EBANK.COM, INC.

                    8% Cumulative Convertible Preferred Stock

                                Agency Agreement

                                                          September 11, 2000

ATTKISSON, CARTER & AKERS
3060 Peachtree Road, NW
Suite 1475
Atlanta, Georgia 30305

Dear Sirs:

ebank.com, Inc., a Georgia corporation (the "Company"), hereby confirms its
agreement with ATTKISSON CARTER & AKERS (the "Agent"), as follows:

1.       General. The Company proposes to offer, through the Agent on a "best
         efforts basis", up to 500,000 units (the "Maximum Offering") consisting
         of four shares of 8% cumulative convertible preferred stock (the
         "Preferred Stock") and a warrant to purchase two shares of the
         Company's common stock (the "Common Stock") for $3.50 per share (the
         "Units") at a price of $10.00 per Unit. The warrants shall terminate on
         the earlier of five years or 30 days after the Company notifies the
         holder that the closing price of the Common Stock has equaled or
         exceeded $5.00 per share for 20 consecutive days. One share of
         Preferred Stock will be convertible into one share of Common Stock. The
         Company will file a registration statement on Form S-3 covering the
         shares of Common Stock issuable upon conversion of the Preferred Stock
         or the exercise of the warrant no later than 180 days after the Closing
         of the offering, and will use its best efforts to have the registration
         statement declared effective as soon as practicable thereafter. In
         addition, the Company will grant "piggy-back" registration rights for
         the six months following the Closing. The investors and the Agent will
         agree to a lock-up period restricting the resale of the common stock
         registered on the Form S-3 to the following schedule: 25% of the shares
         on the effective date of the registration statement and an additional
         25% of the shares on the 60th, 120th, and 180th day following the
         effective date of the registration statement.

         On terms and conditions specified in this Agency Agreement (the
         "Agreement"), the Agent, for the compensation specified below, will
         provide the services specified in this Agreement to assist the Company
         in the Offering.

2.       The Offering.


         2.1      Services to be Rendered. Subject to the terms and conditions
                  hereof and upon the basis of the representations, warranties
                  and agreements herein set forth, the Company hereby appoints
                  the Agent as its agent to sell the Units on a best efforts
                  basis and on terms satisfactory to the Company. The Agent
                  hereby accepts such appointment and agrees to use its best
                  efforts to find purchasers for the Units. The Company and the
                  Agent agree that the Units shall be offered in a private
                  offering primarily to qualified accredited investors in
                  compliance with Section 4(2)of the Securities Act of 1933 (the
                  "Securities Act") and other federal and state securities laws.

         2.2      Exclusive Engagement. The Company shall not engage any other
                  person other than the Agent to solicit offers or sales of
                  Units during the Offering Period (as such term is herein
                  defined). However the Company may in its sole discretion
                  terminate this Agreement after 45 days from the date hereof.
                  The agent will be reimbursed only for actual out of pocket
                  expenses in the event the offering is terminated.

<PAGE>


         2.3      Compensation. The Company agrees to pay to the Agent for the
                  Agent's services in connection with the Offering a commission
                  on all Units sold in the Offering as follows: (a) a commission
                  equal to 10% of the sale price for each Share sold by the
                  Agent, except as described below, plus (b) a $25,000 fee when
                  $500,000 of Units have been sold by the Agent, plus (c) a
                  warrant to purchase 200,000 shares of the Company's common
                  stock at a price of $4.00 per share, exercisable for a period
                  of five years. No commissions are payable on Units sold to
                  directors of the Company or on Units sold to investors who are
                  located by the directors or officers of the Company and who
                  purchase at least $50,000 of Units. A commission equal to 5%
                  of the sale price is payable to the Agent for Units sold to
                  investors located by the directors and officers and who
                  purchase less than $50,000 of Units. The Company from time to
                  time will provide the Agent with a written list of potential
                  investors identified by the directors and officers. The shares
                  of common stock issuable upon exercise of the warrants shall
                  have "piggy-back" registration rights for the six months
                  following the Closing and the Company shall file a
                  registration statement on Form S-3 within 180 days after the
                  Closing. Resale of the common stock is subject to the
                  restrictions described in Section 1.

         2.4      Payment of Expenses. The Company will pay all expenses in
                  connection with the Offering including, but not limited to,
                  the Company's attorneys' fees, expenses for auditing and
                  accounting services, advertising fees, any NASD filing fees,
                  postage, and document reproduction expenses, and the
                  engraving, issuance, transfer and delivery of certificates for
                  the Stock. The Agent shall pay its own expenses incurred in
                  connection with the Offering, including, but not limited to,
                  the Agent's attorneys' fees.

         2.5      Blue Sky. The Company contemplates that the Offering will be
                  made in those states listed in Exhibit A attached hereto. The
                  Company shall, at its sole expense, take or cause to be taken
                  all necessary action and shall furnish to whomever the Agent
                  may direct such information as may be required to qualify the
                  Units for sale under the laws of such jurisdictions and any
                  other jurisdictions where the Company may hereafter elect that
                  Units shall be offered and shall continue such qualifications
                  in effect for as long as may be necessary for the distribution
                  of the Units. At the request of the Agent the Company shall
                  cause its counsel to prepare and furnish to the Agent "Blue
                  Sky" memoranda concerning the requirements for qualification
                  of the Units for sale under the law of such jurisdictions, and
                  the Agent shall be entitled to rely on such memoranda in
                  carrying out its obligations under this Agreement.

         2.6      Offering Period. The Units will be offered for sale during the
                  period (the "Offering Period") commencing on the date hereof
                  and continuing until the termination of the Offering by the
                  Company.

         2.7      Escrow Agreement. During the period of the Offering, the
                  proceeds from the sale of Units shall, upon receipt by the
                  Agent, be promptly placed in a special account with SunTrust
                  Bank (the "Escrow Agent"), subject to an escrow agreement
                  substantially in the form of the Escrow Agreement which is
                  attached hereto as Exhibit B and incorporated herein by this
                  reference (the "Escrow Agreement"). Each of the parties hereto
                  agrees that this Agreement shall be automatically terminated
                  and the entire proceeds received from subscriptions for the
                  Units shall be returned to the subscribers for such Units,
                  without interest, upon the failure of the minimum offering of
                  one million dollars ($1,000,000.00) (the "Minimum Offering")
                  to be achieved.

         2.8      Delivery of and Payment for the Units. Provided that the
                  Escrow Agent is authorized and empowered in accordance with
                  the terms of the Escrow Agreement to release the proceeds of
                  the Offering from escrow as described in the Escrow Agreement,
                  and provided further that this Agreement shall not have been
                  terminated pursuant to the terms hereof, payment for the Units
                  shall be made at a closing (the "Closing") to be held at the
                  offices of the Company's counsel (or such other place as the
                  parties hereto may agree), as provided herein. The date of a
                  Closing hereunder is sometimes referred to as the "Closing
                  Date". Payment for the Units sold on behalf of the Company by
                  the Agent shall be made to the Company or to the order of the
                  Company by the Escrow Agent acting upon instructions from the
                  Company and the Agent pursuant to the terms and


<PAGE>

                  conditions of the Escrow Agreement, and payment shall be
                  delivered to the Company by the Escrow Agent by one or more
                  certified or official bank checks in next-day funds. Such
                  payment shall be made upon delivery by the Company of the
                  certificates for the Units to the Agent, for the respective
                  accounts of the several purchasers of the Units against
                  receipt therefor signed by the Agent. The certificates for the
                  Units to be delivered at any Closing will be registered in
                  such name or names, and shall be in such denominations, as the
                  Agent may request; provided, however, that such request shall
                  be made no sooner than three (3) business days prior to the
                  Closing Date. The certificates representing the Units will be
                  made available to the Agent for inspection, checking and
                  packaging at the office of the Company's transfer agent and
                  registrar (the "Transfer Agent"), not less than one (1)
                  business day prior to the Closing Date.

         2.9      Closings.


                  (a)      As soon as practicable after the Agent has determined
                           that the Minimum Offering has been achieved, the
                           Agent shall notify the Company in writing thereof.
                           The Agent's notice to the Company hereunder shall set
                           forth the number of shares of common stock to be
                           delivered to the Agent by the Company against payment
                           therefor by the Escrow Agent. The initial Closing
                           hereunder (the "Initial Closing") shall take place at
                           10:00 a.m., Atlanta time on the fifth (5th) business
                           day after the date on which the Agent notifies the
                           Company as provided herein or on such other date and
                           time as agreed to in writing by the parties hereto;
                           provided, however, that the Initial Closing must
                           occur no later than the tenth (10th) business day
                           after such notice is given by the Agent.

                  (b)      By notice given in writing at each Closing hereunder,
                           the Company may elect to continue this Agreement
                           until such time as the maximum number of Units as
                           provided herein has been sold, or until the offering
                           deadline as specified in the Private Placement
                           Memorandum, whichever is earlier; provided, however,
                           that such Units may be sold only in compliance with
                           the terms and conditions of this Agreement and the
                           Private Placement Memorandum.

                  (c)      Closing with respect to Units sold pursuant to a
                           continuation of this Agreement pursuant to Section
                           2.9(b) hereof will occur on such date(s) and time(s)
                           as the parties may agree in writing from time to
                           time.

3.       Representations, Warranties and Agreements of the Company. The Company
         hereby represents and warrants to, and agrees with, the Agent that:

         (a)      The confidential private placement memorandum, including any
                  amendments or supplements thereto (the "Private Placement
                  Memorandum") when made available to prospective purchasers
                  throughout the Offering Period, will comply in all material
                  respects with federal statutes, regulations and policy
                  statements applicable thereto, including, without limitation,
                  the applicable rules, regulations and policy statements of the
                  SEC. At all times during the Offering Period, the Private
                  Placement Memorandum will contain all information including
                  financial statements that are required to be included therein
                  in accordance with applicable regulations (including
                  interpretations thereof), and policy statements of the SEC and
                  the Private Placement Memorandum will not include any untrue
                  statement of material fact or omit to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they are made, not misleading; provided, however, that no
                  representations or warranties are made to the Agent with
                  respect to statements or omissions made in reliance upon, or
                  in conformity with, written information furnished to the
                  Company with respect to the Agent, by the Agent, or on its
                  behalf expressly for use in the Private Placement Memorandum.

         (b)      The Company is, and at all times during the Offering Period
                  will be, a corporation duly incorporated and organized and is,
                  and will be, validly existing and in good standing under the
                  laws of the State of Georgia. The Company has, and at all
                  times during the Offering Period will

<PAGE>

                  have, full power and authority to own or lease all of its
                  properties and conduct all of its business as described in the
                  Private Placement Memorandum.

         (c)      The Company is, and at all times during the Offering Period
                  will be, duly qualified to do business and in good standing as
                  a foreign corporation in each jurisdiction where the ownership
                  or leasing of its properties or the conduct of its business
                  required such qualification.

         (d)      The financial statements contained in the Private Placement
                  Memorandum present fairly and accurately the financial
                  position of the Company as the respective dates thereof and
                  the results of operations of the Company for the respective
                  periods covered thereby, all in conformity with generally
                  accepted accounting principles applied on a consistent basis
                  throughout the entire periods involved.

         (e)      At all times during the Offering Period except as set forth in
                  or contemplated by the Private Placement Memorandum: (i) the
                  Company will not have incurred and will not incur any material
                  liabilities or obligations, direct or contingent, except for
                  liabilities or obligations entered into in the ordinary course
                  of business, and will not have entered into and will not enter
                  into any material transactions; and (ii) there will have been
                  no, and there will be no, material adverse change, or any
                  development relating to the Company which the Company has
                  cause to believe would involve a prospective material adverse
                  change in or affecting the business, business prospects,
                  general affairs, management, financial position, net worth,
                  results of operations, or properties of the Company, or the
                  value of the assets of the Company.

         (f)      Except as set forth in or contemplated by the Private
                  Placement Memorandum, to the best of its knowledge, the
                  Company does not have and will not have during the Offering
                  Period any material contingent liabilities or obligations.

         (g)      Except as set forth in the Private Placement Memorandum and
                  the Company's SEC filings, there are no actions, suits or
                  proceedings pending or, to the best of its knowledge,
                  threatened against or affecting the Company or its business,
                  business prospects, financial condition, results of operations
                  or properties, or against or affecting any of its principal
                  officers, before or by any federal or state court, commission,
                  regulatory body, administrative agency or other governmental
                  body, domestic or foreign, wherein an unfavorable ruling or
                  decision or finding would materially and adversely affect the
                  business, business prospects, financial condition, results of
                  operations, or properties of the Company.

         (h)      At all times during the Offering Period, the Company will have
                  title to all properties and assets described in the Private
                  Placement Memorandum as being owned by the Company, free and
                  clear of all liens, charges, encumbrances or restrictions,
                  except such as are described in the Private Placement
                  Memorandum or which are not material to the business of the
                  Company. At all times during the Offering Period, the Company
                  will have valid, existing and enforceable leases to the
                  properties and equipment described in the Private Placement
                  Memorandum as being leased by the Company, with such
                  exceptions as are not material and do not materially interfere
                  with the uses made, and proposed to be made, of such
                  properties by the Company.

         (i)      The Company has filed all federal and state income tax returns
                  which are required to be filed by it and has paid all taxes
                  shown on such returns and on all assessments received by it to
                  the extent such taxes have become due. To the best of its
                  knowledge, all taxes with respect to which the Company is
                  obligated have been paid or adequate accruals have been
                  established to cover any such unpaid taxes.

         (j)      The Company is not, and at all times during the Offering
                  Period will not be, in violation of its articles of
                  incorporation or bylaws or in default in the performance or
                  observance of any obligation, agreement, covenant or condition
                  contained in any bond, debenture, note or other evidence of
                  indebtedness or in any contract, indenture, mortgage, loan
                  agreement or other agreement or instrument to which the
                  Company is a party or by which it or any of its properties is

<PAGE>

                  bound, and the Company is not, and at all times during the
                  Offering Period will not be, in violation of any law, order,
                  rule, regulation, writ, injunction or decree of any
                  government, governmental instrumentality or court, domestic or
                  foreign, of which it has knowledge. Neither the Company, nor
                  any employee or agent thereof, has made any payment of funds
                  of the Company or received or retained any funds in violation
                  of any law, rule or regulation which payment, receipt or
                  retention of funds is not fully disclosed in the Private
                  Placement Memorandum.

         (k)      At all times during the Offering Period, there will be no
                  document or contract of the character required to be described
                  in the Private Placement Memorandum which is not described as
                  required, and the descriptions in the Private Placement
                  Memorandum are accurate and complete and fairly present the
                  information required to be shown.

         (l)      No statement, representation, warranty or covenant made by the
                  Company in this Agreement or made in any certificate or
                  document required by this Agreement to be delivered to the
                  Agent was or will be, when made, inaccurate, untrue or
                  incorrect in any material respect.

         (m)      The Company has full right, power and authority to enter into
                  this Agreement and this Agreement has been duly authorized,
                  executed and delivered by the Company and will be, upon
                  acceptance by the Agent, a valid and binding agreement of the
                  Company enforceable in accordance with its terms. The
                  performance of this Agreement and the consummation of the
                  transactions contemplated herein will not result in a breach
                  or violation of any of the terms or provision of, or
                  constitute a default under the articles of incorporation or
                  the bylaws of the Company, any obligation, agreement, covenant
                  or condition contained in any bond, debenture, note or other
                  evidence or indebtedness or in any contract, indenture,
                  mortgage, loan agreement or other agreement or instrument to
                  which the Company or any of its subsidiaries is a party or by
                  which the Company or any of its subsidiaries or any of their
                  respective properties is bound, or any law, order, rule,
                  regulation, writ, injunction or decree of any government,
                  governmental instrumentality or court, domestic or foreign,
                  and will not result in the creation or imposition of any lien,
                  charge claim or encumbrance upon any property or asset of the
                  Company. No consent, approval, authorization or order of any
                  government, governmental instrumentality or court is required
                  in connection with the execution of this Agreement or the
                  consummation of the transactions contemplated by this
                  Agreement except such as may be required by the NASD or by
                  state regulatory authorities under state securities or blue
                  sky laws in connection with the distribution of the Units or
                  in connection with the Agent's services hereunder.

         (n)      Except with respect to the proposed public offering in 1999
                  and the proposed private offering in 2000 with Sutro & Co.
                  Incorporated, (i) the Company has not placed any securities
                  within the last eighteen months; (ii) there have been no
                  material dealings within the last twelve months between the
                  Company and any NASD member or any person related to or
                  associated with any such member; (iii) except as contemplated
                  by this Agreement, no financial or management consulting
                  contracts are outstanding with any other person; (iv) there
                  has been no intermediary between the Agent and the Company in
                  connection with the Offering and no person is being
                  compensated in any manner for providing such service.]

4.       Representations, Warranties and Agreements of the Agent. The Agent
         represents and warrants to, and agrees with the Company that:

         (a)      Any and all information furnished to the Company by the Agent
                  in writing expressly for use in the Private Placement
                  Memorandum will not contain any untrue statement of material
                  fact or omit to state any material fact necessary in order to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading.

         (b)      The Agent is registered with the Securities and Exchange
                  Commission as a broker-dealer and is a member in good standing
                  with the National Association of Securities Dealers, Inc. (the
                  "NASD"), and the Agent and all its agents and representatives
                  have or will have required licenses and registrations to
                  perform its obligations under this Agreement; and such
                  registrations, membership


<PAGE>

                  and licenses will remain in effect during the term of this
                  Agreement. The Agent agrees that, in performing its
                  obligations under this Agreement, the Agent will comply with
                  all applicable statutes and the rules and regulations of the
                  NASD and any other federal or state governmental agency which
                  are applicable to it. This Agreement has been duly and validly
                  authorized, executed and delivered by the agent and is its
                  valid and binding agreement and obligation.

         (c)      All checks and funds received by the Agent with respect to the
                  subscription price from prospective purchasers in the Offering
                  shall be made payable to the escrow agent and transmitted
                  directly to the escrow agent by noon of the next business day
                  after receipt by the Agent. If the Offering is terminated
                  prior to the end of the Offering Period by the Company, then
                  subscription funds received after any such termination shall
                  be promptly returned to the subscribers for the Units, without
                  interest.

         (d)      The Agent will deliver to the Company the original copies of
                  all subscription documents of prospective purchasers received
                  by the Agent in the Offering, and the Agent will promptly
                  inform the Company of any facts which come to the Agent's
                  attention which would cause a reasonable person to believe
                  that such subscription documents contain any material
                  misstatement or omission.

5.       Covenants of the Company.  The Company further agrees with and
         covenants to the Agent as follows:


         (a)      To comply with the "Blue Sky" and other securities laws and
                  regulations of each state in which subscriptions are solicited
                  in the Offering pursuant to the mutual agreement of the Agent
                  and the Company and to assist the Agent in any necessary
                  registration or filings that may be required of the Agent with
                  respect to the Offering, in the states mutually agreed upon by
                  the Agent and the Company. The Company will advise the Agent
                  promptly of the issuance by any state regulatory authority of
                  any stop order or other order suspending the registrations or
                  exemptions therefrom of the Private Placement Memorandum or of
                  the institution of any proceedings for that purpose, will use
                  its best efforts to prevent the issuance of any stop order or
                  other such order, and should a stop order or other such order
                  be issued, to obtain as soon as possible the lifting thereof.

         (b)      To furnish the Agent with such numbers of printed copies of
                  the Private Placement Memorandum, with all amendments,
                  supplements and exhibits thereto, together with subscription
                  materials, as the Agent may reasonable request, and similarly,
                  to furnish the Agent and others designated by the Agent with
                  as many copies of additional sales literature or other
                  materials approved by the Company for use in connection with
                  the Offering as the Agent may reasonably request.

         (c)      Promptly to furnish such information and execute and file such
                  documents as may be necessary for the Company to offer and
                  sell the Units in full compliance with applicable state and
                  federal statutes, regulations and policy statements.

         (d)      To advise the Agent promptly if any event known to the Company
                  shall have occurred as a result of which the Private Placement
                  Memorandum in its then current form (including any amendments
                  or supplements thereto) would include an untrue statement of a
                  material fact or omit to state any material fact necessary in
                  order to make the statements therein, in light of the
                  circumstances under which they were made, not misleading.

         (e)      To utilize or furnish no sales literature in connection with
                  the Offering, other than the Private Placement Memorandum,
                  unless such other sales literature has been approved by the
                  SEC and the NASD, if necessary, and furnished to the Agent at
                  least ten (10) days prior to its first use and the Agent has
                  failed to object to the contents of, or the proposed use of,
                  such other sales literature.

6.       Conditions of the Agent's Obligations. The Agent's obligation to effect
         the transactions contemplated by this Agreement shall be subject to the
         continuing accuracy throughout the Offering Period of the
         representations, warranties and agreements of the Company, the
         performance by the Company of all of its obligations under this
         Agreement, and the following further terms and conditions:

<PAGE>


         (a)      The Agent shall have received on any Closing Date hereunder
                  the opinion of Nelson Mullins Riley & Scarborough LLP, counsel
                  for the Company, dated as of such Closing Date. Such opinion
                  may be given subject to the January 1, 1992 edition of the
                  Interpretive Standards applicable to Legal Opinions to Third
                  Parties in Corporate Transactions adopted by the Legal Opinion
                  Committee of the Corporate and Banking Law Section of the
                  State Bar of Georgia (the "Interpretive Standards"), and shall
                  be substantially to the effect that:

                  (i)      the Company is a corporation duly organized, validly
                           existing and in good standing, under the laws of the
                           State of Georgia.

                  (ii)     the Units to be sold by the Company have been duly
                           authorized and will be, upon issuance and delivery
                           against payment therefor in accordance with the terms
                           of this Agreement, validly issued, fully paid and
                           non-assessable and will not be subject to any
                           preemptive or other rights to subscribe for or
                           purchase Units pursuant to the organizational
                           documents of the Company or, to the best of such
                           counsel's knowledge, otherwise.

                  (iii)    the Company's authorized shares consist of 10,000,000
                           shares of common stock, $.01 par value, of which
                           1,469,250 shares are outstanding and 10,000,000shares
                           of preferred stock, of which no shares are
                           outstanding. The outstanding shares of the Company's
                           stock have been duly authorized and validly issued,
                           were not issued in violation of any statutory
                           preemptive rights of shareholders, and are fully paid
                           and nonassessable. Except as described in the Private
                           Placement Memorandum, there are no options,
                           subscriptions, warrants, calls, rights or commitments
                           obligating the Company to issue equity securities or
                           acquire its equity securities.

                  (iv)     the amounts, terms and designations of the capital
                           stock of the Company conform as to legal matters in
                           all material respects to the description thereof
                           contained in the Private Placement Memorandum under
                           the caption "Description of Capital Stock".

                  (v)      this Agreement has been duly authorized, executed and
                           delivered by the Company and, when so executed and
                           delivered, constitutes the legal, valid and binding
                           obligation of the Company, enforceable against the
                           Company.

                  (vi)     the execution and delivery by Company of this
                           Agreement do not, and if Company were now to perform
                           its obligation under this Agreement such performance
                           would not, result in any: (1) violation of Company's
                           articles or incorporation or bylaws; (2) violation of
                           any existing federal or state constitution, statute,
                           regulation, rule, order, or law to which Company or
                           its assets are subject; (3) breach of or default
                           under any Material Agreements; (4) creation or
                           imposition of a contractual lien or security interest
                           in, on or against its assets under any Material
                           Agreements; or (5) violation of any judicial or
                           administrative decree, writ, judgment or order to
                           which, to our knowledge, Company or its assets are
                           subject.

                  (vii)    to the knowledge of such counsel, the Company has all
                           necessary consents, authorizations, approvals,
                           orders, certificates and permits of and from, and has
                           made all declarations and filings with, all federal,
                           state, local and other governmental authorities, all
                           self-regulatory organizations, all courts and other
                           tribunals, to own, lease, license and use its
                           properties and assets and to conduct its business in
                           the manner described in the Private Placement
                           Memorandum, except to the extent that the failure to
                           obtain or file would not have a material adverse
                           effect on the Company.

                  (viii)   to the knowledge of such counsel, no authorization,
                           consent, approval of or qualification with any
                           federal or state governmental authority is required
                           for the execution, delivery or performance by the
                           Company of this Agreement, except such as have been
                           previously made or obtained, in connection with the
                           distribution of the Units by the Agent, and


<PAGE>

                           except  those which,  if not made or  obtained,  will
                           not,  individually  or  in  the  aggregate,   have  a
                           material adverse effect on the Company.

                  (ix)     nothing has come to the attention of such counsel to
                           cause such counsel to believe that (except for
                           financial statements, projections, schedules and
                           other financial and statistical information included
                           or incorporated by reference in the Private Placement
                           Memorandum as to which such counsel need not express
                           any opinion) the Private Placement Memorandum
                           contained any untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading, or that the Private
                           Placement Memorandum as of the Closing Date,
                           contained any untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading.

                  (x)      to such counsel's knowledge, there are no legal or
                           governmental proceedings pending or threatened to
                           which the Company is a party or to which any of the
                           properties of the Company is subject that are not
                           fairly summarized in all material respects in the
                           Private Placement Memorandum or the Company's filings
                           with the SEC; and

                  (xi)

                  (xii)    after due inquiry, such counsel does not know of any
                           pending or threatened proceeding relating to the
                           revocation or modification of any consent,
                           authorization, approval, order, certificate or permit
                           necessary to the conduct of the business of the
                           Company.

                  As to questions of fact material to such opinion, counsel may
                  rely on (without independent verification of the accuracy or
                  completeness thereof), the representations and warranties of
                  the Company contained in this Agreement as well as the
                  Material Agreements. The term "Material Agreement", for
                  purposes of such opinion, shall mean each of the agreements
                  which has been filed with the Securities and Exchange
                  Commission as an exhibit (including any document which in lieu
                  of being filed as an exhibit, is incorporate by reference or
                  which the Company agrees or has agreed to provide to the
                  Securities and Exchange Commission upon request) to the
                  Company's most recently-filed Annual Report on Form 10-KSB or
                  any subsequently filed report on Form 10-QSB or Form 8-K,
                  pursuant to the requirements of Item 601(b)(10) of SEC
                  Regulation S-B, 17 CFR 228.601(b)(10), as amended.

         (b)      On the Closing Date of any Closing hereunder, the Agent shall
                  have received from the Chief Financial Officer of the Company
                  a letter dated as of such Closing Date, in form and substance
                  satisfactory to the Agent in all respects, concerning the
                  accuracy, to his best knowledge and belief, of the financial
                  information included in the Private Placement Memorandum.

         (c)      At the Closing Date of any Closing hereunder, there shall be
                  furnished to the Agent a certificate, dated as of such Closing
                  Date, signed by the President and Secretary of the Company
                  (collectively the "Officers") in form and substance
                  satisfactory to the Agent (the "Certificate") to the effect
                  that, to their best knowledge and belief:

                  (i)      The Officers of the Company have carefully examined
                           the Private Placement Memorandum, and as of the date
                           of such Certificate, the statements in the Private
                           Placement Memorandum are true and correct, and the
                           Private Placement Memorandum does not misstate or
                           omit to state a material fact required to be stated
                           therein or necessary to make the statements therein
                           not untrue or misleading.

                  (ii)     The Company has complied with all conditions
                           precedent to the performance of the Agent's
                           obligations under this Agreement.

<PAGE>


                  (iii)    Each of the representations and warranties of the
                           Company contained in this Agreement was when
                           originally made and is as of the date of such
                           Certificate true and correct.

                  (iv)     No order from any regulatory body has been issued and
                           no proceedings have been instituted, or to the
                           knowledge of such Officers contemplated, to prevent
                           the consummation of the Offering.

7.       Indemnification.

         (a)      The Company will indemnify and hold harmless the Agent, its
                  officers, directors, counsel, representatives and persons who
                  control the Agent within the meaning of the Exchange Act, from
                  and against all losses, claims, damages and liabilities, joint
                  and several, to which any of the aforesaid parties, including
                  the Agent (collectively, the "Agent Parties"), may become
                  subject, under federal or state securities laws or otherwise,
                  insofar as such losses, claims, damages or liabilities (or
                  actions in respect thereof) arise out of or are based upon:
                  (i) any untrue statement or alleged untrue statement of a
                  material fact contained in the Private Placement Memorandum,
                  or in any Blue Sky application or other document executed by
                  the Company or on its behalf for the purpose of qualifying any
                  or all of the Stock for sale under the securities laws of any
                  jurisdiction, or based upon written information furnished by
                  the Company under the securities laws thereof (any such
                  application, document, or information being hereinafter
                  referred to as a "Blue Sky Application") or (ii) the omission
                  to state in the Private Placement Memorandum, or in any Blue
                  Sky Application, a material fact required to be stated therein
                  or necessary to make the statements therein, in light of the
                  circumstances under which they were made, not misleading. The
                  Company will further reimburse the Agent Parties, and each and
                  every one of them, for any legal or other expenses reasonably
                  incurred by any one or more of the Agent Parties in connection
                  with investigating and defending such loss, claim, damage,
                  liability or action; provided, however, that the Company will
                  not be liable in any case to the extent that the subject loss,
                  claim, damage or liability arises out of, or is based upon, an
                  untrue statement or alleged untrue statement or omission or
                  alleged omission made in reliance upon and unconformity with
                  written information furnished to the Company by the Agent
                  specifically for use in the preparation of the subject Private
                  Placement Memorandum, Blue Sky Application, or any amendment
                  or supplement thereto or the Agent's failure to deliver to the
                  investors any amendment or supplement to the Private Placement
                  Memorandum prepared by the Company and furnished to the Agent
                  The indemnity provided for in this Section 7(a) will be in
                  addition to any liability which the Company may otherwise
                  have.

         (b)      The Agent will indemnify and hold harmless the Company, its
                  officers, directors, counsel, representatives and persons who
                  control the Company which the meaning of the Securities
                  Exchange Act of 1934, from and against all losses, claims,
                  damages and liabilities, joint and several, to which any of
                  the aforesaid parties, including the Company (collectively,
                  the "Company Parties"), may become subject, under federal or
                  state securities laws or otherwise, insofar as such losses,
                  claims, damages or liabilities (or actions in respect thereof)
                  arise out of or are based upon: (i) any untrue statement of
                  material fact contained in the Private Placement Memorandum,
                  any Blue Sky Application, or any amendment or supplement
                  thereto; (ii) the omission to state in the Private Placement
                  Memorandum, any Blue Sky Application, or any amendment or
                  supplement to any of the foregoing, a material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading; provided, in the case of Sections
                  (7)(b)(i) and (7)(b)(ii) to the extent, but only to the
                  extent, that such untrue statement or omission was made in
                  reliance upon or in conformity with written information
                  furnished to the Company by the Agent specifically for use
                  with reference to the Agent in preparation of the Private
                  Placement Memorandum, any Blue Sky Application, or any
                  supplement or amendment thereto; or (iii) arising out of any
                  misrepresentation by the Agent in this Agreement or any breach
                  of warranty by the Agent with respect to this Agreement. The
                  Agent will further reimburse the Company Parties for legal or
                  other expenses reasonably incurred by the Company Parties in
                  connection with investigating or defending any loss, claim,
                  damage, liability or action under this Section (7)(b). The
                  indemnification provided for in this Section 7(b) shall be in
                  addition to any liability which the Agent may otherwise have.

<PAGE>


         (c)      Promptly after receipt by an indemnified party under Section
                  (7)(a) or (7)(b) above of notice of the commencement of any
                  action, such indemnified party shall, if a claim in respect
                  thereof is to be made against the indemnifying party under
                  such Section, notify the indemnifying party in writing of the
                  commencement of the action; but the omission so to notify the
                  indemnified part shall not relieve it from any liability which
                  it may have to an indemnified party otherwise and under such
                  Section. In any case any such action shall be brought against
                  any indemnified person, then it shall notify the indemnifying
                  party of the commencement thereof, the indemnifying party
                  shall be entitled to participate therein, and, to the extent
                  it shall wish, jointly with any other indemnifying party
                  similarly notified, the indemnifying party may assume the
                  defense thereof, with counsel satisfactory to such indemnified
                  party (who may also be counsel to the indemnifying party only
                  if the representation of both parties does not constitute a
                  conflict) and after notice from the indemnifying party to such
                  indemnified party of its election so to assume the defense
                  thereof, the indemnifying party shall not be liable to such
                  indemnified party under such Section for any legal expenses of
                  other counsel or any other expenses, in each case subsequently
                  incurred by such indemnified party, in connection with the
                  defense thereof other than reasonable costs of investigation.

8.       Survival Clause. The respective indemnities, agreements (including,
         without limitation, the agreement set forth in Section 7 hereof),
         representations, warranties and other statements of the Company and the
         Agent as set forth in this Agreement, shall remain in full force and
         effect, regardless of any investigation (or any statement as to the
         results thereof) made by or behalf of the Agent, any officer or
         director of the Agent, or counsel therefor, or the Company or any
         officer or director of the Company, or counsel therefor, and shall
         survive any termination of this Agreement and the receipt of any
         payment for the Units.

9.       Notices. All notices under this Agreement shall be in writing and if
         sent to the Agent shall be mailed, delivered or telecopied to the Agent
         at the address first provided above, and if sent to the Company shall
         be mailed or delivered to the Company at its present headquarters
         address, 2410 Paces Ferry Road, Atlanta, Georgia 30339, Attention:
         James L. Box or to such other address as may be delivered to the Agent
         from time to time. Any notice shall be deemed to have given when it is
         received by the party to whom it is addressed.

10.      Governing Law. Except to the extent governed by preemptive federal law,
         this  Agreement  shall be governed by and construed in accordance  with
         the substantive laws of the State of Georgia.

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


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.

                                     ebank.com, Inc.



                                     By:    /s/ James L. Box
                                            ------------------------------------
                                                James L. Box

                                     Title: Chief Executive Officer


         ACCEPTED AND AGREED TO this 11th day of September, 2000.




                                       ATTKISSON CARTER & AKERS


                                       By: /s/

                                       Title: Senior Vice President



<PAGE>




                                    Exhibit A

                                 OFFERING STATES