining  a  writ  of attachment or imposition of a receiver; or exercising any
rights  relating  to  personal  property,  including taking or disposing of such
property  with  or without judicial process pursuant to Article 9 of the Uniform
Commercial  Code.  Any  disputes,  claims,  or  controversies  concerning  the
lawfulness  or  reasonableness  of any act, or exercise of any right, concerning
any  collateral  securing  this Note, including any claim to rescind, reform, or
otherwise  modify  any  agreement relating to the collateral securing this Note,
shall  also  be  arbitrated,  provided however that no arbitrator shall have the
right  or  the  power to enjoin or restrain any act of any party.  Judgment upon
any  award  rendered  by  any  arbitrator  may  be  entered  in any court having
jurisdiction.  Nothing  in  this  Note  shall  preclude  any  party from seeking
equitable  relief  from  a  court  of  competent  jurisdiction.  The  statute of
limitations,  estoppel,  waiver,  laches,  and  similar  doctrines  which  would
otherwise  be  applicable in an action brought by a party shall be applicable in
any  arbitration  proceeding,  and the commencement of an arbitration proceeding
shall  be  deemed the commencement of an action for these purposes.  The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of  this  arbitration  provision.

ACCRUAL  METHOD.  interest  will  be  calculated  on  an  Actual/360  basis.

GENERAL  PROVISIONS.  Lender  may  delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees  or  endorses  this Note, to the extent allowed by law, waive
presentment,  demand  for  payment,  protest  and  notice of dishonor.  Upon any
change  in  the  terms  of  this  Note, and unless otherwise expressly stated in
writing,  no  party  who  signs  this  Note,  whether  as  maker,  guarantor,
accommodation  maker  or  endorser,  shall be released from liability.  All such
parties waive any right to require Lender to take action against any other party
who  signs  this  Note  as  provided  in O.C.G.A. Section 10-7-24 and agree that
Lender may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect  Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also  agree  that Lender may modify this loan without the consent of or
notice  to  anyone  other  than  the  party  with whom the modification is made.

IN WITNESS WHEREOF, THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED, WHO
ACKNOWLEDGES  A  COMPLETED  COPY  HEREOF.

BORROWER:

Futurus Financial Services, Inc.

By:                           (SEAL)         By:                          (SEAL)
   ---------------------------                  --------------------------
   Greg Janicki, Organizer                      William M. Butler, President/CEO

LENDER:

THE  BANKERS  BANK

By:
   ---------------------------
   Authorized Officer

================================================================================
Variable  Rate.  Line  of  Credit.  LASER  PRO, Reg. U.S. Pat. & T.M. Off., Ver.
3.24a(c)  1999  CFI  ProServices,  Inc.  All  rights  reserved.  [GA-D20  E3.24
FUTURUS.LN  C1.OVL]


<PAGE>
<TABLE>
<CAPTION>
COMMERCIAL  GUARANTY

PRINCIPAL      LOAN DATE  MATURITY  LOAN NO   CALL  COLLATERAL  ACCOUNT  OFFICER  INITIALS
-------------  ---------  --------  --------  ----  ----------  -------  -------  --------
<S>            <C>        <C>       <C>       <C>   <C>         <C>      <C>      <C>
References in the shaded area are for Lender's use only and do not limit the applicability
of  this  document  to  any  particular  loan  or  item.

Borrower:    Futurus  Financial Services, Inc.      Lender:    THE BANKERS BANK
             1570 Holcomb Bridge Road, Suite 120               2410 PACES FERRY ROAD
             Roswell, GA  30076                                600  PACES  SUMMIT
                                                               ATLANTA,  GA  30339

Guarantor:

==========================================================================================
</TABLE>

AMOUNT OF GUARANTY.  The principal amount of this Guaranty is __________________
Dollars  ($____________________).

GUARANTY.  In  consideration  of  the sum of Five Dollars ($5.00) and other good
and  valuable  consideration,  the  receipt  and  adequacy  of  which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit  to  Borrower,  or  to  renew  or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower,  ____________________("Guarantor")  absolutely  and  unconditionally
guarantees  and  promises to pay to THE BANKERS BANK ("Lender") or its order, in
legal  tender of the United States of America, the indebtedness (as that term is
defined below) of Futurus Financial Services, Inc. ("Borrower") to Lender on the
terms  and  conditions  set  forth  in  this  Guaranty.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Guaranty:

     BORROWER.  The  word  "Borrower"  means  Futurus  Financial  Services, Inc.

     GUARANTOR.  The  word  "Guarantor"  means               .
                                              ---------------

     GUARANTY.  The  word  "Guaranty" means  this Guaranty made by Guarantor for
     the benefit  of  Lender  dated _____________, 2000.

     INDEBTEDNESS.  The word "Indebtedness" means the Note,  including  (a)  all
     principal,  (b)  all  interest, (c) all late charges, (d) all loan fees and
     loan charges,  and  (e)  all  collection costs and expenses relating to the
     Note or to any  collateral  for  the  Note.  Collection  costs and expenses
     include without limitation of all of Lender's attorneys'  fees and Lender's
     legal  expenses,  including  court  costs  and fifteen percent (15%) of the
     principal plus accrued interest as attorneys' fees, if any sums owing under
     this  Guaranty  are  collected by or through an attorney-at-law, whether or
     not  suit  is  instituted,  and  attorneys'  fees  and  legal  expenses for
     bankruptcy proceedings (including efforts to modify or vacate any automatic
     stay or injunction), appeals, and any anticipated post-judgment  collection
     services.

     LENDER.  The  word  "Lender"  means  THE  BANKERS  BANK, its successors and
     assigns.

     NOTE.  The  word "Note" means the promissory note or credit agreement dated
     ___________, 2000,  IN  THE  ORIGINAL  PRINCIPAL AMOUNT OF $700,000.00 from
     Borrower  to  Lender,   together  with  all  renewals  of,  extensions  of,
     modifications of, refinancings of, consolidations of, and substitutions for
     the promissory note or agreement.  Notice  to Guarantor: THE NOTE EVIDENCES
     A REVOLVING LINE OF CREDIT FROM  LENDER  TO  BORROWER.

     RELATED  DOCUMENTS.  The  word "Related Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental  agreements, guarantees, security agreements, security deeds,
     mortgages,  deeds  of  trust,  and  all  other  instruments, agreements and
     documents,  whether  now or hereafter existing, executed in connection with
     the Indebtedness.

MAXIMUM LIABILITY.  THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY SHALL
NOT  EXCEED AT ANY ONE TIME THE SUM OF THE PRINCIPAL AMOUNT OF $131,250.00, PLUS
ALL  INTEREST THEREON, PLUS ALL OF LENDER'S COSTS, EXPENSES, AND ATTORNEYS' FEES
INCURRED  IN  CONNECTION  WITH  OR  RELATING  TO  (A)  THE  COLLECTION  OF  THE
INDEBTEDNESS, (B) THE COLLECTION AND SALE OF ANY COLLATERAL FOR THE INDEBTEDNESS
OR  THIS  GUARANTY,  OR  (C)  THE ENFORCEMENT OF THIS GUARANTY.  ATTORNEYS' FEES
INCLUDE,  WITHOUT LIMITATION, ATTORNEYS' FEES WHETHER OR NOT THERE IS A LAWSUIT,
AND  IF  THERE  IS  A  LAWSUIT,  ANY  FEES  AND  COSTS  FOR  TRIAL  AND APPEALS.

The  above  limitation  on  liability  is not a restriction on the amount of the
Indebtedness  of Borrower to Lender, either in the aggregate or at any one time.
If  Lender  presently  holds  one  or  more  guaranties,  or  hereafter receives
additional  guaranties from Guarantor, the rights of Lender under all guaranties
shall  be  cumulative.  This  Guaranty  shall  not (unless specifically provided
below  to  the  contrary)  affect  or invalidate any such other guaranties.  The
liability  of  Guarantor  will be the aggregate liability of Guarantor under the
terms  of  this  Guaranty  and  any  such  other  unterminated  guaranties.

NATURE OF GUARANTY.  Guarantor intends to guarantee at all times the performance
and  prompt  payment  when  due,  whether  at  maturity  or earlier by reason of
acceleration  or  otherwise,  of all Indebtedness within the limits set forth in
the  preceding  section of this Guaranty.  THIS GUARANTY COVERS A REVOLVING LINE
OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTEE SHALL BE OPEN
AND  CONTINUOUS  UNTIL  THE LINE OF CREDIT IS TERMINATED AND THE INDEBTEDNESS IS
PAID  IN  FULL,  AS  PROVIDED  BELOW.

DURATION  OF  GUARANTY.  This  Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to  Borrower,  and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all other obligations of Guarantor
under  this  Guaranty  shall  have been performed in full.  Release of any other
guarantor  or  termination  of  any other guaranty of the Indebtedness shall not
affect the liability of Guarantor under this Guaranty.  A revocation received by
Lender  from  any  one  or more Guarantors shall not affect the liability of any
remaining Guarantors under this Guaranty.  THIS GUARANTY COVERS A REVOLVING LINE
OF CREDIT AND IT IS SPECIFICALLY ANTICIPATED THAT FLUCTUATIONS WILL OCCUR IN THE
AGGREGATE  AMOUNT  OF  INDEBTEDNESS  OWING  FROM  BORROWER TO LENDER.  GUARANTOR
SPECIFICALLY  ACKNOWLEDGES  AND  AGREES  THAT  FLUCTUATIONS  IN  THE  AMOUNT  OF
INDEBTEDNESS,  EVEN  TO ZERO DOLLARS ($0.00), SHALL NOT CONSTITUTE A TERMINATION
OF  THIS  GUARANTY.  GUARANTOR'S  LIABILITY  UNDER THIS GUARANTY SHALL TERMINATE
ONLY  UPON  (A)  TERMINATION  IN  WRITING  BY BORROWER AND LENDER OF THE LINE OF
CREDIT, (B) PAYMENT OF THE INDEBTEDNESS IN FULL IN LEGAL TENDER, AND (C) PAYMENT
IN  FULL  IN  LEGAL  TENDER  OF  ALL  OTHER  OBLIGATIONS OF GUARANTOR UNDER THIS
GUARANTY.


                                        1
<PAGE>
08-23-1999                     COMMERCIAL GUARANTY                        PAGE 2
LOAN  NO                           (CONTINUED)

================================================================================


GUARANTOR'S  AUTHORIZATION  TO  LENDER.  Guarantor  authorizes  Lender,  without
notice  or  demand  and  without  lessening  Guarantor's  liability  under  this
Guaranty,  from  time  to  time:  (a)  to make one or more additional secured or
unsecured  loans  to Borrower, to lease equipment or other goods to Borrower, or
otherwise  to  extend  additional  credit to Borrower; (b) to alter, compromise,
renew,  extend,  accelerate,  or otherwise change one or more times the time for
payment  or  other  terms  of  the Indebtedness or any part of the Indebtedness,
including  increases  and decreases of the rate of interest on the Indebtedness;
extensions  may  be  repeated and may be for longer than the original loan term;
(c)  to  take  and  hold  security  for  the  payment  of  this  Guaranty or the
Indebtedness,  and  exchange, enforce, waive, subordinate, fail or decide not to
perfect,  and release any such security, with or without the substitution of new
collateral;  (d)  to release, substitute, agree not to sue, or deal with any one
or  more  of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (e) to determine how, when and what application
of  payments  and  credits  shall be made on the Indebtedness; (f) to apply such
security  and  direct  the  order  or  manner of sale thereof, including without
limitation,  any  nonjudicial  sale  permitted  by  the terms of the controlling
security  agreement or deed of trust, as Lender in its discretion may determine;
(g) to sell, transfer, assign, or grant participations in all or any part of the
Indebtedness;  and  (h) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S  REPRESENTATIONS  AND WARRANTIES.  Guarantor represents and warrants
to  Lender  that (a) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(b)  this  Guaranty  is executed at Borrower's request and not at the request of
Lender;  (c)  Guarantor  has  full power, right and authority to enter into this
Guaranty;  (d) the provisions of this Guaranty do not conflict with or result in
a  default under any agreement or other instrument binding upon Guarantor and do
not result in violation of any law, regulation, court decree or order applicable
to  Guarantor;  (e)  Guarantor  has  not and will not, without the prior written
consent  of  Lender,  sell,  lease,  assign, encumber, hypothecate, transfer, or
otherwise  dispose  of  all  or  substantially all of Guarantor's assets, or any
interest  therein;  (f)  upon Lender's request, Guarantor will provide to Lender
financial  and  credit  information  in  form acceptable to Lender, and all such
financial  information  which  currently  has  been,  and  all  future financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
of  the  dates  the  financial  information is provided; (g) no material adverse
change  has  occurred  in  Guarantor's financial condition since the date of the
most  recent  financial  statements provided to Lender and no event has occurred
which  may  materially  adversely affect Guarantor's financial condition; (h) no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those  for unpaid taxes) against Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and  (j)  Guarantor  has established adequate means of obtaining from
Borrower  on  a  continuing  basis  information  regarding  Borrower's financial
condition.  Guarantor  agrees to keep adequately informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under  this  Guaranty,  and  Guarantor further agrees that, absent a request for
information,  Lender  shall  have  no  obligation  to  disclose to Guarantor any
information  or  documents  acquired by Lender in the course of its relationship
with  Borrower.

GUARANTOR'S  WAIVERS.  Except  as prohibited by applicable law, Guarantor waives
any  right  to  require  Lender (a) to continue lending money or to extend other
credit  to  Borrower; (b) to make any presentment, protest, demand, or notice of
any  kind,  including  notice  of  any  nonpayment of the Indebtedness or of any
nonpayment  related  to  any collateral, or notice of any action or nonaction on
the  part  of  Borrower,  Lender,  any  surety,  endorser, or other guarantor in
connection  with  the  Indebtedness or in connection with the creation of new or
additional  loans  or  obligations;  (c)  to  resort  for  payment or to proceed
directly  or  at  once  against  any  person,  including  Borrower  or any other
guarantor;  (d)  to  proceed  directly against or exhaust any collateral held by
Lender  from  Borrower,  any  other  guarantor, or any other person; (e) to give
notice  of  the terms, time, and place of any public or private sale of personal
property  security  held  by  Lender  from  Borrower or to comply with any other
applicable  provisions  of  the Uniform Commercial Code; (f) to pursue any other
remedy within Lender's power; or (g) to commit any act or omission, of any kind,
or  at  any  time,  with  respect  to  any  matter  whatsoever.

If  now  or  hereafter  (a)  Borrower  shall be or become insolvent, and (b) the
Indebtedness  shall  not  at all times until paid be fully secured by collateral
pledged  by  Borrower, Guarantor hereby forever waives and relinquishes in favor
of  Lender  and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation  or  otherwise,  so  that  at no time shall Guarantor be or become a
"creditor"  of  Borrower  within the meaning of 11 U.S.C. Section 547(b), or any
successor  provision  of  the  Federal  bankruptcy  laws.

Guarantor  also  waives  any and all rights or defenses arising by reason of (a)
the  provisions  of  O.C.G.A.  Section  10-7-24  concerning Guarantor's right to
require  Lender  to  take  action  against  Borrower  or  any  "one  action"  or
"anti-deficiency"  law  or  any other law which may prevent Lender from bringing
any action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or  by exercise of a power of sale; (b) any election of remedies by Lender which
destroys  or  otherwise  adversely  affects  Guarantor's  subrogation  rights or
Guarantor's  rights  to  proceed  against  Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting,  qualifying,  or  discharging  the Indebtedness; (c) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than  payment  in  full  in  legal tender, of the Indebtedness; (d) any right to
claim  discharge  of  the Indebtedness on the basis of unjustified impairment of
any  collateral  for  the  Indebtedness; (e) any statue of limitation, if at any
time  any  action or suit brought by Lender against Guarantor is commenced there
is  outstanding  Indebtedness  of  Borrower to Lender which is not barred by any
applicable  statute  of  limitations; or (f) any defenses given to guarantors at
law  or in equity other than actual payment and performance of the Indebtedness.
If  payment  is  made  by  Borrower, whether voluntarily or otherwise, or by any
third  party,  on  the Indebtedness and thereafter Lender is forced to remit the
amount  of  that  payment  to Borrower's trustee in bankruptcy or to any similar
person  under  any  federal  or  state  bankruptcy  law or law for the relief of
debtors,  the  Indebtedness  shall  be  considered  unpaid  for  the  purpose of
enforcement  of  this  Guaranty.

Guarantor  further  waives  and  agrees  not  to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim,  counter  demand, recoupment or similar right, whether such claim,
demand  or  right  may  be  asserted  by  the  Borrower, the Guarantor, or both.

GUARANTOR'S  UNDERSTANDING  WITH  RESPECT  TO  WAIVERS.  Guarantor  warrants and
agrees  that  each  of the waivers set forth above is made with Guarantor's full
knowledge  of  its  significance  and  consequences  and  that,  under  the
circumstances,  the  waivers are reasonable and not contrary to public policy or
law.  If  any  such waiver is determined to be contrary to any applicable law or
public  policy,  such  waiver shall be effective only to the extent permitted by
law  or  public  policy.


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08-23-1999                     COMMERCIAL GUARANTY                        PAGE 3
LOAN  NO                           (CONTINUED)

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LENDER'S  RIGHT  OF  SETOFF.  In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law,  Lender shall have, with respect to Guarantor's obligations to Lender under
this  Guaranty  and  to  the  extent  permitted by law, a contractual possessory
security  interest  in  and  a  right  of  setoff  against, and Guarantor hereby
assigns,  conveys, delivers, pledges, and transfers to Lender all of Guarantor's
right,  title and interest in and to, all deposits, moneys, securities and other
property  of  Guarantor now or hereafter in the possession of or on deposit with
Lender,  whether  held  in a general or special account or deposit, whether held
jointly  with  someone  else,  or  whether  held  for  safekeeping or otherwise,
excluding  however  all  IRA,  Keogh,  and  trust accounts.  Every such security
interest  and  right of setoff may be exercised without demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such  right of setoff or to enforce such security interest or by any delay in so
doing.  Every right of setoff and security interest shall continue in full force
and  effect  until  such  right  of  setoff or security interest is specifically
waived  or  released  by  an  instrument  in  writing  executed  by  Lender.

SUBORDINATION  OF  BORROWER'S  DEBTS  TO  GUARANTOR.  Guarantor  agrees that the
Indebtedness  of  Borrower to Lender, whether now existing or hereafter created,
shall  be  prior  to  any claim that Guarantor may now have or hereafter acquire
against  Borrower,  whether or not Borrower becomes insolvent.  Guarantor hereby
expressly  subordinates  any claim Guarantor may have against Borrower, upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower.  In  the  event of insolvency and consequent liquidation of the assets
of  Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment  of  the claims of both Lender and Guarantor shall be paid to Lender and
shall  be  first  applied  by  Lender to the Indebtedness of Borrower to Lender.
Guarantor  does  hereby assign to Lender all claims which it may have or acquire
against  Borrower  or against any assignee or trustee in bankruptcy of Borrower;
provided  however,  that such assignment shall be effective only for the purpose
of  assuring  to  Lender  full  payment in legal tender of the Indebtedness.  If
Lender  so  requests, any notes or credit agreements now or hereafter evidencing
any  debts or obligations of Borrower to Guarantor shall be marked with a legend
that  the  same  are  subject to this Guaranty and shall be delivered to Lender.
Guarantor  agrees,  and  Lender  hereby is authorized, in the name of Guarantor,
from  time  to  time  to  execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to  perfect, preserve and enforce its
rights  under  this  Guaranty.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this  Guaranty:

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this  Guaranty.  No  alteration  of or amendment to this  Guaranty
     shall be  effective  unless  given in  writing  and  signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     APPLICABLE  LAW. This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Georgia.  Subject to the provisions on  arbitration,
     this Guaranty  shall be governed by and  construed in  accordance  with the
     laws of the State of Georgia.

     ARBITRATION.  LENDER  AND  GUARANTOR  AGREE THAT ALL  DISPUTES,  CLAIMS AND
     CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL,  JOINT, OR CLASS IN NATURE,
     ARISING  FROM THIS  GUARANTY OR  OTHERWISE,  INCLUDING  WITHOUT  LIMITATION
     CONTRACT AND TORT  DISPUTES,  SHALL BE ARBITRATED  PURSUANT TO THE RULES OF
     THE AMERICAN ARBITRATION ASSOCIATION,  UPON REQUEST OF EITHER PARTY. No act
     to take or  dispose of any  Collateral  shall  constitute  a waiver of this
     arbitration agreement or be prohibited by this arbitration agreement.  This
     includes,  without limitation,  obtaining  injunctive relief or a temporary
     restraining  order;  invoking  a power of sale  under  any deed of trust or
     mortgage;  obtaining a writ of attachment  or imposition of a receiver;  or
     exercising any rights relating to personal  property,  including  taking or
     disposing of such property  with or without  judicial  process  pursuant to
     Article  9 of  the  Uniform  Commercial  Code.  Any  disputes,  claims,  or
     controversies  concerning the lawfulness or  reasonableness  of any act, or
     exercise of any right,  concerning any  Collateral,  including any claim to
     rescind,  reform,  or  otherwise  modify  any  agreement  relating  to  the
     Collateral,  shall also be arbitrated,  provided however that no arbitrator
     shall  have the right or the power to  enjoin  or  restrain  any act of any
     party. Judgment upon any award rendered by any arbitrator may be entered in
     any court having jurisdiction.  Nothing in this Guaranty shall preclude any
     party from seeking equitable relief from a court of competent jurisdiction.
     The statute of limitations, estoppel, waiver, laches, and similar doctrines
     which would  otherwise be applicable in an action  brought by a party shall
     be applicable in any  arbitration  proceeding,  and the  commencement of an
     arbitration  proceeding  shall be deemed the  commencement of an action for
     these   purposes.   The  Federal   Arbitration   Act  shall  apply  to  the
     construction,   interpretation,   and   enforcement  of  this   arbitration
     provision.

     ATTORNEYS'  FEES;  EXPENSES:  Guarantor  agrees to pay upon  demand  all of
     Lender's costs and expenses,  including  attorneys' fees and Lender's legal
     expenses,  incurred in connection  with the  enforcement  of this Guaranty.
     Lender may pay someone else to help enforce this  Guaranty,  and  Guarantor
     shall pay the costs and  expenses of such  enforcement.  Costs and expenses
     include all costs and expenses of  collection,  including  fifteen  percent
     (15%) of the principal  plus accrued  interest as  attorneys'  fees, if any
     sums  owing  under  this   Guaranty   are   collected   by  or  through  an
     attorney-at-law,  whether or not there is a lawsuit,  including  attorneys'
     fees and legal expenses for bankruptcy  proceedings (and including  efforts
     to modify or vacate any automatic  stay or  injunction),  appeals,  and any
     anticipated post-judgment collection services. Guarantor also shall pay all
     court costs and such additional fees as may be directed by the court.

     NOTICES.  All  notices  required  to be given by either  party to the other
     under  this  Guaranty  shall be in  writing,  may be sent by  telefacsimile
     (unless  otherwise  required by law),  and shall be effective when actually
     delivered or when deposited with a nationally recognized overnight courier,
     or when deposited in the United States mail,  first class postage  prepaid,
     addressed  to the party to whom the  notice  is to be given at the  address
     shown above or to such other addressee as either party may designate to the
     other in  writing.  If there is more  than  one  Guarantor,  notice  to any
     Guarantor will constitute  notice to all Guarantors.  For notice  purposes,
     Guarantor  agrees  to keep  Lender  informed  at all  times of  Guarantor's
     current address.

     INTERPRETATION.  In all  cases  where  there is more than one  Borrower  or
     Guarantor,  then all words used in this  Guaranty in the singular  shall be
     deemed to have been used in the plural  where the context and  construction
     so  require;  and  where  there  is more  than one  Borrower  named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor,  the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words  "Guarantor"  "Borrower"  and "Lender"  include the
     heirs,  successors,  assigns,  and  transferees  of each of  them.  Caption
     headings in this Guaranty are for convenience  purposes only and are not to
     be used to interpret or define the provisions of this Guaranty.  If a court
     of  competent  jurisdiction  finds any  provision  of this  Guaranty  to be
     invalid or  unenforceable  as to any person or  circumstance,  such finding
     shall not render that provision  invalid or  unenforceable  as to any other
     persons or circumstances,  and all provisions of this Guaranty in all other
     respects shall remain valid and enforceable. If any one or more of Borrower
     or Guarantor  are  corporations  or  partnerships,  it is not necessary for
     Lender to  inquire  into the  powers of  Borrower  or  Guarantor  or of the
     officers,  directors,  partners,  or agents  acting or purporting to act on
     their  behalf,  and any  Indebtedness  made or created in reliance upon the
     professed exercise of such powers shall be guaranteed under this Guaranty.


<PAGE>
08-23-1999                     COMMERCIAL GUARANTY                        PAGE 4
LOAN  NO                           (CONTINUED)

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     WAIVER.  Lender  shall not be deemed to have  waived any rights  under this
     Guaranty  unless such  waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Guaranty  shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other  provision of this Guaranty.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Guarantor,  shall  constitute a waiver
     of any of Lender's  rights or of any of  Guarantor's  obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Guaranty,  the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

EACH  UNDERSIGNED  GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY  AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS  GUARANTY  IS  EFFECTIVE  UPON  GUARANTOR'S  EXECUTION AND DELIVERY OF THIS
GUARANTY  TO  LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER  SET  FORTH  IN  THE  SECTION  TITLED  "DURATION  OF GUARANTY." NO FORMAL
ACCEPTANCE  BY  LENDER  IS  NECESSARY  TO  MAKE  THIS  GUARANTY EFFECTIVE.  THIS
GUARANTY  IS  DATED  FEBRUARY  11,  2000.

IN WITNESS WHEREOF, THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED,
WHO  ACKNOWLEDGES  A  COMPLETED  COPY  HEREOF.



GUARANTOR:

X                                         (SEAL)
  ----------------------------------------


Signed, Sealed and Delivered in the presence of:

X
  ----------------------------------------
  Unofficial  Witness


------------------------------------------
Notary  Public  _______________  County


       (NOTARY SEAL)

My Commission expires:  _______________________
LENDER:

THE  BANKERS  BANK


By:  _______________________________
       Authorized  Officer


================================================================================
LASER  PRO, REG. U.S. Pat. & T.M. Off., Ver. 3-24a(c) 1999 CFI ProServices, Inc.
All  rights  reserved.  (GA-E320  E3.24  F3-24  FUTURUS,  LN  C1.OVL)


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