AGREEMENT FOR THE SALE AND
                            PURCHASE OF REAL PROPERTY


     THIS  AGREEMENT  FOR  THE  SALE  AND  PURCHASE  OF  REAL  PROPERTY  (the
"Agreement"),  made  and  entered  into  this 18th day of DECEMBER, 2002, by and
between  a  group of individuals whose names are listed on Exhibit "A," attached
hereto  and  incorporated  herein  by  this express reference, operating a joint
venture  known as the CBG GROUP/FLINT RIVER NATIONAL BANK, as party of the first
part  (hereinafter  referred to as "Purchaser") and HERITAGEBANK OF THE SOUTH, a
federally-chartered  mutual  savings  association,  as  party of the second part
(hereinafter  referred  to  as  "Seller").

                                   WITNESSETH

     WHEREAS,  Seller  desires to sell and Purchaser desires to purchase certain
real  and  personal  property  more  particularly hereinafter described upon the
terms  and  conditions  hereinafter  set  forth;  and

     WHEREAS, Purchaser has, prior to the execution of this Agreement, deposited
with  Seller  the  earnest  money  as  hereinafter  described;  and

     WHEREAS,  for purposes of this Agreement, the execution and delivery of the
documents  necessary  to  consummate  the  sales transaction contemplated hereby
shall  be referred to as the "Closing," and the date on which such documents are
fully  executed  and  delivered  shall  be referred to as the "Date of Closing."

     NOW,  THEREFORE,  for  and in consideration of the covenants and agreements
hereinafter  set  forth,  the  sum  of Ten and No/100 Dollars ($10.00) and other
valuable  consideration  in  hand  paid  by Purchaser to Seller, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  Seller  and Purchaser hereby
covenant  and  agree  as  follows:

     1.  Sale  of  Property.  Seller  agrees  to sell to Purchaser and Purchaser
agrees  to  purchase  from Seller, upon the terms and conditions hereinafter set
forth,  the following described items of real and personal property (hereinafter
referred  to  as  the  "Property"):

         SEE  EXHIBIT  "B" ATTACHED HERETO AND INCORPORATED HEREIN BY
         THIS  EXPRESS  REFERENCE  THERETO FOR A LEGAL DESCRIPTION OF
         THE  REAL PROPERTY AND DESCRIPTION OF THE PERSONAL PROPERTY,
         WHICH  EXHIBIT  IS  BY  THIS  REFERENCE  MADE A PART HEREOF.

     2.  Earnest  Money  Deposit.  Prior  to the execution hereof, Purchaser has
paid  Seller  the  amount of $30,000.00 as earnest money, the receipt whereof is
hereby  acknowledged  by  Seller  (the  "Earnest  Money").  Should  the  sale
contemplated hereby not be closed on or before December 31, 2003, as hereinafter
provided,  the  Purchaser  shall  pay  to  Seller  an  additional


<PAGE>
$30,000.00  in  earnest  money, which shall also be considered to be part of the
Earnest  Money hereunder. All Earnest Money shall be retained by Seller, pending
Closing or other disposition pursuant to the terms of this Agreement.

     3.   Purchase  Price  Prior  to  December  31,  2003.

     3.1  Purchase  Price.  The Purchaser shall purchase the Property under this
Agreement  for  an aggregate purchase price of EIGHT HUNDRED THOUSAND and NO/100
DOLLARS  ($800,000.00) (herein the "Purchase Price"), provided the Closing takes
place  on  or  prior  to  December  31,  2003.

     3.2  Purchase  Price  After  December  31, 2003. If the Purchaser shall not
close  the  purchase  of the Property under this Agreement prior to December 31,
2003,  the Purchaser shall, on or before December 31, 2003, pay to the Seller an
additional  $30,000.00,  which shall become part of the Earnest Money hereunder.
Additionally,  after  December  31,  2003,  the Purchase Price shall increase to
EIGHT  HUNDRED THIRTY-TWO THOUSAND and NO/100 DOLLARS ($832,000.00) (hereinafter
the  "Delayed  Purchase  Price").

     3.3  Payment.

     (a)  Purchaser  shall  receive a credit for the amount of the Earnest Money
then  paid  at  Closing;  and

     (b) The balance of the Purchase Price or the Delayed Purchase Price, as the
case  may  be,  for  the  Property  shall  be  paid  by  means of execution of a
Promissory  Note  from  the  Purchaser,  in favor of the Seller, in such amount,
which  Promissory  Note shall be amortized at a variable rate equal to the prime
rate  of interest, as published in the Wall Street Journal, over a period of one
hundred  twenty  (120)  months  (10  years)  and payable in monthly installments
computed  in  accordance with such an amortization. The Purchaser shall execute,
in  favor  of  the  Seller,  a  Deed  to Secure Debt, Security Agreement and, if
necessary,  financing  statements,  encumbering  the Property which shall secure
repayment  of  the balance of the Purchase Price, or the Delayed Purchase Price,
as  the  case  may be, to be financed by the Seller, and each of the individuals
constituting  the  Purchaser  shall be personally liable for such obligation. If
requested  by  Seller, said individuals shall execute a personal guaranty of the
Promissory  Note to be executed in favor of the Seller to finance the balance of
the  Purchase  Price  due  hereunder.

     3.4  Closing.  The  Closing  shall  take place no later than the earlier of
thirty  (30)  days  from  the  satisfaction, by Purchaser, of the conditions set
forth  in  Section  4  below, or June 30, 2004, if the Buyer pays the additional
Earnest  Money  as  described  in  Section 3.2 above.  If the additional Earnest
Money described in Section 3.2 above is not paid on or before December 31, 2003,
the  final  deadline  for  Closing shall be December 31, 2003. The Closing shall
take  place  at  a  mutually  agreeable place and time. At Closing, Seller shall
deliver to Buyer: (a) a Closing Statement; (b) Limited Warranty Deed; (c) FIRPTA
Affidavit  (indicating  that  Seller  is  not  a  "foreign  person"  or "foreign
corporation"  as  that  term  is  defined  in Section 1445(f)(3) of the Internal
Revenue  Code of 1986); (d) an Affidavit of Seller's Residence Regarding Georgia
Withholding  Tax  establishing  that  Seller  is exempt from the requirements of
O.C.G.A. 48-7-128,


                                        2
<PAGE>
the  Georgia  Withholding  Statute  (or  Affidavit  of Exemption or Affidavit of
Seller's  Gain, if withholding is required); (e) a transfer tax declaration form
properly  signed  and  executed  by  the  Seller;  (f)  certification  that  the
representations  and warranties set forth in paragraph 5 are true and correct on
the  date  of  Closing  and (g) an Owner's Affidavit, reasonably satisfactory to
Buyer and the Title Company. The representations and warranties shall merge into
the  deed  and  shall  not  survive  the  Closing.

     4.  Conditions to Determine Date of Closing. The following conditions shall
dictate  when  the  Date  of  Closing  shall  occur:

     (a)  The  Purchaser  intends  to utilize the Property as a location for the
operation  of a commercial bank. Between the date of execution of this Agreement
and  the Date of Closing, the Purchaser shall utilize its best efforts to obtain
all necessary regulatory approval for the creation and operation of a commercial
banking  concern  on the Property, culminating in the issuance of a charter from
the  appropriate  authority for operation of a banking institution. The issuance
of  such  a  charter  shall  be  the  date from which the thirty (30) day period
between the satisfaction of conditions to the setting of the Date of Closing and
the  date  upon  which  the  Closing  shall  take  place  shall  be  computed.

     (b)  In  any event, regardless of whether such a charter has been obtained,
the  Purchaser  shall be obligated to close the purchase transaction anticipated
hereby no later than June 30, 2004, if the additional Earnest Money provided for
by  Section  3.2  is  paid, or December 31, 2003 if the additional Earnest Money
provided  for  by  Section  3.2  is  not  paid.

     5.  Representations  and Warranties of Seller. Seller hereby represents and
warrants  to  Purchaser  as  of  the  date  hereof  that:

     (a)  Seller has the right, power and authority to enter into this Agreement
and  to  sell  the  Property in accordance with the terms hereof, and Seller has
granted  no  option  to  any  other  person  or entity to purchase the Property.

     (b)  To Seller's knowledge, after reasonable inquiry, the Property complies
with,  conforms  to  and  obeys  all  laws,  ordinances, rules, regulations, and
requirements  existing on the date of Closing of all governmental authorities or
agencies having jurisdiction over the Property, and any requirement contained in
any  hazard insurance policy covering the Property or board of fire underwriters
or  other body exercising similar functions which are applicable to the Property
or  to  any  part  thereof  or which are applicable to the use or manner of use,
occupancy,  possession  or  operation  of  the  Property.

     (c)  Seller  has  not  received  notice  of  and is not aware of any suits,
judgments, or violations relating to or at the Property of any zoning, building,
fire,  health, pollution, environmental protection, or waste disposal ordinance,
code,  law  or regulation which has not been heretofore corrected; that there is
no  suit  or  judgment  presently  pending or threatened in writing, which would
create  a  lien  upon  the Property in the hands of Purchaser after Closing; and
Seller shall give prompt notice to Purchaser of any such suit or judgment filed,
entered  or threatened in writing prior to Closing.

     (d) There are no pending, no threatened in writing, or contemplated eminent
domain  proceedings  affecting the Property or any part thereof and Seller shall
give  prompt  notice  to  Purchaser  of  any such proceedings which occur or are
threatened  prior  to  Closing.


                                        3
<PAGE>
     (e)  To  the  best  of  Seller's  knowledge,  there  are  no  pending or no
contemplated changes in the present status of zoning of the Property, and Seller
shall  give  prompt  notice  to  Purchaser of any such proposed changes of which
Seller  is  aware  prior  to  the  Closing.

     (f)  The  Seller  is  not  involved  in  any  bankruptcy, reorganization or
insolvency  proceeding.

     (g)  All  taxes, assessments, water charges and sewer charges affecting the
Property or any part of either thereof accrued or due and payable at the time of
the  Closing  shall  have  been  paid. All special assessments which are or will
become a lien known to the Seller at the time of Closing on the Property thereon
or  any  part  thereof  shall  also have been paid and discharged whether or not
payable  in  installments.

     (h)  Seller  has  no actual knowledge and has received no written notice of
the  existence  of  any  environmental  contamination  or  any  areas  for  the
generation,  storage,  or  disposal  of any hazardous substances or waste on the
Property, including without limitation, any crude oil or any derivative thereof.

     (i)  Seller has not caused any hazardous waste to be placed, held, located,
released,  or  disposed of on, under or at the Property, or any part thereof, in
violation  of law, and the Property has never been used by Seller as a dump site
or  storage  site  for  any  hazardous  material.

     (j)  Seller has no actual knowledge and has received no written notice that
there have been in the past or are presently any petroleum storage tanks located
on  the  Property.

     (k)  There  are  no  contracts,  leases  or  agreements  providing  for the
management,  repair,  leasing,  development,  or  operation  of  the Property or
otherwise  relating  to the Property that would extend beyond Closing, except as
otherwise  stated  in  this  Agreement.

     (1)  There are no leases or other agreements which restrict or encumber the
Property  that  would  extend  beyond  Closing.

     6.  Objections  to Title. Purchaser shall have until thirty (30) days prior
to  Closing  to  object  to  any defect in Seller's title to said Property which
would  result  in  the  inability  to obtain title insurance with respect to the
Property  under  an  ALTA Owner's Policy, Form B, issued by First American Title
Company  at  regular  rates. Seller shall, at or prior to Closing, pay all taxes
and  assessments which constitute a lien upon the Property (other than those not
then  due  and payable) and pay any indebtedness secured by the Property. Seller
shall  have  the  right,  but  not the obligation, to cure all other valid title
objections  at  or prior to the Closing. In the event that such title exceptions
cannot  be  cured  within  the permitted time period, or if Seller elects not to
cure  them, then, at the option of Purchaser, either (A) the Earnest Money shall
be paid to Purchaser and this Agreement shall immediately terminate, or (B), the
purchase and sale of the Property shall be closed without any reduction in price
or  any  liability  on  the  part  of  Seller,  and


                                        4
<PAGE>
such  title  exceptions  as  could not be or were not cured within the permitted
time  period  shall  be deemed Permitted Title Exceptions. The Seller shall give
notice  to  the Purchaser, not less than ten (10) days prior to the deadline for
Closing,  that  Seller  is unable or unwilling to cure any such title exceptions
and  the  Purchaser  shall  have until the Date of Closing in which to elect the
option  provided  for  in  this  Section  6.

     7. Conditions to Seller's Obligation to Sell the Property. Seller shall not
be  required to sell the Property unless, to Seller's satisfaction, exercised in
its  sole but reasonable discretion, all the terms, covenants, and conditions of
this  Agreement  to  be  complied with and performed by Purchaser prior to or at
Closing hereof shall have been duly complied with and performed.

     8.  Title  and  Conveyance.

     8.1 Real Property. Title to the Real Property shall be good and marketable,
free  and  clear  of  all liens and encumbrances, and other title objections (as
defined  herein),  except  for  those Permitted Title Exceptions as set forth on
Exhibit  "C" attached hereto and incorporated herein by this reference, and such
------------
title  shall be insurable under an ALTA Owner's Policy, Form B, Amended 1992, as
aforesaid by First American Title Insurance Company at regular rates.

     8.2  Survey. Purchaser may, at Purchaser's option and expense, caused to be
conducted and prepared a survey of the Property, which survey shall be completed
with  a  copy  furnished  to Seller, no later than thirty (30) days prior to the
date  set  for  Closing.  If  such a survey is prepared, Seller shall separately
execute,  and  deliver to Purchaser at Closing, a Quit Claim Deed containing the
legal description of the Property derived from such survey.

     8.3  Compliance  with  Laws.  Seller is not subject to any judgment, order,
writ,  injunction,  or  decree  that  adversely  affects, or might in the future
reasonably be expected to adversely affect any of the personal property.

     8.4  Brokers  and  Finders.  Neither  Seller nor Purchaser has incurred any
obligation  or  liability  to  any  party  for  any  brokerage  fees,  agent's
commissions,  or  finder's fees in connection with the transactions contemplated
hereby. Each party agrees to indemnify and hold the other party harmless against
any  claims regarding a brokerage fee or commission arising from a breach of the
foregoing  representation.

     9.  Covenants  of  Purchaser.

     9.1  Execution and Delivery. No consent, approval, authorization, or action
by any third party or by any court, administrative agency, or other governmental
authority is required in connection with the execution and delivery by Purchaser
of  this  Agreement  or  the  consummation  by  Purchaser  of  the  transactions
contemplated  herein,  the absence of which would have a material adverse effect
on  the  consummation  of  the  transactions  contemplated  herein.

     9.2  Correctness  of  Representations.  No  representation  or  warranty of
Purchaser  in  this  Agreement or in any Exhibit attached hereto or furnished to
Seller  hereunder  contains  any  untrue


                                        5
<PAGE>
statement  of  fact  or  omits  to state any fact necessary in order to make the
statements  contained  herein  not  materially  misleading.

     10.  Closing  Costs.  Seller  shall  pay any State and local transfer taxes
assessed  in  connection  with  the  Closing, the recording fees for the limited
warranty  deed,  the  legal fees of its own counsel, and the cost of preparation
and  recording  of  any  "title clearance" documentation. Purchaser will pay all
other  closing  costs, including, but not limited to, recording charges, copying
charges,  the  legal  fees  of its own counsel, premiums for any title insurance
policy  obtained  with  respect to the Property, the cost of any survey prepared
with  respect  to  the  Property  and  the  like.

     11. Prorations, Utilities, Taxes. All taxes and utilities pertaining to the
Property  shall  be prorated as of the Date of Closing, with the Purchaser to be
responsible  for  all  such  charges  accrued  after  the  Date  of  Closing.

     12. Inspection Period and Access to Property. Immediately upon execution of
this  Agreement  and  continuing  until  fifteen  (15)  days  prior  to Closing,
Purchaser  and  Purchaser`s  agents,  shall  have the right, at Purchaser's sole
expense,  during normal and reasonable hours, to inspect the Property, including
the  improvements  and  fixtures,  including,  but  not  limited  to,  surveys,
structural  building  inspections,  equipment  and utility inspections including
HVAC,  telephone,  water  and  gas,  and  agrees to indemnify Seller against any
claims  arising  as  a  result  of  Purchaser or Purchaser's agents or employees
traversing  the  Property  for  the  aforesaid  purposes.  Seller shall maintain
Property  in as good of condition pending Closing as at the time of execution of
this  Agreement,  normal  wear  and  tear  excepted.

     13.  Disclaimer.  In light of the fact that Purchaser has ample opportunity
to  inspect and examine the Property, PURCHASER SHALL ACQUIRE THE PROPERTY IN AN
"AS IS" AND "WHERE IS" CONDITION, WITH ALL FAULTS, WHETHER KNOWN OR UNKNOWN, AND
WITHOUT  ANY  WARRANTIES, OF ANY TYPE OR DESCRIPTION, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     14.  Notices.  All  notices,  requests,  demands,  and other communications
hereunder  shall be in writing and shall be delivered by hand or mailed by first
class  registered  or  certified  mail,  return  receipt  requested, first class
postage  prepaid,  or  by  facsimile,  as  follows:

     As  to  Seller:

     Ms.  Tammy  Burdette
     HeritageBank  of  the  South
     Post  Office  Box  50728
     Albany,  Georgia  31702
     Tel:  (229)  878-3325
     Fax:  (229)  888-8386


                                        6
<PAGE>
     With  copy  to:

     James H. Moore, III, Esq.
     Moore, Clarke, DuVall & Rodgers, P.C.
     Post Office Drawer 71727
     Albany, Georgia  31708
     Tel:  (229) 888-3338
     Fax:  (229) 888-1191
     E-mail:  jmoore@mcdr-law.com
              -------------------

     As  to  Purchaser:

     Joe Bostick, Jr.
     Licensed Real Estate Broker
     Route 2, Box 547
     Camilla, Georgia  31730

     Lee H. Williams
     Licensed Real Estate Agent
     Post Office Box 567
     Pelham, Georgia  31779

     Tom Pinson
     Post Office Box 70
     Baconton,  Georgia  31716

     16.  Successors  and  Assigns.  This Agreement shall apply to, inure to the
benefit  of  and  be binding upon and enforceable against the parties hereto and
their  respective  successors  and  permitted  assigns, to the same extent as if
specified  at  length  throughout  this  Agreement.  This  Agreement  may not be
assigned by Purchaser except to a legal entity created by the Purchaser to carry
out  the banking operations which the Purchaser anticipates undertaking upon the
Property  after  Closing.

     17.  Counterparts.  This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all of such counterparts together
shall  constitute  one  and  the  same  instrument.

     18.  Time  of  the  Essence.  Time  is  of  the  essence of this Agreement.

     19.  Governing  Law.  This  Agreement shall be construed and interpreted in
accordance  with  the  laws  of  the  State  of  Georgia.

     20.  Prior  Discussions and Amendments. This Agreement supersedes all prior
discussions  and  agreements  between  Seller  and Purchaser with respect to the
conveyance  of  the  Property  and  all  other  matters  contained  herein  and
constitutes  the  sole  and  entire  agreement  between  Seller


                                        7
<PAGE>
and  Purchaser  with  respect  thereto.  This  Agreement  may not be modified or
amended  unless such amendment is set forth in writing and signed by both Seller
and  Purchaser.

     21. Judicial Interpretation. Should any provision of this Agreement require
judicial  interpretation, it is agreed that the court interpreting or construing
the  same  shall  not  apply  a  presumption that the terms hereof shall be more
strictly  construed against one party by reason of the rule of construction that
a  document  is  to  be  construed more strictly against the party who itself or
through  its  agent  prepared  the  same, it being agreed that the agents of all
parties  have  participated  in  the  preparation  hereof.

     22. Defaults. In the event Seller defaults in the performance of any of its
obligations  under this Agreement and fails to cure such default within five (5)
days  after  written  notice  of  such  default is provided by the Purchaser (or
before  Closing,  whichever  first occurs), or any representation or warranty is
untrue,  then  the Purchaser shall be entitled to the immediate reimbursement of
its  Earnest  Money  paid  in  full,  and  shall  also retain all other remedies
available  under applicable Georgia law. In the event that the purchase and sale
contemplated hereby is not closed by reason of Purchaser's inability, failure or
refusal  to  perform any of Purchaser's obligations hereunder, the Earnest Money
then  held  by  Seller  shall  be  paid  to  Seller as fixed and full liquidated
damages, and Seller hereby agrees that Purchaser shall have no further liability
hereunder  or  by  reason  of  Purchaser's  breach  hereof. Purchaser and Seller
recognize that it would be difficult to ascertain the actual damages suffered by
Seller  as a result of such failure to close, it being specifically acknowledged
and  agreed by Seller and Purchaser that such liquidated damages are reasonable.

     23.  Condemnation.  In the event that any action or proceeding is filed (or
notice of such action or proceeding given) under which the Property, or any part
thereof  may  be taken under the right of eminent domain, then, at the option of
Purchaser,  either  (A)  Seller  shall  pay the applicable Earnest Money and all
interest  accumulated  thereon to Purchaser and this Agreement shall immediately
terminate  and neither party hereto shall have any further rights or obligations
with  respect thereto, or (B) the purchase and sale contemplated hereby shall be
closed  as  provided  herein  except that Seller shall at the applicable Closing
assign  to  Purchaser all of Seller's interest in any proceeds received or which
may  be  received by reason of such taking and Purchaser shall take title to the
Property  subject  to  such  condemnation  proceedings.

     24.  Casualty.  In  the  event that all or any portion of the Buildings are
damaged  by fire or other casualty, then, at the option of Purchaser, either (A)
the  applicable Earnest Money and all interest accumulated thereon shall be paid
to  Purchaser  and  this Agreement shall immediately terminate and neither party
hereto shall have any further rights or obligations with respect thereto, or (B)
the  purchase  and  sale  contemplated hereby shall be closed as provided herein
except  that  Seller  shall at the applicable Closing assign to Purchaser all of
Seller's  interest  in  any and all insurance proceeds received or receivable by
reason  of  such  casualty.  Seller  shall, pending Closing, maintain hazard and
casualty  insurance  with respect to the Property in an amount at least equal to
the purchase price hereunder, with not greater than a $5,000.00 deductible.


                                        8
<PAGE>
     25.  Arbitration.  Any  disputes  arising  pursuant  to  the  terms of this
Agreement  shall  be  submitted  to  binding arbitration, in accordance with the
Georgia  Arbitration Code, utilizing the rules governing arbitration proceedings
prescribed  by the American Arbitration Association for commercial disputes. The
site of any proceedings conducted with respect to such arbitration shall be at a
mutually  agreeable  location in Albany, Dougherty County, Georgia. The decision
reached  as  a result of such arbitration proceedings shall be final and binding
upon  the  parties hereto and may be entered as a final judgment in any court of
competent  jurisdiction.

     26.  Expiration.  If this Agreement is not executed by Seller and Purchaser
on  or before 5:00 p.m., January 20, 2003, Eastern Standard Time, this Agreement
shall  be  null  and void and shall have no force and effect, and neither Seller
nor  Purchaser  shall have any further obligations hereunder. The effective date
of this Agreement shall be the date upon which the latter of Seller or Purchaser
executes  this  Agreement.

<TABLE>
<CAPTION>
Date executed by Purchaser:                 PURCHASER:
<S>                                         <C>
                                            CBG GROUP/FLINT RIVER NATIONAL
  January 17, 2003                          BANK
------------------------------------------

/s/ Tom Pinson                      (SEAL)  /s/ Joe B. Bostick, Jr.           (SEAL)
-------------------------------             ---------------------------------
TOM PINSON                                  JOE B. BOSTICK, JR.

/s/ Phyllis Parks Hydrick           (SEAL)  /s/ Robert Lee Bostick            (SEAL)
-------------------------------             ---------------------------------
PHYLLIS PARKS HYDRICK                       ROBERT LEE BOSTICK

/s/ Mark Wheeler Briggs             (SEAL)  /s/ Brent Walden Collins          (SEAL)
-------------------------------             ---------------------------------
MARK WHEELER BRIGGS                         BRENT WALDEN COLLINS

/s/ Jerry Kennedy                   (SEAL)  /s/ Donald R. Anderson            (SEAL)
-------------------------------             ---------------------------------
JERRY KENNEDY                               DONALD R. ANDERSON

/s/ Robert Wade Hutson, III         (SEAL)  /s/ Michael Garwood Briggs        (SEAL)
-------------------------------             ---------------------------------
ROBERT WADE HUTSON, III                     MICHAEL GARWOOD BRIGGS

/s/ Taylor D. Bankston              (SEAL)  /s/ Lee H. Williams               (SEAL)
-------------------------------             ---------------------------------
TAYLOR D. BANKSTON                          LEE H. WILLIAMS

                                    (SEAL)                                    (SEAL)
-------------------------------             ---------------------------------
CHARLES M. JONES III                        LARRY WILLSON

Signed, sealed and delivered
in the presence of:
/s/ signed
-------------------------------
Unofficial Witness                                    As To Taylor D. Bankston
                                                      /s/ Linda P. Cox
                                                      ------------------------
/s/ Taylor D. Bankston                                Notary Public
-------------------------------
Notary Public
My Commission Expires: April 24, 2004
                       ----------------
       [NOTARIAL SEAL]


                                        9
<PAGE>
Date executed by Seller:                    SELLER:


-------------------------------
                                            HERITAGEBANK OF THE SOUTH,
                                            a federally-chartered mutual savings association

                                            By:
                                               ----------------------------
                                            Its:
                                               ----------------------------
                                            Title:
                                               ----------------------------
                       [CORPORATE SEAL]

                                            Attest:
                                               ----------------------------
                                            Its:
                                               ----------------------------
                                            Title:
                                               ----------------------------

Signed, sealed and delivered
in the presence of:

------------------------------
Unofficial Witness


------------------------------
Notary Public

My Commission Expires:
                      ----------------------
         [NOTARIAL SEAL]
</TABLE>


                                       10
<PAGE>