<TABLE>
<CAPTION>
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<S>                             <C>                     <C>
CAMILLA BANKING GROUP                                   Loan Number              6510178
                                                                   ---------------------
                                Albany Bank & Trust     Date                     4/14/03
                                                            ----------------------------
94-B EAST OAKLAND AVENUE        2815 Meredyth Drive     Maturity Date           12/10/03
                                                                     -------------------
                                Albany, GA  31708-1269  Loan Amount          $250,200.00
                                                                   ---------------------
CAMILLA, GA  31730-0000                                 Renewal Of
                                                                  ----------------------

BORROWER'S NAME AND ADDRESS   LENDER'S NAME AND ADDRESS              DCG/CRB
"I" includes borrower above,   "You" means the lender,
   jointly and severally      its successors and assigns
----------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of              TWO HUNDRED FIFTY
                                 -----------------------------------------------
THOUSAND, TWO HUNDRED AND NO/100     dollars, $     250,200.00     .
-------------------------------------           -------------------

[ ]  SINGLE ADVANCE:  I will receive all of this principal sum on          .  No
                                                                 ---------
additional advances are contemplated under this note.
[X]  MULTIPLE ADVANCE:  The principal sum shown above is the maximum amount of
principal I can borrow under this note.  On      4/14/03
                                            ---------------
     I will receive the amount of $          and future principal advances are
                                   ----------
     contemplated.
     CONDITIONS:  The conditions for future advances are:    UPON REQUEST
                                                         -----------------------

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

  [ ]OPEN END CREDIT:  You and I agree that I may borrow up to the maximum
       principal sum more than one time.  This feature is subject to all other
       conditions and expires on                         .
                                 ------------------------
  [X]CLOSED END CREDIT:  You and I agree that I may borrow (subject to all
       other conditions) up to the maximum principal sum only one time.

INTEREST:  I agree to pay interest on the outstanding principal balance from
       4/14/03     at the rate of    4.250   % per  year until  PAID IN FULL   .
      -------------               ------------                -----------------
[ ]  VARIABLE RATE:  This rate may then change as stated below.
     [ ]  INDEX RATE:  The future rate will be            the following index
                                              ------------
              rate:                         .
                   -------------------------
     [ ]  NO INDEX:  The future rate will not be subject to any internal or
              external index, it will be entirely in your control.
     [ ]  FREQUENCY AND TIMING:  the rate on this note may change as often as

          ---------------------------------------------------------------------.
              A change in the interest rate will take effect
                                                            -------------------.
     [ ]  LIMITATIONS:  During the term of this loan, the applicable annual
             interest rate will not be more than                       % or less
                                                 ----------------------
             than            %.  The rate may not change more than        % each
                 ------------                                     --------

             ----------------------.
     EFFECT OF VARIABLE RATE: A change in the interest rate will have the
             following effect on payments:
     [ ]  The amount of each scheduled    [ ] The amount of the final
          payment will change.                payment will change.
     [ ]                                                                       .
          ---------------------------------------------------------------------

ACCRUAL METHOD:  Interest will be calculated on a(n)     ACTUAL/360      basis.
                                                    --------------------

POST MATURITY RATE:  I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
     [X]  on the same fixed or variable rate basis in effect before maturity (as
            indicated above).
     [ ]  at a rate equal to                                                   .
                            ---------------------------------------------------

[X]  LATE CHARGE:  If a payment is made more than  10  days after it is due, I
                                                 ------
       agree to pay a late charge of    5% OF PAYMENT AMOUNT  .
                                     -------------------------

[ ]  ADDITIONAL CHARGES:  In addition to interest, I agree to pay the following
       charges which  [ ] are  [ ] are not included in principal amount
       above:                                                                  .
             ------------------------------------------------------------------

PAYMENTS:  I agree to pay this note as follows:
[X]  INTEREST:  I agree to pay accrued interest     AT MATURITY                .
                                               --------------------------------
[X]  PRINCIPAL: I agree to pay the principal        AT MATURITY                .
                                               --------------------------------
[ ]  INSTALLMENTS:  I agree to pay this note in    payments.  The first payment
                                               ----
       will be in the amount of $           and will be due                    .
                                 ----------                --------------------
       A payment of $           will be due
                     -----------           ------------------------------------
                                           thereafter. The final payment of the
       ------------------------------------
       entire unpaid balance of                        principal and interest
                               ------------------------
       will be due                                                             .
                  -------------------------------------------------------------

PURPOSE:  The purposes of this loan is       FOR WORKING CAPITAL               .
                                      -----------------------------------------

ADDITIONAL TERMS:
     COLLATERAL  SECURING  OTHER  LOANS  WITH YOU SHALL ALSO SECURE THIS LOAN. I
     UNDERSTAND  THAT  EVEN  AFTER THIS NOTE HAS BEEN FULLY PAID, YOU MAY RETAIN
     ANY  SECURITY  INTEREST  I HAVE GIVEN YOU TO PROTECT YOU FROM MY FAILURE TO
     PAY  ANY  OTHER  DEBT  I  MAY  OWE  YOU.


<PAGE>
                                    SECURITY

SECURITY  INTEREST:  I  give  you  a  security  interest  in all of the Property
described  below  that  I  own or have sufficient rights in which to transfer an
interest, now or in the future, wherever the Property is or will be located, and
all  proceeds,  and  products  of  the Property.  "Property" includes all parts,
accessories,  repairs,  replacements,  improvements,  and  accessions  to  the
Property;  any original evidence of title or ownership; and all obligations that
support  the  payment  or  performance  of  the  Property.  "Proceeds"  includes
anything  acquired upon the sale, lease, license, exchange, or other disposition
of  the  Property;  and  rights  and  claims  arising from the Property; and any
collections  and  distributions  on  account  of  the  Property.
[ ]  ACCOUNTS  AND  OTHER  RIGHTS  TO PAYMENT: All rights to payment, whether or
     not  earned  by  performances,  including,  but not limited to, payment for
     property  or  services  sold,  leased,  rented, licensed, or assigned. This
     includes any rights and interests (including all liens) which I have by law
     or  agreement  against  any  account  debtor  or  obligor.
[ ]  INVENTORY:  All  inventory  held  for  ultimate sale or lease, or which has
     been  or  will  be  supplied  under  contracts of service, or which are raw
     materials,  work  in process, or materials used or consumed in my business.
[ ]  EQUIPMENT:  All  equipment  including,  but  not  limited  to,  machinery,
     vehicles,  furniture, fixtures, manufacturing equipment, farm machinery and
     equipment,  shop equipment, office and record keeping equipment, parts, and
     tools.  The Property includes any equipment described in a list or schedule
     I  give to you, but such a list is not necessary to create a valid security
     interest  in  all  of  my  equipment.
[ ]  INSTRUMENTS  AND  CHATTEL  PAPER:  All  instruments,  including  negotiable
     instruments  and  promissory  notes  and any other writings or records that
     evidence  the  right  to payment of a monetary obligation, and tangible and
     electronic  chattel  paper.
[ ]  GENERAL  INTANGIBLES:  All  general  intangibles including, but not limited
     to,  tax  refunds,  patents  and  applications  for  patents,  copyrights,
     trademarks,  trade  secrets, goodwill, trade names, customer lists, permits
     and  franchises,  payment intangibles, computer programs and all supporting
     information  provided in connection with a transaction relating to computer
     programs,  and  the  right  to  use  my  name.
[ ]  DOCUMENTS:  All  documents of title including, but not limited to, bills of
     lading,  dock  warrants  and  receipts,  and  warehouse  receipts.
[ ]  FARM  PRODUCTS AND  SUPPLIES:  All farm products including, but not limited
     to,  poultry  and  livestock  and  their  young,  along with their produce,
     products,  and  replacements;  all  crops,  annual  or  perennial,  and all
     products of the crops; and all feed, seed, fertilizer, medicines, and other
     supplies  used  or  produced  in  my  farming  operatives.
[ ]  GOVERNMENT  PAYMENTS  AND  PROGRAMS:  All  payments,  accounts,  general
     intangibles,  and benefits including, but not limited to, payments in kind,
     deficiency  payments,  letters  of entitlement, warehouse receipts, storage
     payments,  emergency  assistance  and  diversion  payments,  production
     flexibility  contracts,  and  conversation  reserve  payments  under  any
     preexisting,  current,  or  future  federal  or  state  government program.
[ ]  INVESTMENT  PROPERTY:  All  investment  property including, but not limited
     to,  certificate  securities,  uncertificated  securities,  securities
     entitlements, securities accounts, commodity contracts, commodity accounts,
     and  financial  assets.
[ ]  DEPOSIT  ACCOUNTS:  All  deposit  accounts  including,  but not limited to,
     demand,  time,  savings,  passbook,  and  similar  accounts.
[X]  SPECIFIC  PROPERTY  DESCRIPTION: The Property includes, but not limited by,
     the  following:

          SEE ATTACHED EXTENSION OF SECURITY AGREEMENT DATED 4/14/03


If applicable, enter real estate description and record owner information:
                                                                          ------

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

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

--------------------------------------------------------------------------------
The Property will be used for a   [ ] personal   [X] business   [ ] agricultural
[ ]                 purposes,
    ----------------
Borrower/Owner State of organization/registration (if applicable)

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


                   ADDITIONAL TERMS OF THE SECURITY AGREEMENT


GENERALLY - This agreement secures this note and any other debt I have with you,
now  or later.  However, it will not secure other debts if you fail with respect
to  such  other  debts,  to  make  any  required  disclosure  about his security
agreement or if you fail to give any required notice of the right of rescission.
If  property  described  in  this  agreement  is  located in another state, this
agreement  may  also, in some circumstances, be governed by the law of the state
in  which  the  Property  is  located.
NAME AND LOCATION - My name indicated on page 1 is my exact legal name.  If I am
an individual, my address is my principal residence.  If I am not an individual,
my  address  is  the  location  of  my  chief executive offices or sole place of
business.  If  I  am  an  entity  organized  and  registered under state law, my
address  is  located  in  the  state  in which I am registered, unless otherwise
indicated  on  page 2.  I will provide verification of registration and location
upon your request.  I will provide you with at least 30 days notice prior to any
change  in  my  name,  address,  or  state  of  organization  or  registration.
OWNERSHIP  AND  DUTIES  TOWARD  PROPERTY  -  I  represent  that I own all of the
Property,  or  to  the  extent this is a purchase money security interest I will
acquire  ownership of the Property with the proceeds of the loan.  I will defend
it  against  any other claim.  Your claim to the Property is ahead of the claims
of  any  other  creditor.  I  agree  to  do whatever you require to protect your
security  interest and to keep your claim in the Property ahead of the claims of
other  creditors.  I will not do anything to harm your position.  I will not use
the Property for a purpose that will violate any laws or subject the Property to
forfeiture  or  seizure.
  I  will keep books, records and accounts about the Property and my business in
general.  I  will  let you examine these records at any reasonable time.  I will
prepare  any  report  or  accounting you request, which deals with the Property.
  I  will keep the Property in my possession and will keep it in good repair and
use  it  only  for the purpose(s) described on page 1 of this agreement.  I will
not  change  this  specified  use  without  your  express written permission.  I
represent  that I am the original owner of the Property and, if I am not, that I
have  provided  you  with  a  list  of  prior  owners  of  the  Property.
  I  will  keep  the  Property at my address listed on page 1 of this agreement,
unless  we  agree  I  may keep it at another location.  If the Property is to be
used  in  another state, I will give you a list of those states.  I will not try
to sell the Property unless it is inventory or I receive your written permission
to  do  so.  If  I sell the Property I will have the payment made payable to the
order  of  you  and  me.


                                        2
<PAGE>
  You may demand immediate payment of the debt(s) if the debtor is not a natural
person  and without your prior written consent; (1) a beneficial interest in the
debtor  is  sold or transferred; or (2) there is a change in either the identity
or  number of members of a partnership; or (3) there is a change in ownership of
more  than  25  percent  of  the  voting  stock  of  a  corporation.
  I will pay all taxes and charges on the Property as they become due.  You have
the  right of reasonable access in order to inspect the Property.  I immediately
inform  you  of  any  loss  or  damage  to  the  Property.
  If  I  fail  to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without notice
to  me  perform the duties or cause them to be performed.  Your right to perform
for  me  shall  not  create an obligation to perform and your failure to perform
will  not  preclude you from exercising any of your rights under the law or this
security  agreement.
PURCHASE  MONEY  SECURITY  INTEREST  -  For  the sole purpose of determining the
extent  of  a  purchase  money  security  interest  arising  under this security
agreement:  (a)  payments  on  any  nonpurchase  money loan also secured by this
agreement  will  not  be  deemed  to  apply  to the Purchase Money Loan, and (b)
payments  on  the  Purchase  Money  Loan  will  be  deemed to apply first to the
nonpurchase  money  portion  of the loan, if any, and then to the purchase money
obligations  in  the  order in which the items of collateral were acquired or if
acquired  at  the same time, in the order selected by you.  No security interest
will  be terminated by application of this formula.  "Purchase Money Loan" means
any  loan  the  proceeds  of which, in whole or in part, are used to acquire any
collateral  security  the  loan and all extensions, renewals, consolidations and
refinancing  of  such  loan.
PAYMENTS  BY  LENDER  - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property  insurance premiums).  You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand  immediate  payment  of  the  amount  advanced.
INSURANCE  -  I agree to buy insurance on the Property against the risks and for
the amounts you require and to furnish you continuing proof of coverage.  I will
have  the  insurance company name you as loan payee on any such policy.  You may
require  added  security  if  you  agree  that insurance proceeds may be used to
repair or replace the Property.  I will buy insurance from a firm licensed to do
business  in  the  sate  where  you  are  located.  The  firm will be reasonably
acceptable  to you.  The insurance will last until the Property is released from
this agreement.  If I fail to buy or maintain the insurance (or fail to name you
as  loss  payee)  you  may  purchase  it  yourself.
WARRANTIES  AND  REPRESENTATIONS  -  If this agreement includes accounts, I will
not  settle  any  account  for  less  than  its  full value without your written
permission.  I  will  collect  all accounts until you tell me otherwise.  I will
keep  the  proceeds from all the accounts and any goods which are returned to me
or  which  I  take  back  in  trust for you.  I will not mix them with any other
property of mine.  I will deliver them to you at your request.  If you ask me to
pay  you the full price on any returned items or items retaken by myself, I will
do  so.  You  may  exercise my rights with respect to obligations of any account
debtors,  or other persons obligated on the Property, to pay or perform, and you
may  enforce  any  security  interest  that  secures  such  obligations.
  If  this  agreement  covers  inventory,  I will not dispose of it except in my
ordinary  course  of business at the fair market value for the Property, or at a
minimum  price  established  between  you  and  me.
  If  this agreement covers farm products I will provide you, at your request, a
written list of the buyers, commission merchants or selling agents to or through
whom  I  may  sell my farm products.  In addition to those parties named on this
written  list,  I authorize you to notify at your sole discretion any additional
parties  regarding your security interest in my farm products.  I remain subject
to  all  applicable  penalties  for  selling my farm products in violation of my
agreement, with you and the Food Security Act.  In this paragraph the terms farm
products,  buyers,  commission  merchants  and  selling agents have the meanings
given  to  them  in  the  Federal  Food  Security  Act  of  1985.
  If  this  agreement  covers  chattel  paper or instruments, either as original
collateral or proceeds of the Property, I will note your interest on the face of
the  chattel  paper  or  instruments.
REMEDIES  -  I  will be in default on this security agreement if I am in default
on any note this agreement secures or if I fail to keep any promise contained in
the  terms  of  this  agreement.  If  I  default, you have all of the rights and
remedies  provided  in  the note and under the Uniform Commercial Code.  You may
require  me  to  make  the secured property available to you at a place which is
reasonably convenient.  You may take possession of the secured property and sell
it  as provided by law.  The proceeds will be applied first to your expenses and
then  to  the  debt.  I  agree that 10 days written notice sent to my last known
address  by  first  class  mail  will  be  reasonable  notice  under the Uniform
Commercial  Code.  My  current  address  is  on  page  1.
PERFECTION  OF SECURITY INTEREST - I authorize you to file a financing statement
coveting the Property.  I will comply with, facilitate, and otherwise assist you
in  connection  with  obtaining  possession  of or control over the Property for
purposes of perfecting your security interest under the Uniform Commercial Code.

                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS - As used on pages 1 and 2, "[X]" means the terms that apply to this
loan.  "I,"  "me" or "my" means each Borrower who signs this note and each other
person  or  legal  entity  (including  guarantors,  endorsers, and sureties) who
agrees  to  pay  this note (together referred to as "us"). "You" or "your" means
the  Lender  and  its  successors  and  assigns.
APPLICABLE  LAW  -  The  law of the state of Georgia will govern this agreement.
Any  term  of  this  agreement  which  is contrary to applicable law will not be
effective,  unless  the law permits you and me to agree to such a variation.  If
any  provision of this agreement cannot be enforced according to its terms, this
fact  will not affect the enforceability of the remainder of this Agreement.  No
modification of this agreement may be made without your express written consent.
Time  is  of  the  essence  in  this  Agreement.
PAYMENTS  -  Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal.  The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal.  If
you  and  I  agree  to a different application of payments, we will describe our
agreement  on  this note.  I may prepay a part of, or the entire balance of this
loan  without  penalty,  unless  we  specify  to the contrary on this note.  Any
partial  prepayment  will not excuse or reduce any later scheduled payment until
this note is pad in full (unless, when I make the prepayment, you and I agree in
writing  to  the  contrary).
INTEREST - Interest accrues on the principal remaining unpaid from time to time,
until  paid  in full.  If I receive the principal in more than one advance, each
advance  will  start  to  earn  interest  only  when I receive the advance.  The
interest  rate in effect on this note at any given time will apply to the entire
principal  sum  outstanding  at  that  time.  Notwithstanding  anything  to  the
contrary,  I  do  not  agree  to pay and you do not intend to charge any rate of
interest that is higher than the maximum rate of interest you could charge under
applicable  law  for  the  extension  of  credit that is applied to in this note
(either  before  or  after maturity).  If any notice of interest accrual is sent
and  is  in  error, we mutually agree to correct it, and if you actually collect
more  interest than allowed by law and this agreement, you agree to refund it to
me.
INDEX RATE - The index will serve only as a device for setting the interest rate
on this note.  You do not guarantee by selecting this index, or the margin, that
the  interest  rate  on  this note will be the same rate you charge on any other
loans  or  class  of  loans  you  make  to  me  or  other  borrowers.
POST  MATURITY  RATE  -  For  purposes of deciding when the "Post Maturity Rate"
(shown  on  page  1)  applies,  the  term  "maturity" means the date of the last
scheduled  payment  indicated  on page 1 of this note or the date you accelerate
payment  on  the  note,  whichever  is  earlier.
SINGLE  ADVANCE  LOANS - If this is a single advance loan, you and I expect that
you will make only one advance of principal.  However, you may add other amounts
to  the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph  on  page  2.
MULTIPLE  ADVANCE  LOANS  - If this is a multiple advance loan, you and I expect
that  you  will  make more than one advance of principal.  If this is closed-end
credit,  repaying  a  part  of  the  principal will not entitle me to additional
credit.
SET-OFF  -  I  agree  that you may set off any amount due and payable under this
note  against  any  right  I  have to receive money from you.  "Right to receive
money  from  you"  means:
     (1)  any  deposit  account  balance  I  have  with  you;
     (2)  any money owed to me on an item presented to you or in your possession
          for  collection  or  exchange;  and
     (3)  any  repurchase  agreement  or  other  nondeposit  obligation.
     "Any  amount  due  and  payable  under this note" means the total amount of
which  you  are  entitled  to demand payment under the terms of this note at the
time  you  set  off.  This total includes any balance the due date for which you
property  accelerate  under  this  note.
     If  my right to receive money from you is also owned by someone who has not
agreed  to pay this note, your right of set-off will apply to my interest in the
obligation  and  to  any  other  amounts  I could withdraw on my sole request or
endorsement.  Your  right  of  set-off  does  not  apply  to an account or other
obligation where my rights are only as a representative.  It also does not apply
to  any  Individual Retirement Account or other tax-deferred retirement account.
     You  will  not  be  liable  for the dishonor of any check when the dishonor
occurs  because  you  set  off this debt against any of my accounts.  I agree to
hold  you  harmless from any such claims arising as a result of your exercise of
your  right  to  set-off.
DEFAULT  - I will be in default if any one or more of the following occur: (1) I
fail  to  make  a  payment  on time or in the amount due; (2) I fail to keep the
Property  insured,  if  required; (3) I fail to pay, or keep any promise, on any
debt  or  agreement  I have with you; (4) any other creditor of mine attempts to
collect  any  debt  I  owe him through court proceedings; (5) I die, am declared
incompetent,  make  an  assignment  for  the  benefit  of  creditors,  or become


                                        3
<PAGE>
insolvent  (either because my liabilities exceed my assets or I am unable to pay
my  debts  as  they become due); (6) I make any written statement or provide any
financial  information that is untrue or inaccurate at the time it was provided;
(7)  I  do  or  fail  to  do something which causes you to believe you will have
difficulty  collecting  the  amount  I owe you; (8) any collateral securing this
note  is  used  in  a  manner or for a purpose which threatens confiscation by a
legal authority; (9) I change my name or assume an additional name without first
notifying  you  before making such a change; (10) I fail to plant, cultivate and
harvest  crops in due season; (11) any loan proceeds are used for a purpose that
will  contribute  to  excessive  erosion  of  highly  erodible  land  or  to the
conversion  of  wetlands  to  produce  an  agricultural  commodity,  as  further
explained  in  7  C.F.R.  Part  1940,  Subpart  G,  Exhibit  M.
REMEDIES - If I am in default of this note you have, but are not limited to, the
following  remedies:
     (1)  You  may  demand  immediate  payment  of all I owe you under this note
          (principal, accrued unpaid interest and other accrued unpaid charges).
     (2)  You  may  set off this debt against any right I have to the payment of
          money  from  you,  subject  to  the  terms  of the "SET-OFF" paragraph
          herein.
     (3)  You may demand security, additional security, or additional parties to
          be  obligated  to pay this note as a condition for not using any other
          remedy.
     (4)  You  may refuse to make advances to me or allow purchases on credit by
          me.
     (5)  You  may  use  any  remedy  you  have  under  state  or  federal  law.
     (6)  You  may make use of any remedy given to you in any agreement securing
          this  note.
  By  selecting  any  one  or  more of these  remedies  you  do not give up your
right  to use later any other remedy.  By waiving your right to declare an event
to  be  a  default,  you  do  not waive your right to consider later the event a
default  if  it  continues  or  happens  again.
COLLECTION  COSTS  AND ATTORNEY'S FEES - I agree to pay all costs of collection,
replevin or any other or similar type of costs if I am in default.  In addition,
if  you  hire an attorney to collect this note, I also agree to pay any fee, not
to  exceed  15  percent  of the principal and interest then owed, you incur with
such  attorney plus court costs (except where prohibited by law).  To the extent
permitted  by  the  United  States  Bankruptcy  Code,  I  also  agree to pay the
reasonable  attorney's  fees and costs you incur to collect this debt as awarded
by  any  court  exercising  jurisdiction  under  the  Bankruptcy  Code.
WAIVER  -  I  give up my rights to require you to do certain things.  I will not
require  you  to:
     (1)  demand  payment  of  amounts  due  (presentment):
     (2)  obtain  official  certification  of  nonpayment  (protest);
     (3)  give  notice that amounts due have not been paid (notice of dishonor);
          or
     (4)  give  me  notice prior to seizure of my personal property when you are
          seeking to foreclose a secured interest in any of my personal property
          used  to  secure  a  commercial  transaction.
  I waive any  defenses  I have based on suretyship or impairment of collateral.
OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee  or  endorsement).  You  may  sue  me  alone,  or  anyone  else who is
obligated on this note, or any number of us together, to collect this note.  You
may  without  notice  release  any party to this agreement without releasing any
other party.  If you give up any of your rights, with or without notice, it will
not  affect my duty to pay this note.  Any extension of new credit to any of us,
or  renewal  of this note by all or less than all of us will not release me from
my  duty  to pay it.  (Of course, you are entitled to only one payment in full.)
I  agree that you may at your option extend this note or the debt represented by
this  note,  or any portion of the note or debt, from time to time without limit
or  notice  and  for  any term without affecting my liability for payment of the
note.  I  will  assign  my  obligation  under  this agreement without your prior
written  approval.
FINANCIAL  INFORMATION  -  I  agree  to provide you, upon request, any financial
statement  or  information you may deem necessary.  I warrant that the financial
statements and information I provide to you are or will be accurate, correct and
complete.



SIGNATURES  AND  SEALS: IN WITNESS WHEREOF, I HAVE SIGNED MY NAME AND AFFIXED MY
SEAL ON THIS 14TH DAY OF APRIL, 2003.  BY DOING SO, I AGREE TO THE TERMS OF THIS
NOTE  (INCLUDING  THOSE  ON  PAGES  1 AND 2).  I HAVE RECEIVED A COPY ON TODAY'S
DATE.

                              CAMILLA BANKING GROUP
                                   #65-1165498

<TABLE>
<CAPTION>
<S>                                          <C>
-----------------------------------------------------------------------------------------

-------------------------------------         ---------------------------------
                                     (SEAL)                                     (SEAL)
/s/ JOE BOSTICK JR         PARTNER

-------------------------------------         ---------------------------------
                                     (SEAL)                                     (SEAL)
/s/ WILLIAM JERRY KENNEDY  PARTNER

-------------------------------------         ---------------------------------
                                     (SEAL)                                     (SEAL)
-----------------------------------------------------------------------------------------
</TABLE>

NATURE  FOR  LENDER:
                    ------------------------------------------------------------


                                        4
<PAGE>
--------------------------------------------------------------------------------
CAMILLA BANKING GROUP
                             Albany Bank & Trust       EXTENSION OF SECURITY
94-B EAST OAKLAND AVENUE     2815 Meredyth Drive          AGREEMENT DATED
CAMILLA, GA  31730-0000      Albany, GA  31708-1269          4/14/2003
                                                          --------------

   DEBTOR'S NAME AND ADDRESS     SECURED PARTY'S NAME AND ADDRESS
--------------------------------------------------------------------------------

For  value  received,  the  Debtor  hereby  grants  the Secured Party a security
interest  in  the  following  additional  collateral:

UNSECURED

SEE  PERSONAL  GUARANTIES  FROM  CHARLES  M.  JONES III, TAYLOR D. BANKSTON, JOE
BOSTICK,  JR.,  ROBERT  LEE BOSTICK, MICHAEL G. BRIGGS, TOM PINSON, BRENT WALDEN
COLLINS,  WILLIAM JERRY KENNEDY, LAWRENCE B. WILLSON, ROBERT W. HUTSON III, MARK
BRIGGS,  PHYLLIS  P.  HYDRICK,  LEE  H.  WILLIAMS,  AND DONALD R. ANDERSON DATED
1/07/03.






BY  SIGNING  BELOW,  DEBTOR ACKNOWLEDGES THAT THIS DOCUMENT DESCRIBES ADDITIONAL
COLLATERAL  WHICH  IS  SUBJECT  TO  ALL  TERMS  AND  CONDITIONS  OF THE SECURITY
AGREEMENT,  REFERRED  TO  ABOVE.


<TABLE>
<CAPTION>
<S>                                               <C>
AUTHORIZED SIGNATURE(S) OF SECURED PARTY -        CAMILLA BANKING GROUP
SIGN BELOW ONLY IF FILING THIS DOCUMENT.          #65-1165498


/s/ David C. Guillebeau               Debtor      BY: /s/ Joe Bostick, Jr.
-------------------------------------             ----------------------------------------
DAVID C. GUILLEBEAU     EVP                       JOE BOSTICK, JR.       PARTNER   (Title)

                                      Debtor      BY: /s/ William Jerry Kennedy
-------------------------------------             ----------------------------------------
                                                  WILLIAM JERRY KENNEDY  PARTNER   (Title)

                                      Debtor
                                                  ----------------------------------------
                                                                                   (Title)
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
<S>                             <C>                     <C>
CAMILLA BANKING GROUP                                   Loan Number              6510178
                                                                   ---------------------
                                 Albany Bank & Trust    Date              April 14, 2003
                                                            ----------------------------
94-B EAST OAKLAND AVENUE         2815 Meredyth Drive    Maturity Date  December 10, 2003
                                                                     -------------------
                                Albany, GA  31708-1269  Loan Amount          $250,200.00
                                                                   ---------------------
CAMILLA, GA  31730-0000                                 Renewal Of
                                                                  ----------------------
BORROWER'S NAME AND ADDRESS   LENDER'S NAME AND ADDRESS
----------------------------------------------------------------------------------------
</TABLE>

                                 AMOUNT FINANCED
                                   ITEMIZATION
                   "Me" and "My" refer to each borrower above.

          Amount given to me directly     $               7,500.00
                                           -------------------------------------
    Amount paid on my (loan) account)     $
                                           -------------------------------------
---------------------------------------   $

                                          $

 AMOUNTS PAID TO OTHERS ON MY BEHALF:     $
                                           -------------------------------------
                  Insurance Companies     $
                                           -------------------------------------
                     Public Officials     $
                                           -------------------------------------
P/O AB&T LOAN #6509692                    $              50,200.00
---------------------------------------    -------------------------------------
LOC TO DRAW                               $             192,300.00
---------------------------------------    -------------------------------------
ORIGINATION-AB&T                          $                 200.00
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
                                          $
---------------------------------------    -------------------------------------
     (less) PREPAID FINANCE CHARGE(S)     $                200.00
                                           -------------------------------------

                      AMOUNT FINANCED     $            250,000.00
                                           -------------------------------------
         (Add all items financed and subtract prepaid finance charges.)


  BY SIGNING BELOW - I ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ON THE
                              DATE INDICATED ABOVE.


JOE BOSTICK, JR., PARTNER  x WILLIAM JERRY KENNEDY, PARTNER
-------------------------    ---------------------------------------------------
CAMILLA BANKING GROUP


<PAGE>
                                FORM OF GUARANTY

                                     ----------------------,-------------
                                            (City)             (State)

                                                --------------------------------
                                                               (Date)

     For  good  and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  and  to  induce                  (herein,  with  its
                                           ------------------
participants,  successors  and  assigns, called "Lender"), at its option, at any
time or from time to time to make loans or extend other accommodations to or for
the account of                                        (herein called "Borrower")
              ----------------------------------------
or  to  engage  in  any other transactions with Borrower, the Undersigned hereby
absolutely  and unconditionally guarantees to Lender the full and prompt payment
when due, whether at maturity or earlier by reason of acceleration or otherwise,
of  the  debts,  liabilities  and  obligations  described  as  follows:

     A. If this [ ] is checked, the Undersigned guarantees to Lender the payment
     and  performance of the debt, liability or obligation of Borrower to Lender
     evidenced  by or arising out of the following:                          and
                                                   --------------------------
     any  extensions,  renewals or replacements thereof (hereinafter referred to
     as  the  "Indebtedness").

     B. If this [ ] is checked, the Undersigned guarantees to Lender the payment
     and  performance  of each and every debt, liability and obligation of every
     type and description which Borrower may now or at any time hereafter owe to
     Lender  (whether  such  debt,  liability  or  obligation  now  exists or is
     hereafter  created  or  incurred,  and  whether  it  is or may be direct or
     indirect,  due  or  to  become  due,  absolute  or  contingent,  primary or
     secondary,  liquidated  or  unliquidated,  or  joint, several, or joint and
     several;  all  such  debts,  liabilities  and obligations being hereinafter
     collectively  referred  to as the "Indebtedness"). Without limitation, this
     guaranty  includes  the  following  described  debt(s):
                                                            --------------------

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

The  term  "Indebtedness"  as  used  in  this  guaranty  shall  not  include any
obligations  entered  into  between  Borrower  and  Lender after the date hereof
(including  any  extensions,  renewals  or replacements of such obligations) for
which  Borrower  meets  the  Lender's  standard  of  creditworthiness  based  on
Borrower's  own  assets  and  income  without the addition of a guaranty, or for
which  a  guaranty is required but Borrower chooses someone other than the joint
Undersigned  to  guaranty  the  obligation.

The Undersigned further acknowledges and agrees with Lender that:

     1.  No  act  or  thing  Need  occur  to  establish  the  liability  of  the
Undersigned hereunder, and no act or thing, except full payment and discharge of
all  indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.

     2.  This  is  an absolute, unconditional and continuing guaranty of payment
of  the  Indebtedness and shall continue to be in force and be binding upon. the
Undersigned,  whether  or  not  all  Indebtedness  is  paid  in full, until this
guaranty  is revoked by written notice actually received by the Lender, and such
revocation  shall  not be effective as to Indebtedness existing or committed for
at  the  time  of  actual  receipt  of  such  notice by the Lender, or as to any
renewals,  extensions  and  refinancings  thereof.  If  there  be  more than one
Undersigned,  such revocation shall be effective only as to the one so revoking.
The  death  or  incompetence  of the Undersigned shall not revoke this guaranty,
except  upon actual receipt of written notice thereof by Lender and then only as
to  the  decedent  or  the  incompetent  and  only  prospectively,  as to future
transactions,  as  herein  set  forth.

     3.  If the Undersigned shall be dissolved, shall die, or shall be or become
insolvent  (however defined) or revoke this guaranty, then the Lender shall have
the  right  to  declare  immediately  due  and payable, and the Undersigned will
forthwith  pay  to  the Lender, the full amount of all Indebtedness, whether due
and  payable or unmatured.  If the Undersigned voluntarily commences or there is
commenced  involuntarily  against the Undersigned a case under the United States
Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or
unmatured,  shall  be  immediately  due  and  payable  without  demand or notice
thereof.

     4.  The  liability  of  the  Undersigned  hereunder  shall  be limited to a
principal  amount  of  $            (if unlimited or if no amount is stated, the
                        ------------
Undersigned  shall  be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection costs
and  enforcement  expenses  referable  thereto.  Indebtedness may be created and
continued  in  any  amount,  whether  or not in excess of such principal amount,
without  affecting  or impairing the liability of the Undersigned-hereunder. The
Lender  may  apply any sums received by or available to Lender on account of the
Indebtedness  from  Borrower  or any other person (except the Undersigned), from
their  properties,  out  of  any collateral security or from any other source to
payment  of the excess. Such application of receipts shall not reduce, affect or
impair  the  liability  of  the  Undersigned  hereunder. If the liability of the
Undersigned  is  limited  to  a  stated amount pursuant to this paragraph 4, any
payment made by the Undersigned under this guaranty shall be effective to reduce
or  discharge  such  liability  only  if  accompanied  by  a written transmittal
document,  received by the Lender, advising the Lender that such payment is made
under  this  guaranty  for  such  purpose.


<PAGE>
     5.  The Undersigned will pay or reimburse Lender for all costs and expenses
(including  reasonable attorneys' fees and legal expenses) incurred by Lender in
connection  with  the protection, defense or enforcement of this guaranty in any
litigation  or  bankruptcy  or  insolvency  proceedings.

THIS  GUARANTY  INCLUDES  THE  ADDITIONAL PROVISIONS ON PAGE 2, ALL OF WHICH ARE
MADE  A  PART  HEREOF.

     This  guaranty  is [ ] unsecured; [ ] secured by a mortgage or security
Agreement dated
                ----------------------------------------------------------------
[ ] secured  by
               -----------------------------------------------------------------

     IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned
the  day  and  year  first  above  written.

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

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


<PAGE>
                              ADDITIONAL PROVISIONS


     6.  Whether  or  not  any existing relationship between the Undersigned and
Borrower  has  been  changed  or ended and whether or not this guaranty has been
revoked,  Lender  may,  but  shall  not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval  by  the  Undersigned  and  without any notice to the Undersigned.  The
liability  of  the  Undersigned  shall not be affected or impaired by any of the
following  acts  or  things (which Lender is expressly authorized to do, omit or
suffer  from  time  to  time, both before and after revocation of this guaranty,
without  notice  to  or  approval  by  the  Undersigned):  (i) any acceptance of
collateral  security,  guarantors,  accommodation parties or sureties for any or
all  Indebtedness;  (ii)  any one or more extensions or renewals of Indebtedness
(whether  or not for longer than the original period) or any modification of the
interest  rates,  maturities  or  other  contractual  terms  applicable  to  any
Indebtedness;  (iii)  any  waiver,  adjustment,  forbearance,  compromise  or
indulgence  granted  to  Borrower,  any  delay  or  lack  of  diligence  in  the
enforcement  of  Indebtedness,  or  any failure to institute proceedings, file a
claim, give any required notices or otherwise protect any Indebtedness; (iv) any
full  or  partial release of, settlement with, or agreement not to sue, Borrower
or  any  other  guarantor or other person liable in respect of any Indebtedness;
(v)  any  discharge  of  any  evidence  of Indebtedness or the acceptance of any
instrument  in  renewal  thereof  or  substitution therefor; (vi) any failure to
obtain  collateral security (including rights of setoff) for Indebtedness, or to
see to the proper or sufficient creation and perfection thereof, or to establish
the priority thereof, or to protect, insure, or enforce any collateral security;
or  any  release,  modification,  substitution,  discharge,  impairment,
deterioration,  waste, or loss of any collateral security; (vii) any foreclosure
or  enforcement  of  any  collateral  security;  (viii)  any  transfer  of  any
Indebtedness  or  any  evidence  thereof;  (ix)  any order of application of any
payments or credits upon Indebtedness; (x) any election by the Lender under Sec.
1111(b)(2)  of  the  United  States  Bankruptcy  Code.

     7.  The  Undersigned  waives any and all defenses, claims and discharges of
Borrower,  or  any other obligor, pertaining to Indebtedness, except the defense
of  discharge  by  payment  in  full.  Without  limiting  the  generality of the
foregoing,  the Undersigned will not assert, plead or enforce against Lender any
defense  of  waiver,  release,  statute of limitations, res judicata, statute of
frauds, fraud, incapacity, minority, usury, illegality or unenforceability which
may  be  available  to  Borrower  or  any  other person liable in respect of any
Indebtedness,  or  any  setoff  available against Lender to Borrower or any such
other  person,  whether  or  not  on  account  of  a  related  transaction.  The
Undersigned expressly agrees that the Undersigned shall be and remain liable, to
the  fullest  extent  permitted  by applicable law, for any deficiency remaining
after  foreclosure  of  any mortgage or security interest securing Indebtedness,
whether  or  not  the  liability  of  Borrower  or  any  other  obligor for such
deficiency  is  discharged  pursuant  to  statute  or  judicial  decision.  The
undersigned  shall remain obligated,, to the fullest extent permitted by law, to
pay  such  amounts as though the Borrower's obligations had not been discharged.

     8.  The Undersigned further agrees that the Undersigned shall be and remain
obligated  to  pay  Indebtedness  even though any other person obligated to pay.
Indebtedness, including,. Borrower, has such obligation discharged in bankruptcy
or  otherwise  discharged  by  law. "Indebtedness" shall include post-bankruptcy
petition  interest  and  attorneys' fees and any other amounts which Borrower is
discharged  from paying or which do not otherwise accrue to Indebtedness due to.
Borrower's  discharge,  and  the  Undersigned shall remain obligated to pay such
amounts,  as'  though  Borrower's  obligations  had  not  been  discharged.

     9.  If  any  payment  applied  by  Lender to Indebtedness is thereafter set
aside,  recovered,  rescinded  or  required  to  be  returned  for  any  reason
(including,  without limitation, the bankruptcy, insolvency or reorganization of
Borrower  or  any  other  obligor),  the  Indebtedness to which such payment was
applied  shall  for the purposes of this guaranty be deemed to have continued in
existence,  notwithstanding  such  application,  and  this  guaranty  shall  be
enforceable  as  to  such Indebtedness as fully as if such application had never
been  made.

     10.  The  Undersigned  waives  any  claim,  remedy or other right which the
Undersigned  may  now  have  or  hereafter acquire against Borrower or any other
person  obligated to pay Indebtedness arising out of the creation or performance
of  the  Undersigned's  obligation  under  this  guaranty,  including,  without
limitation,  any  right  of  subrogation,  contribution  reimbursement,
indemnification,  exoneration,  and  any  right  to  participate in any claim or
remedy the Undersigned may have against the Borrower, collateral, or other party
obligated  for  Borrower's  debts,  whether  or  not such claim, remedy or right
arises  in  equity,  or  under  contract,  statute  or  common  law.

     11.  The  Undersigned  waives  presentment,  demand  for payment, notice of
dishonor  or  nonpayment, and protest of any instrument evidencing Indebtedness.
Lender  shall not be required first to resort for payment of the Indebtedness to
Borrower or other persons or their properties, or first to enforce, realize upon
or  exhaust  any  collateral  security  for  Indebtedness; before enforcing this
guaranty,      ,

     12.  The liability of the Undersigned under this guaranty is in addition to
and  shall be cumulative with all other liabilities of the Undersigned to Lender
as  guarantor  or  otherwise,  without  any  limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically
provides  to  the  contrary.

     13.  This  guaranty  shall  be enforceable against each person signing this
guaranty,  even  if only one person signs and regardless of any failure of other
persons  to sign this guaranty. If there be more than one signer, all agreements
and  promises  herein  shall  be construed to be, and are hereby declared to be,
joint  and  several  in each of every particular and shall be fully binding upon
and  enforceable against either, any or all the Undersigned. This guaranty shall
be  effective  upon  delivery  to  Lender,  without  further  act,  condition or
acceptance  by  Lender,  shall  be  binding  upon the Undersigned and the heirs,
representatives,  successors  and  assigns of the Undersigned and shall inure to
the  benefit  of  Lender  and  its  participants,  successors  and  assigns. Any
invalidity  or unenforceability of any provision or application of this guaranty
shall not affect other lawful provisions and application hereof, and to this end
the  provisions  of  this  guaranty  are  declared  to  be  severable. Except as
authorized  by  the  terms  herein,  this  guaranty may not be waived, modified,
amended, terminated, released or otherwise changed except by a writing signed by
the  Undersigned  and Lender. This guaranty shall be governed by the laws of the
State  in  which  it  is  executed.  The  Undersigned  waives notice of Lender's
acceptance  hereof.


<PAGE>