ESCROW AGREEMENT

     THIS  ESCROW  AGREEMENT (this "Agreement") is entered into and effective as
of  the  _____  day  of  _______________,  2003, by and between _____________(In
Organization),  a  National Banking Association (the "Company"), and The Bankers
Bank  (the  "Escrow  Agent").

                                   WITNESSETH:
                                   ----------

     WHEREAS,  the Company proposes to offer and sell (the "Offering") up to ___
shares of Common Stock, ____ par value per share (the "Shares"), to investors at
$_____  per  Share  pursuant  to  a  registered  public  offering;  and

     WHEREAS,  the Company desires to establish an escrow for funds forwarded by
subscribers for Shares, and the Escrow Agent is willing to serve as Escrow Agent
upon  the  terms  and  conditions  herein  set  forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     DEPOSIT  WITH  ESCROW  AGENT.
            ----------------------------

     (a)     The  Escrow  Agent agrees that it will from time to time accept, in
its  capacity  as escrow agent, subscription funds for the Shares (the "Escrowed
Funds")  in  the  form  of  checks received by the Company from subscribers. All
checks  shall  be  made payable to the Escrow Agent. If any check does not clear
normal banking channels in due course, the Escrow Agent will promptly notify the
Company.  Any check which does not clear normal banking channels and is returned
by the drawer's bank to Escrow Agent will be promptly turned over to the Company
along  with  all  other subscription documents relating to such check. Any check
received  that  is  made payable to a party other than the Escrow Agent shall be
returned  to the Company for return to the proper party. The Company in its sole
and  absolute  discretion  may reject any subscription for shares for any reason
and upon such rejection it shall notify and instruct the Escrow Agent in writing
to  return  the  Escrowed  Funds  by  check  made  payable  to  the  subscriber.

     (b)     Subscription  agreements  for  the  Shares  shall  be  reviewed for
accuracy  by  the Company and, immediately thereafter, the Company shall deliver
to  the  Escrow Agent the following information: (i) the name and address of the
subscriber;  (ii)  the number of Shares subscribed for by such subscriber; (iii)
the  subscription  price  paid  by  such  subscriber;  (iv) the subscriber's tax
identification  number  certified  by  such  subscriber;  and  (v) a copy of the
subscription  agreement.

     2.     INVESTMENT  OF  ESCROWED FUNDS. Upon collection of each check by the
            ------------------------------
Escrow  Agent,  the  Escrow  Agent shall invest the funds in deposit accounts or
certificates of deposit which are fully insured by the Federal Deposit Insurance
Corporation  or  another  agency  of  the  United  States government, short-term
securities  issued  or fully guaranteed by the United States


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government,  or such other investments as the Escrow Agent and the Company shall
agree. The Company shall provide the Escrow Agent with instructions from time to
time  concerning in which of the specific investment instruments described above
the  Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such
instructions.  Interest and other earnings shall start accruing on such funds as
soon  as  such funds would be deemed to be available for access under applicable
banking  laws  and  pursuant  to  the  Escrow  Agent's  own  banking  policies.

     3.     DISTRIBUTION  OF ESCROW FUNDS. The Escrow Agent shall distribute the
            -----------------------------
Escrowed Funds in the amounts, at the times, and upon the conditions hereinafter
set  forth  in  this  Agreement.

     (a)     If  at  any time on or prior to the expiration date of the offering
as  described  in  the prospectus relating to the offering (the "Closing Date"),
(i)  the  Escrow  Agent  has certified to the Company in writing that the Escrow
Agent has received at least $____________ in Escrowed Funds, and (ii) the Escrow
Agent has received a certificate from the President or the Chairman of the Board
of the Company that all other conditions to the release of funds as described in
the  Company's Registration Statement filed with the Comptroller of the Currency
pertaining  to  the  public  offering have been met, then the Escrow Agent shall
deliver  the Escrowed Funds to the Company to the extent such Escrowed Funds are
collected  funds.  Funds will not be released without written approval from. the
Comptroller  of  the  Currency.  If  any  portion  of the Escrowed Funds are not
collected  funds,  then  the Escrow Agent shall notify the Company of such facts
and  shall  distribute  such  funds  to the Company only after such funds become
collected  funds.  For  purposes of this Agreement, "collected funds" shall mean
all  funds  received  by  the  Escrow  Agent,  which have cleared normal banking
channels.

     (b)     If  the  Escrowed  Funds  do  not, on or prior to the Closing Date,
become  deliverable  to  the  Company  based  on  failure to meet the conditions
described  in  Paragraph  3(a), or if the Company terminates the offering at any
time  prior  to the Closing Date and delivers written notice to the Escrow Agent
of  such  termination  (the "Termination Notice"), the Escrow Agent shall return
the  Escrowed  Funds  which  are  collected  funds as directed in writing by the
Company  to  the  respective  subscribers  in  amounts equal to the subscription
amount  theretofore  paid  by  each  of  them. All uncleared checks representing
Escrowed  Funds  which  are  not  collected funds as of the initial Closing Date
shall  be  collected  by  the  Escrow  Agent,  and  together  with  all  related
subscription  documents  thereof shall be delivered to the Company by the Escrow
Agent,  unless the Escrow Agent is otherwise specifically directed in writing by
the  Company.

     4.     DISTRIBUTION  OF INTEREST. Any interest earned on the Escrowed Funds
            -------------------------
shall  be  retained  by  the  Company.

     5.     FEE  OF  ESCROW AGENT. The escrow agent will accrue a service charge
            ---------------------
of  $20.00 per month. In addition, a $20.00 per check fee will be charged if the
escrow account has to be refunded due to a failure to complete the subscription.
All  of  these  fees are payable upon the release of the Escrowed Funds, and the
Escrow  Agent  is  hereby authorized to deduct such fees from the Escrowed Funds
prior  to  any  release  thereof  pursuant  to  Section  3  hereof.


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     6.     LIABILITY  OF  ESCROW  AGENT.
            ----------------------------

     (a)     In  performing  any  of its duties under the Agreement, or upon the
claimed  failure  to perform its duties hereunder, the Escrow Agent shall not be
liable  to  anyone  for  any damages, losses or expenses which it may incur as a
result  of the Escrow Agent so acting, or failing to act; provided, however, the
Escrow  Agent  shall be liable for damages arising out of its willful default or
misconduct or its gross negligence under this Agreement. Accordingly, the Escrow
Agent shall not incur any such liability with respect to (i) any action taken or
omitted  to be taken in good faith upon advice of its counsel or counsel for the
Company  which is given with respect to any questions relating to the duties and
responsibilities  of  the  Escrow  Agent  hereunder; or (ii) any action taken or
omitted  to be taken in reliance upon any document, including any written notice
or  instructions  provided  for in this Escrow Agreement, not only as to its due
execution and to the validity and effectiveness of its provisions but also as to
the truth and accuracy of any information contained therein, if the Escrow Agent
shall  in good faith believe such document to be genuine, to have been signed or
presented  by  a proper person or persons, and to conform with the provisions of
this  Agreement.

     (b)     The  Company agrees to indemnify and hold harmless the Escrow Agent
against  any  and  all  losses,  claims,  damages,  liabilities  and  expenses,
including,  without  limitation,  reasonable  costs of investigation and counsel
fees  and  disbursements which may be imposed by the Escrow Agent or incurred by
it  in  connection  with  its  acceptance  of  this  appointment as Escrow Agent
hereunder  or  the  performance  of  its  duties  hereunder,  including, without
limitation,  any  litigation arising from this Escrow Agreement or involving the
subject  matter  thereof; except, that if the Escrow Agent shall be found guilty
of  willful  misconduct  or gross negligence under this Agreement, then, in that
event,  the  Escrow  Agent  shall  bear  all  such  losses,  claims, damages and
expenses.

     (c)     If a dispute ensues between any of the parties hereto which, in the
opinion  of  the Escrow Agent, is sufficient to justify its doing so, the Escrow
Agent  shall  retain  legal  counsel  of  its  choice  as it reasonably may deem
necessary  to advise it concerning its obligations hereunder and to represent it
in  any  litigation  to  which it may be a part by reason of this Agreement. The
Escrow  Agent  shall  be  entitled to tender into the registry or custody of any
court  of  competent  jurisdiction  all money or property in its hands under the
terms  of  this  Agreement,  and  to  file  such  legal  proceedings as it deems
appropriate,  and  shall  thereupon be discharged from all. further duties under
this  Agreement.  Any  such legal action may be brought in any such court as the
Escrow  Agent  shall  determine to have jurisdiction thereof. In connection with
such  dispute,  the  Company  shall indemnify the Escrow Agent against its court
costs  and  reasonable  attorney's  fees  incurred.

     (d)     The  Escrow  Agent  may  resign at any time upon giving thirty (30)
days'  written  notice  to  the  Company.  If  a  successor  escrow agent is not
appointed  by  Company  within thirty (30) days after notice of resignation, the
Escrow  Agent  may  petition  any  court  of  competent  jurisdiction  to name a
successor  escrow  agent, and the Escrow Agent herein shall be fully relieved of
all  liability  under this Agreement to any and all parties upon the transfer of
the  Escrowed Funds and all related documentation thereto, including appropriate
information  to assist the successor escrow agent with the reporting of earnings
of  the  Escrowed  Funds  to  the


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appropriate  state  and federal agencies in accordance with the applicable state
and  federal  income  tax  laws, to the successor escrow agent designated by the
Company  appointed  by  the  court.

     7.     APPOINTMENT  OF  SUCCESSOR.  The  Company  may, upon the delivery of
            --------------------------
thirty  (30)  days'  written  notice  appointing a successor escrow agent to the
Escrow  Agent,  terminate  the  services  of the Escrow Agent hereunder.  In the
event  of  such  termination,  the Escrow Agent shall immediately deliver to the
successor  escrow  agent  selected by the Company all documentation and Escrowed
Funds  including  interest earnings thereon in its possession, less any fees and
expenses due to the Escrow Agent or required to be paid by the Escrow Agent to a
third  party  pursuant  to  this  Agreement.

     8.     NOTICE.  All  notices, requests, demands and other communications or
            ------
deliveries  required  or permitted to be given hereunder shall be in writing and
shall  be  deemed to have been duly given three days after having been deposited
for  mailing  if  sent  by  registered  mail,  or  certified mail return receipt
requested,  or delivery by courier, to the respective addresses set forth below:


IF TO THE SUBSCRIBERS FOR SHARES:     To their respective addresses as specified
                                      in their Subscription Agreements.

THE COMPANY:




WITH A COPY TO:



THE ESCROW AGENT:                   THE BANKERS BANK
                                    2410 PACES FERRY ROAD
                                    600 PACES SUMMIT
                                    ATLANTA, GA 30339-4098
                      ATTENTION:    JO AVERY
                                    VICE PRESIDENT

     9.     REPRESENTATIONS  OF  THE  COMPANY.  The  Company hereby acknowledges
            ---------------------------------
that  the  status of the Escrow Agent with respect to the offering of the Shares
is  that  of  agent  only  for the limited purposes herein set forth, and hereby
agrees  it  will not represent or imply that the Escrow Agent, by serving as the
Escrow  Agent  hereunder  or  otherwise,  has  investigated  the desirability or
advisability in an investment in the Shares, or has approved, endorsed or passed
upon  the merits of the Shares, nor shall the Company use the name of the Escrow
Agent  in  any  manner  whatsoever  in  connection with the offer or sale of the
Shares, other than by acknowledgment that it has agreed to serve as Escrow Agent
for  the  limited  purposes  herein  set  forth.


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<PAGE>
     10.     GENERAL.
             -------

     (a)     This  Agreement  shall be governed by and construed and enforced in
accordance  with  the  laws  of  the  State  of  Georgia.

     (b)     The  section  headings  contained herein are for reference purposes
only  and  shall  not  in  any  way affect the meaning or interpretation of this
Agreement.

     (c)     This Agreement sets forth the entire agreement and understanding of
the  parties  with  regard  to  this escrow transaction and supersedes all prior
agreements,  arrangements  and  understandings  relating  to  the subject matter
hereof.

     (d)     This  Agreement  may  be amended, modified, superseded or canceled,
and  any  of  the  terms  or  conditions hereof may be waived, only by a written
instrument  executed  by  each  party hereto or, in the case of a waiver, by the
party  waiving  compliance.  The  failure  of  any  part at any time or times to
require  performance of any provision hereof shall in no manner affect the right
at  a  later time to enforce the same. No waiver in any one or more instances by
any  part  of  any  condition,  or  of  the breach of any term contained in this
Agreement,  whether by conduct or otherwise, shall be deemed to be, or construed
as,  a further or continuing waiver of any such condition or breach, or a waiver
of  any  other  condition or of the breach of any other terms of this Agreement.

     (e)     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.

     (f)     This Agreement shall inure to the benefit of the parties hereto and
their  respective administrators, successors and assigns. The Escrow Agent shall
be bound only by the terms of this Escrow Agreement and shall not be bound by or
incur any liability with respect to any other agreement or understanding between
the parties except as herein expressly provided. The Escrow Agent shall not have
any  duties  hereunder  except  those  specifically  set  forth  herein.

     (g)     No  interest  in  any part to this Agreement shall be assignable in
the  absence  of  a  written  agreement  by  and between all the parties to this
Agreement,  executed  with  the  same  formalities  as  this original Agreement.

     IN  WITNESS  WHEREOF,  the parties have duly executed this Agreement as the
date  first  written  above.

COMPANY:                                          ESCROW AGENT:
                                                  THE BANKERS BANK


By:                                               By:
   ------------------------------
                                                      Jo Avery
                                                      Vice President


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