STOCK EXCHANGE AND RIGHTS AGREEMENT

                                January 25, 2000

Parties:

Talisman Entertainment, Inc. ("Talisman")   ebank.com, Inc. ("ebank")
a British Virgin Islands corporation        a Georgia corporation
c/o Ervin, Cohen & Jessup LLP               2410 Paces Ferry Road
9401 Wilshire Boulevard, Ninth Floor        Atlanta, GA  30339
Beverly Hills, CA  90212-2974


         ebank and Talisman  have  entered  into this Stock  Exchange and Rights
Agreement  as  of  the  date  set  forth  above.   ebank  and  its  subsidiaries
(collectively,  the "ebank  Companies")  are providers of traditional and online
commercial banking and financial and related services,  in connection with which
they own certain trademarks, trade names, service marks and related intellectual
property  assets.  Talisman and its subsidiaries own or control certain software
and other  technology  used to provide  products  and  services  using  Internet
protocols through ATMs and other networkable  devices. The parties wish to enter
into a  series  of  agreements  pursuant  to which  they  will  exchange  equity
interests  and enter into  certain  licenses and other  agreements,  as provided
herein.  In  furtherance  thereof,  the parties,  intending to be legally bound,
agree as follows: 1 DEFINITIONS.

1.1  Affiliate of an entity means a party which directly or indirectly controls,
     is controlled by, or is under common control with such entity.

1.2  The  Bank means ebank, a federally chartered thrift which is a wholly owned
     subsidiary of ebank.

1.3  Closing means the consummation of the exchange of equity securities and the
     execution and delivery of other  agreements,  documents and  instruments by
     the parties under the terms of this Agreement.

1.4  Liens means all liens and encumbrances of any kind or nature, including but
     not  limited  to liens,  encumbrances,  security  interests,  restrictions,
     claims of third parties, and other defects of title.

1.5  Material  Adverse  Effect  shall  mean  (unless  otherwise  indicated)  any
     circumstance,  change  in, or effect on the  business  and  affairs of such
     person or entity  that,  individually  or in the  aggregate  with any other
     circumstances,  changes in, or effects on the  business and affairs of such
     person or entity: (i) is, or would reasonably be expected to be, materially
     adverse to the  business,  operations,  assets or  liabilities,  prospects,
     results of operations,  or financial condition of such person or entity and
     its  subsidiaries,  or (ii) would  reasonably  be  expected  to  materially
     adversely  affect the ability of such person or entity and its subsidiaries
     to operate or conduct  its or their  business  and affairs in the manner in
     which they are  currently  operated or  conducted or  contemplated  by such
     person or entity and its subsidiaries to be operated or conducted.
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1.6  New  Talisman  shall mean a new entity to be formed by  Talisman  under the
     laws of the  British  Virgin  Islands,  or  another  entity to be formed by
     Talisman,  which  entity  will  own  all of  Talisman's  ATM  and  internet
     technology.

1.7  OTS shall mean the United States Office of Thrift Supervision.

1.8  Placement  shall mean a private  placement  of ebank's  Common Stock for at
     least $25,000,000 in net proceeds.

1.9  SEC Filings  shall mean all forms,  documents,  and exhibits and  schedules
     thereto which ebank has filed with the Securities  and Exchange  Commission
     (the "SEC").

1.10 Transaction  Documents  means  collectively  this  Agreement,  the Talisman
     License Agreement,  the ebank License Agreement, the Outsourcing Agreement,
     the ebank  Investor  Rights  Agreement,  and the Talisman  Investor  Rights
     Agreement.

2        EXCHANGE OF STOCK.

2.1  Issuance of ebank stock to Talisman. Subject to the conditions described in
     this Agreement, ebank agrees to issue to Talisman a number of shares of its
     common stock such that Talisman will receive 9.9% of ebank's common shares,
     taking into account (a) the shares of ebank common stock  outstanding as of
     the date of this  Agreement  (1,469,250  shares),  (b) the  shares of ebank
     common stock issuable upon exercise of the options,  warrants,  convertible
     securities,  or other rights  exchangeable  or exercisable for ebank common
     stock  that  are  outstanding  as of the  date of this  Agreement  (202,125
     shares),  (c) the  shares  of ebank  common  stock  issued  by ebank in the
     Placement,  (d) the shares  issuable  upon  exercise of the  warrants to be
     granted to Sutro in connection  with the Placement,  (e) the 200,000 shares
     issuable pursuant to the options which ebank plans to grant to officers and
     directors  of ebank  shortly  following  the  Placement  (or such number of
     shares as ebank  actually  issues to its  officers  and  directors  shortly
     following  the  Placement),  and (f) the  shares to be  issued to  Talisman
     pursuant to this Section 2.1 (collectively,  "Talisman Investment Shares").
     ebank shall  issue the  Talisman  Investment  Shares  sequentially  so that
     Talisman  shall not at any time own more than 9.9% of  ebank's  issued  and
     outstanding shares of common stock, unless Talisman obtains OTS approval to
     own more than 9.9% of ebank's common stock. Such sequential issuances shall
     proceed as  follows:  (i) at the  Closing,  ebank  shall  issue to Talisman
     161,438 Talisman  Investment Shares;  (ii) ebank shall issue to Talisman an
     additional number of Talisman  Investment Shares immediately  following the
     closing(s) of the Placement,  in amount(s) sufficient to restore Talisman's
     holdings to 9.9% of ebank's  outstanding  common shares in accordance  with
     the first two sentences of this Section 2.1; and (iii) ebank shall issue to
     Talisman  additional shares at the end of each fiscal quarter equal to 9.9%
     of the number of shares of ebank's  common stock issued  during such fiscal
     quarter, whether pursuant to the exercise of options, warrants, convertible
     securities,  or pursuant  to capital  raising  activities,  until ebank has
     issued to  Talisman  all of the ebank  common  shares to which  Talisman is
     entitled under the first sentence of this paragraph,  but in no event shall
     the  number of shares  issued to  Talisman  exceed  the number of shares to
     which Talisman is entitled hereunder. Notwithstanding the foregoing, in the
     event that ebank declares or pays a stock or cash dividend, effects a stock
     split,  enters into a merger or other  business  combination,  or makes any
     other  distribution  or other such event to holders of shares of its common
     stock, immediately prior to the record, effective, or closing date for such
     event, ebank shall issue any shares to which Talisman is entitled but which
     have not yet been

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<PAGE>

     issued,  provided that Talisman's ownership of ebank shall not in any event
     exceed 9.9% of the outstanding voting shares.

2.2  Issuance of Talisman Stock to ebank. Subject to the conditions described in
     this  Agreement,  Talisman (or as provided in Section  3.6,  New  Talisman)
     agrees to issue ebank  shares of its common  stock such that ebank will own
     9.9 percent of Talisman's (or, as the case may be, New  Talisman's)  common
     shares after taking to account (a) the shares of Talisman  (or, as the case
     may be,  New  Talisman)  common  stock  outstanding  as of the date of this
     Agreement (or, in the case of New Talisman, immediately before the Closing)
     (Talisman - 50,000 shares; New Talisman - to be determined at the closing),
     (b) the shares of Talisman (or, as the case may, New Talisman) common stock
     issuable upon exercise of all options, warrants,  convertible securities or
     other rights  exercisable  for Talisman (or, as the case may, New Talisman)
     common stock that are  outstanding as of the date of this Agreement (or, in
     the case of New Talisman, to be outstanding immediately before the Closing)
     (Talisman  - 0 shares;  New  Talisman  - 5,556  shares),  (c) the shares of
     Talisman  (or as the case may be,  New  Talisman)  to be  issued  to Compaq
     pursuant to any investment agreement between Talisman (or New Talisman) and
     Compaq,  relating  to the  contemplated  issuance  of  approximately  5% of
     Talisman's  (or New  Talisman's)  Common  Stock to Compaq,  as described in
     Section  3.6 below,  and (d) the shares to be issued to ebank  pursuant  to
     this Section 2.2 (collectively "ebank investment  shares").  Talisman shall
     issue the ebank Investment Shares at the Closing.

2.3  Talisman  Investor Rights.  At the Closing,  Talisman and ebank shall enter
     into an Investor  Rights  Agreement  substantially  in the form attached as
     Exhibit A (the "ebank Investor Rights Agreement").


2.4  ebank Investor Rights. At the Closing,  Talisman and ebank shall enter into
     an  amendment  to the  Talisman  (or New  Talisman)  Shareholder  Agreement
     substantially  in the form  attached as Exhibit B (the  "Talisman  Investor
     Rights Agreement").

3        OTHER AGREEMENTS.

3.1  Talisman  Technology  License.  At the Closing,  Talisman will enter into a
     technology license agreement with ebank  substantially in the form attached
     as Exhibit C (the "Talisman License Agreement"), pursuant to which Talisman
     will  grant  ebank  the  exclusive  right in the  United  States to use and
     sublicense Talisman's ATM and other internet delivery technology solely for
     use in connection with the delivery of commercial banking activities.

3.2  ebank License  Agreement.  At the Closing,  ebank will enter into a license
     agreement  with  Talisman  substantially  in the form attached as Exhibit D
     (the  "ebank  License  Agreement"),  pursuant  to which  ebank  will  grant
     Talisman the exclusive  right in all countries and  territories  other than
     the United States of America and its territories  and  possessions  (with a
     right  to  sublicense,  including  to the  Bank of  Queensland)  to use its
     trademarks,  trade  names,  service  marks,  and other  business  assets as
     defined in such agreement.

3.3  Outsourcing  Arrangement.  ebank and New Talisman or one of its  Affiliates
     shall enter into an  outsourcing  agreement  within 120 days  following the
     Closing (the "Outsourcing Agreement"),  pursuant to which ebank will engage
     Talisman as ebank's exclusive services outsource provider to design, build,
     implement,  maintain and operate ebank's  computer  systems and information
     applications  and  technology  relating  to  the  implementation,

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<PAGE>

     command,  control,  and support of ebank's  banking and related  operations
     within the Territory (as defined in the Talisman License  Agreement).  Such
     agreement  shall be subject to terms and conditions  mutually  agreeable to
     the parties,  shall provide that all services are to be provided  according
     to ebank's  needs and  specifications,  shall be subject to approval by the
     OTS, and shall provide that any third party vendors  engaged by Talisman or
     one of its Affiliates to provide  systems or services  thereunder  shall be
     subject to ebank's approval, which shall not be unreasonably withheld. With
     respect  to any  country  in  which  ebank  intends  to  establish  banking
     operations  outside  the Unites  States,  ebank shall enter into a services
     outsourcing  agreement  engaging  Talisman  as ebank's  exclusive  services
     outsource  provider  to design,  build,  implement,  maintain  and  operate
     ebank's  computer  systems  and  information  applications  and  technology
     relating to the  implementation,  command,  control and support for ebank's
     banking  and  related  operations  within  the such  country,  on terms and
     conditions  to be  mutually  agreed  upon by the  parties.  Notwithstanding
     anything  contained in this Agreement to the contrary,  if, within 120 days
     following  the Closing  (subject to  extension  by mutual  agreement of the
     parties, in their respective reasonable  discretion,  but in no event later
     than 180 days following the Closing), (a) the Outsourcing Agreement has not
     been  mutually  executed and delivered by ebank and Talisman (or one of its
     Affiliates),  or (b) all  conditions  to each  party's  being bound by such
     agreement have not been satisfied (including, without limitation,  approval
     by the OTS),  or (c) the parties have not  delivered  to one another  legal
     opinions of their respective  counsel  concerning,  among other things, the
     enforceability  of the  Outsourcing  Agreement  and  other  reasonable  and
     customary matters related thereto, then, in any such event, this Agreement,
     the other Transaction Documents,  and all transactions  contemplated hereby
     and thereby may be rescinded  by either ebank or Talisman  (or, as the case
     may be, New Talisman)  upon delivery of written  notice to the other party.
     In the  event of such  rescission,  (i) each of the  Transaction  Documents
     shall be deemed null and void and no further force and effect except to the
     extent  necessary  to the  rescission  or to the  protection  and return of
     Confidential  Information  or Trade  Secrets  delivered by one party to the
     other,  (ii) ebank  shall  return to  Talisman  (or as the case may be, New
     Talisman) the stock certificate(s) representing all ebank Investment Shares
     duly endorsed for surrender and cancellation, and (iii) Talisman (or as the
     case may be, New Talisman) shall deliver to ebank the stock  certificate(s)
     representing all Talisman  Investment  Shares,  duly endorsed for surrender
     and cancellation.

3.4  Cash  Payment.  If  Talisman  enters  into a  sublicense  with  the Bank of
     Queensland for the Australian  and/or New Zealand  markets  pursuant to the
     ebank License Agreement, within 7 business days thereafter,  Talisman shall
     pay to  ebank  the sum of  $250,000  by  wire  transfer  to a bank  account
     designated by ebank.

3.5  ebank  Placement.  ebank is in the process of commencing the Placement.  If
     ebank does not print and  distribute the private  placement  memorandum for
     the  Placement  on or before  February  28,  2000,  Talisman may cancel the
     Talisman License Agreement and require ebank to return the ebank Investment
     Shares.

3.6  New Talisman.  If New Talisman has been formed prior to the Closing and can
     reasonably  demonstrate  to ebank that it has received  ownership of all of
     Talisman's  technology  which  is  the  subject  of  the  Talisman  License
     Agreement and related assets,  and has been assigned all material contracts
     and  relationships   relating  to  Talisman's   technology  (including  the
     commitment  of Compaq  Computer  Corporation  or one of its  Affiliates  to
     contribute cash,

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<PAGE>

     services,  or other  consideration with an equivalent value of at least $20
     million  U.S.  in  exchange  for  approximately  5% of  Talisman's  (or New
     Talisman's) common shares), then Talisman may assign, and ebank consents to
     the assignment  of, this Agreement to New Talisman,  and New Talisman shall
     be responsible  for all of the  obligations of and shall be entitled to all
     of the  rights of  Talisman  hereunder,  including  but not  limited to the
     following:  the Talisman Shares shall be issued to New Talisman;  the ebank
     Shares shall be newly issued shares of New Talisman  rather than  Talisman;
     New Talisman shall enter into all of the other Transaction Documents at the
     Closing; the documents to be delivered by ebank to Talisman hereunder shall
     be delivered to and be reasonably acceptable to New Talisman;  New Talisman
     shall execute a document at Closing making  representations  and warranties
     regarding New Talisman  substantially the same as those made by Talisman in
     Section 6 below.

4        CLOSING.

4.1  OTS  Approval.  As  soon  as  practical  following  the  execution  of this
     Agreement,  ebank shall submit this  Agreement  (with  Exhibits) to the OTS
     along  with a  notice  of its  intention  to  consummate  the  transactions
     described  herein.  ebank shall  respond to all  requests  from the OTS for
     additional  information or clarification in a prompt and timely manner. New
     Talisman shall provide all information as reasonably necessary for ebank to
     respond to all such  requests.  The  parties  shall make such  changes  and
     additions  to  this  Agreement  and  the  Transaction  Documents  as may be
     reasonably  requested or required by the OTS,  and which do not  materially
     adversely  affect  or  prejudice  either  parties'  rights  or  obligations
     hereunder.

4.2  Closing Date.  The Closing  shall occur as soon as  reasonably  practicable
     following  the receipt of a letter  from the OTS  stating  that it will not
     object to the consummation of the  transactions  contemplated  hereby.  The
     Closing shall occur at a time and place to be mutually agreed upon.

4.3  Closing  Deliveries  of ebank.  At the  Closing,  ebank  shall  deliver  to
     Talisman the following in a form reasonably acceptable to Talisman:

(a)      legal opinions of counsel to ebank concerning,  among other things, the
         existence and authority of ebank, the due authorization, execution, and
         delivery of the  Transaction  Documents  by ebank,  the validity of the
         issuance of the Talisman Investment Shares to be issued by ebank to New
         Talisman  hereunder,  the enforceability of the Transaction  Documents,
         and other reasonable and customary matters;

(b)      a secretary's  certificate certifying ebank's articles of incorporation
         and bylaws and the authority of the persons  executing  this  Agreement
         and the other Transaction Documents on behalf of ebank;

(c)      the ebank License  Agreement  duly  executed by ebank;

(d)      the New Talisman License  Agreement  duly  executed  by  ebank;

(e)      the  ebank  Investor  Rights Agreement duly executed by ebank;

(f)      the New Talisman Investor Rights Agreement duly executed by ebank;


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<PAGE>

(g)      an officer's  certificate  executed by ebank's Chairman certifying that
         all of the  representations  and  warranties of ebank  contained in the
         Transaction  Documents are true and correct in all material respects as
         of the Closing; and

(h)      certificates,  duly endorsed,  representing  the shares to be issued at
         the Closing to New Talisman pursuant to Section 2.1 hereof.

4.4  Closing  Deliveries of New  Talisman.  At the Closing,  New Talisman  shall
     deliver to ebank the following in a form reasonably acceptable to ebank:

(a)      legal  opinions  of counsel to New  Talisman  concerning,  among  other
         things,   the  existence  and  authority  of  New  Talisman,   the  due
         authorization,  execution, and delivery of the Transaction Documents by
         New  Talisman,  the issuance of the shares to be issued by New Talisman
         to ebank hereunder,  the  enforceability of the Transaction  Documents,
         and other reasonable and customary matters;

(b)      a  secretary's  certificate,  on behalf of Talisman  and New  Talisman,
         certifying  Talisman's and New Talisman's  respective  certificates  of
         incorporation  and bylaws,  and the authority of the persons  executing
         this  Agreement on behalf of Talisman and the  authority of the persons
         executing the other Transaction Documents on behalf of New Talisman;

(c)      the ebank License Agreement duly executed by New Talisman;

(d)      the New Talisman License Agreement duly executed by New Talisman;

(e)      the ebank Investor  Rights  Agreement duly executed by New Talisman;

(f)      the  New  Talisman  Investor  Rights  Agreement  duly  executed  by New
         Talisman;

(g)      an officer's  certificate  executed by Talisman's  President certifying
         that all of the  representations  and warranties of Talisman  contained
         herein are true and correct in all material respects as of the Closing;

(h)      an  officer's   certificate   executed  by  New  Talisman's   President
         certifying  that  all  of the  representations  and  warranties  of New
         Talisman contained in the Transaction Documents are true and correct in
         all material respects as of the Closing; and

(i)      certificates,  duly endorsed,  representing the ebank Investment Shares
         to be issued to ebank pursuant to Section 2.2 hereof.

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<PAGE>


5  REPRESENTATIONS  AND  WARRANTIES OF EBANK.  ebank  represents and warrants to
Talisman and New  Talisman  the  following  with  respect to ebank,  and,  where
appropriate,  all subsidiaries and predecessor  entities  (without  limiting the
generality of the  foregoing,  the  representations  and warranties set forth in
Section 5.7 through 5.22 shall apply to each subsidiary of ebank):

5.1  Organization and Standing.  ebank is a corporation duly organized,  validly
     existing,  and in good standing under the laws of the State of Georgia, and
     has all requisite corporate power and authority to carry on its business as
     currently conducted and as proposed to be conducted.


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<PAGE>


5.2  Corporate  Power.  ebank has all  requisite  legal and  corporate  power to
     execute and deliver this Agreement and the Transaction Documents,  to issue
     shares of its common  stock  hereunder,  and to carry out and  perform  its
     obligations under the terms of the Transaction Documents.

5.3  Authority.  The execution,  delivery,  and  performance of the  Transaction
     Documents,  and the consummation of the transactions hereby, have been duly
     and validly  authorized  by all necessary  corporate  action on the part of
     ebank.  The  Transaction  Documents,  when executed and delivered by ebank,
     shall constitute the valid and binding  obligations of ebank enforceable in
     accordance  with  their  terms  (except  as may be  limited  by  applicable
     bankruptcy,  insolvency,  reorganization,   receivership,  conservatorship,
     moratorium,  or similar laws affecting the enforcement of creditors' rights
     generally, except that the availability of the equitable remedy of specific
     performance or injunctive  relief is subject to the discretion of the court
     before which any proceedings may be brought,  and except as may be objected
     to by the OTS).  When  issued in  compliance  with the  provisions  of this
     Agreement,  the Talisman  Investment  Shares will be validly issued,  fully
     paid and  nonassessable,  not subject to any preemptive rights, and free of
     any Liens.

5.4  Compliance with Other  Instruments,  etc.  Provided that this Agreement and
     the consummation of all transactions  contemplated  herein are not objected
     to by the OTS, ebank's execution and delivery of the Transaction Documents,
     consummation  of the  transactions  contemplated  hereby and  thereby,  and
     compliance with the provisions hereof and thereof have not and will not (i)
     violate  or  conflict  with  any  of the  provisions  of  the  articles  of
     incorporation, bylaws, or other governing documents of ebank; (ii) violate,
     conflict with, or result in a breach or default under or cause  termination
     of any term or condition of any  mortgage,  indenture,  contract,  license,
     permit,  instrument,  trust  document,  or other  agreement,  document,  or
     instrument  to  which  ebank  is a party  or by  which  ebank or any of its
     properties  may be bound;  (iii)  violate  any  material  provision  of any
     applicable  law,  rule,  or  regulation;  or (iv) result in the creation or
     imposition of any material encumbrance upon any asset of ebank.

5.5  Capitalization.  As of the date of this Agreement,  the authorized  capital
     stock of ebank  consists of 10,000,000  shares of common  stock,  par value
     $.01 per share, of which 1,469,250 shares are issued and  outstanding,  and
     10,000,000  shares of preferred  stock, par value $0.01 per share, of which
     no shares have been issued or are  outstanding.  All issued and outstanding
     shares of the capital stock of ebank have been duly  authorized and validly
     issued,  are fully paid and  nonassessable,  and were issued in  compliance
     with all applicable  federal and state securities laws. There are currently
     202,125  shares of common  stock  issuable  upon the  exercise  of  options
     outstanding as of the date of this Agreement, warrants to purchase a number
     of shares equal to 3% of the shares issued in the Placement will be granted
     to Sutro at an exercise  price of 125% of market  value upon the Closing of
     the  Placement,  and ebank  intends to grant  options to  purchase  200,000
     shares to ebank directors following the Placement.  There are no other (and
     no  agreements  or  commitments  with  respect to any)  warrants,  options,
     conversion  rights,  preemptive rights,  rights of first refusal,  or other
     rights to purchase or acquire  any shares of common  stock or other  equity
     securities of ebank.

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<PAGE>

5.6  Subsidiaries.  Except as set forth on  Schedule  5.6  hereto,  ebank has no
     subsidiaries  or  Affiliates  and  does  not own or  control,  directly  or
     indirectly, any equity interest in any other corporation,  association,  or
     business  entity.  Schedule 5.6 hereto  lists each of ebank's  subsidiaries
     identifying (i) its jurisdiction of incorporation or law under which it was
     organized,  (ii) each  jurisdiction in which the character of its assets or
     the nature or conduct of its business  requires it to be  qualified  and/or
     licensed to  transact  business,  (iii) and the number of shares  owned and
     percentage ownership interest represented by such share ownership.

5.7  Assets.  Except as set forth on Schedule 5.7 hereto, ebank has good, valid,
     and marketable title to all of its assets (real and personal,  tangible and
     intangible),  free and clear of all Liens.  All of ebank's  tangible assets
     are usable in the ordinary course of business  consistent with ebank's past
     practices.

5.8      Intellectual Property.


         (a) Schedule  5.8 hereto (i) lists and  describes  all patents,  patent
         applications,  trade  names,  trademarks,  service  marks,  copyrights,
         trademark,  service mark and copyright  registrations and applications,
         and  all  patent,  trademark,  and  service  mark  licenses,   computer
         software, databases, and all other intellectual property that are owned
         by or registered in the name of any of the ebank  Companies or to which
         any of the ebank  Companies  has any rights as  licensee  or  otherwise
         (excluding  operating systems,  network software,  office  productivity
         software,  shrink-wrap,  over the counter  software,  or other software
         which is not material to the conduct of the ebank  Companies'  business
         or operations), which list specifies which items are owned and to which
         items any of the ebank Companies has rights as a licensee or otherwise;
         and  (ii)  lists  and   describes   all   contracts,   agreements,   or
         understandings  pursuant  to which ebank has  authorized  any person to
         use,  or which  any  person  otherwise  has the  right  to use,  in any
         business or commercial activity,  any of the items listed in clause (i)
         above.

         (b) The  items  listed or  described  in  Schedule  5.8  constitute  or
         represent all of the intellectual  property necessary to the conduct of
         ebank's business as currently conducted,  and ebank's ownership and use
         rights with respect thereto are free and clear of all Liens,  and ebank
         has not granted any other party any rights with respect thereto.

         (c) All of ebank's federal trademark or service mark registrations, and
         all of ebank's  applications  to  register  any  trademarks  or service
         marks, or any trademark register maintained by the United States Patent
         and Trademark Office, any similar authority of any other country, or in
         any state, province,  territory, or other government  subdivision,  are
         based on truthful affidavits or declarations of use.

         (d) Except as disclosed in Schedule 5.8, ebank has not to its knowledge
         infringed  upon  any  patent,  service  mark,  trade  name,  trademark,
         copyright, trade secret, or other intellectual property right belonging
         to any other person. To ebank's knowledge, no person is infringing upon
         any of ebank's patents, patent applications,  trade names,  trademarks,
         service  marks,  trademark  and service mark  registrations,  licenses,
         copyrights, computer software, or other intellectual property rights.

                                       8
<PAGE>


         (e) Except as set forth on Schedule  5.8,  ebank owns all right,  title
         and interest in and to the  intellectual  property  assets set forth on
         Schedule 5.8 and there are no claims pending or, to ebank's  knowledge,
         threatened  against  any of the  ebank  Companies  by any  person  with
         respect  to  that  company's  use of any of the  intellectual  property
         assets or any facts  known to any of the ebank  Companies  which  could
         reasonably be expected to serve as the basis for any such claims.

5.9  Financial  Statements.  ebank's  balance sheet and statements of income and
     changes in financial  position (the  "Financial  Statements") at or for the
     period  ended  December  31,  1998,  and at any for the nine month  interim
     period ended September 30, 1999, as set forth in the SEC Filings,  are true
     and correct and present a fair and accurate  presentation  of the financial
     condition  and  assets  and   liabilities   (whether   accrued,   absolute,
     contingent,  or otherwise) of ebank as of the dates thereof,  in accordance
     with  generally  accepted  accounting  principles  applied on a  consistent
     basis.

5.10 Undisclosed  Liabilities.  Except to the extent  reflected  in or  reserved
     against in the  Financial  Statements,  or as disclosed in the SEC Filings,
     ebank has no material  liabilities or  obligations  of any nature,  whether
     absolute,  accrued,  contingent, or otherwise, and whether due or to become
     due. As of the date of the Financial Statements, there was no basis for any
     assertion  against ebank of any  liability or obligation  that is not fully
     reflected or reserved against in the Financial Statements.

5.11 Absence of  Certain  Changes  or  Events.  Since the date of the  Financial
     Statements,  ebank  has not  incurred  any  material  liability  (fixed  or
     contingent),  subjected  any of  its  assets  or  properties  to any  Lien,
     transferred  any of its assets or properties or  transferred or granted any
     rights under or with respect to any license,  agreement,  trademark,  trade
     name,  copyright,  know-how,  technical  assistance  or other  intellectual
     property assets,  made or entered into any material contract or commitment,
     or declared  any  dividend or made any payment or  distribution  to ebank's
     shareholders except in the ordinary course of business.

5.12 Tax  Matters.  ebank  correctly  and timely   filed all tax returns for all
     periods,  and  ebank is  not the subject  of any inquiry, investigation, or
     audit that could have a Material Adverse Effect on ebank.

5.13 Books and Records.  ebank's stock books,  minute  books,  books of account,
     ledgers of  account,  computer  data,  and other  financial  and  corporate
     records  are  in  all  material  respects  complete  and  correct  and  are
     maintained in accordance with good business  practices.  ebank has not made
     any questionable,  improper, or illegal corporate payments,  guarantees, or
     commitments.  ebank's minute books contain accurate records of all meetings
     and  accurately  reflect  all  corporate  actions of the  shareholders  and
     directors of ebank.

5.14 Contracts  Schedule  5.14  hereto  lists all  material  contracts,  leases,
     letters of intent and commitments to which ebank is a party or to which its
     assets  are bound  including,  without  limitation,  any that  involve  the
     payment or receipt of more than  $50,000 in cash,  goods or  services,  but
     excluding loan  agreements and other  agreements  entered into with banking
     customers  in the  ordinary  course of its banking  business,  and true and
     complete  copies of such  contracts  have been included in the SEC Filings.
     ebank is not a party to any material oral contracts,  letters of intent, or
     other binding commitments.

                                       9
<PAGE>


5.15 Permits. ebank holds free and clear all permits, licenses,  franchises, and
     authorizations from its regulatory  authorities as are necessary to conduct
     ebank's business (the "Company Permits"). No event has occurred that allows
     (nor  after  notice or lapse of time or both  would  allow)  revocation  or
     termination of any Company  Permit or would result in any other  impairment
     of the rights of the holder of any Company Permit.

5.16 Litigation.  Except  as  described  in  the  SEC  Filings,  ebank  has  not
     instituted,  and is  not a  party  to,  any  action,  suit,  proceeding  or
     investigation  against any party. Except as described in the SEC Filings or
     in  Schedule  5.16,  there  are  no  actions,  suits,  investigations,   or
     proceedings  pending or threatened  against ebank or its properties  before
     any court or  governmental  agency  which may result in a Material  Adverse
     Effect on ebank,  or in any material  impairment of the right or ability of
     ebank to carry on its business, or in any material liability on the part of
     ebank,  and none of which  questions the validity of this  Agreement or any
     action  taken or to be taken  in  connection  herewith  and  therewith;  to
     ebank's knowledge, there are no existing facts or circumstances which could
     reasonably  form the basis on which any such action,  suit,  proceeding  or
     investigation might be commenced with any reasonable likelihood of success.

5.17 Labor Matters. ebank is in material compliance with all laws,  regulations,
     orders and rules respecting employment and employment practices,  terms and
     conditions of employment, wages, and hours.

5.18 Employees.  No employee or  consultant of ebank is in violation of any term
     of any employment contract,  intellectual property disclosure agreement, or
     any other contract or agreement  relating to the  relationship  of any such
     person with ebank or any other party  because of the nature of the business
     conducted or proposed to be  conducted by ebank.  ebank is not aware of any
     key employee of ebank who has any plans to terminate his or her  employment
     with ebank.

5.19 Employee  Benefit  Plans and  Arrangements.  All of the  ebanks  Companies'
     employee  benefit plans have been maintained,  funded,  and administered in
     material compliance,  in all respects,  with all applicable rules, laws and
     regulations,  including but not limited to the Employee  Retirement  Income
     Security  Act of 1974  and the  Internal  Revenue  Code of 1986  (the  "Tax
     Code"). There are no penalties,  interest, or taxes related to the employee
     benefit  plans due to any  federal or state  authority.  Any such  employee
     benefit  plan  which is  intended  to be a  qualified  plan  under Tax Code
     Section  401(a) has  received a  favorable  determination  letter  from the
     Internal Revenue Service and, to the knowledge of the ebank  Companies,  no
     fact exists which could adversely  affect the qualified  status of any such
     plans.

5.20 Environmental  Matters. ebank and its properties are in compliance with all
     environmental  laws,  rules, and regulations and there are no circumstances
     affecting  ebank's  premises,  business,  or operations  conducted by or on
     behalf  of  ebank  which  may  (i)  justify  or  lead  any   government  or
     semi-governmental  authority  to  issue  any  notice,  direction,  or order
     requiring clean-up, decontamination,  remedial action, or making good under
     any  environmental  law,  or (ii) give  rise to a claim by any third  party
     arising  from  property  damage or personal  injury or death  caused by any
     hazardous  material of whatever nature

                                       10
<PAGE>

     caused or contributed to in whole or in part by ebank or ebank's  premises,
     operations, or business.

5.21 Governmental  Consent, Etc. Other than in connection or compliance with the
     provisions of  applicable  federal  banking  laws,  and other than consents
     required  from  the OTS,  no  consent,  approval,  or  authorization  of or
     designation,  declaration, or filing with any governmental authority on the
     part of ebank is  required  in  connection  with the  valid  execution  and
     delivery of this Agreement, or the offer, sale, or issuance of the Talisman
     Investment Shares  hereunder,  or the consummation of any other transaction
     contemplated hereby or by the Transaction Documents.

5.22 Reports. Since the date of organization, ebank has timely filed all reports
     and  statements,  together  with any  amendments  required  to be made with
     respect  thereto,  that it was  required to file with the OTS,  the Federal
     Deposit  Insurance  Corporation,  or the SEC. As of their respective dates,
     each report and document, including the financial statements, exhibits, and
     schedules  thereto,  complied in all material  respects with all applicable
     laws,  rules, and  regulations.  As of its respective date, each report and
     document did not contain any untrue statement of a material fact or omit to
     state a material  fact  required to be stated  therein or necessary to make
     the statements made therein, in light of the circumstances under which they
     were made, not misleading, except to the extent corrected by a subsequently
     filed document.

5.23 Offering.  Subject to the accuracy of New Talisman's  representations to be
     delivered at the Closing pursuant to this Agreement,  the offer,  sale, and
     issuance of the Talisman  Investment  Shares will  constitute  transactions
     exempt from the  registration  requirements  of Section 5 of the Securities
     Act of 1933.

5.24 Restrictions on Resale.  ebank is acquiring the ebank Investment Shares for
     its own account and not for distribution or resale to others, and it agrees
     that it will not sell or  otherwise  transfer the ebank  Investment  Shares
     unless the transfer of the shares has been registered  under the Securities
     Act of 1933 and applicable  state securities laws (which may be pursuant to
     the  registration  rights being  granted by Talisman to ebank),  or, in the
     opinion of counsel to New  Talisman,  an exemption  therefrom is available.
     ebank acknowledges that the certificates  representing the ebank Investment
     Shares  will  contain a legend  stating  that their  issuance  has not been
     registered  under the Securities Act of 1933 or any state  securities  laws
     and referring to the above restrictions on transferability and sale.

5.25 Material Facts. This Agreement,  its schedules,  the SEC Filings,  and each
     other agreement, document,  certificate, or written statement furnished, or
     to be furnished,  to Talisman  through the Closing by or on behalf of ebank
     in connection with the transactions contemplated hereby (including, without
     limitation,  the other  Transaction  Documents),  taken as a whole,  do not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements  contained therein or herein in light
     of the circumstances in which they were made not misleading,  except to the
     extent previously  corrected by a subsequently  furnished document.  To the
     best  knowledge  of ebank,  there is no fact  which has not been  disclosed
     herein by ebank to Talisman and which may materially  adversely  affect the
     business,  properties,  assets,  or condition,  financial or


                                       11
<PAGE>

     otherwise,  of ebank,  except for facts  relating to general  economic  and
     regulatory conditions which may affect all companies which are in a similar
     industry in the same manner.

5.26 Insurance.  All  insurance  policies  of the  ebank  Companies  are  valid,
     outstanding  and in full force and effect and all  premiums  have been paid
     currently.  All  such  policies  are  sufficient  for  compliance  with all
     agreements  to  which  any  of the  ebank  Companies  is a  party  and  are
     sufficient to insure each of such companies  against the customary risks of
     their business operations in amounts customary to such business activities.
     Further,  The Bank's  customer  accounts are insured by the Federal Deposit
     Insurance  Corporation  ("FDIC")  to the extent such  insurance  is legally
     available and The Bank is in compliance  with all  requirements of the FDIC
     regarding such insurance.

6 REPRESENTATIONS AND WARRANTIES OF TALISMAN.  Talisman and/or New Talisman,  as
indicated in each of the following subsections, represents and warrants to ebank
the following with respect to Talisman and, where  appropriate,  all predecessor
entities,  provided  that,  except  for  those  representations  and  warranties
contained in Sections 6.1 through 6.7, no representation or warranty of Talisman
shall survive the assignment of Talisman's rights hereunder  pursuant to Section
3.5 hereof:

6.1  Organization  and  Standing.  Talisman  is a  corporation  duly  organized,
     validly existing, and in good standing under the laws of the British Virgin
     Islands,  and has all requisite  corporate  power and authority to carry on
     its business as currently conducted and as proposed to be conducted.

6.2  Corporate  Power.  Talisman has all requisite  legal and corporate power to
     execute and deliver the  Transaction  Documents,  to issue the shares to be
     issued  hereunder,  and to carry out and perform its obligations  under the
     terms of the Transaction Documents.

6.3  Authority.  The execution,  delivery,  and  performance of the  Transaction
     Documents,  and the consummation of the transactions hereby, have been duly
     and validly  authorized  by all necessary  corporate  action on the part of
     Talisman.  The  Transaction  Documents,  when  executed  and  delivered  by
     Talisman,  shall  constitute the valid and binding  obligations of Talisman
     enforceable  in  accordance  with their terms  (except as may be limited by
     applicable   bankruptcy,    insolvency,    reorganization,    receivership,
     conservatorship,  moratorium,  or similar laws affecting the enforcement of
     creditors'  rights  generally  and  except  that  the  availability  of the
     equitable remedy of specific performance or injunctive relief is subject to
     the discretion of the court before which any  proceedings  may be brought).
     When issued in compliance with the provisions of this Agreement,  the ebank
     Investment Shares will be validly issued, fully paid and nonassessable, not
     subject to any preemptive rights and free of any Liens.

6.4  Compliance with Other Instruments,  etc. Talisman's  execution and delivery
     of the Transaction Documents, consummation of the transactions contemplated
     hereby and thereby,  and compliance with the provisions  hereof and thereof
     have not and will not (i) violate or conflict with any of the provisions of
     the articles of  incorporation,  bylaws,  or other  governing  documents of
     Talisman;  (ii)  violate,  conflict  with, or result in a breach or default
     under  or  cause  termination  of any term or  condition  of any  mortgage,
     indenture,  contract, license, permit, instrument, trust document, or other
     agreement, document, or instrument to which Talisman is a party or by which
     Talisman or any of its properties may


                                       12
<PAGE>

     be bound; (iii) violate any material provision of any applicable law, rule,
     or regulation; or (iv) result in the creation or imposition of any material
     encumbrance upon any asset of Talisman.

6.5  Capitalization.  As of the date of this Agreement,  the authorized  capital
     stock of Talisman  consists  of 50,000  shares of common  stock,  par value
     $1.00 per  share,  of which  50,000  shares  are  issued  and  outstanding.
     Schedule 6.5 hereto sets forth a list of all Talisman  shareholders and the
     number of shares  held by each.  All issued and  outstanding  shares of the
     capital stock of Talisman have been duly authorized and validly issued, are
     fully  paid and  nonassessable,  and were  issued  in  compliance  with all
     applicable federal and state securities laws. There are no outstanding (and
     no  agreements  or  commitments  with  respect to any)  warrants,  options,
     conversion  rights,  preemptive rights,  rights of first refusal,  or other
     rights to purchase or acquire  any shares of common  stock or other  equity
     securities of Talisman.

6.6  Subsidiaries.  Except as set forth on Schedule 6.6 hereto,  Talisman has no
     subsidiaries  or  Affiliates  and  does  not own or  control,  directly  or
     indirectly, any equity interest in any other corporation,  association,  or
     business  entity.  Schedule  6.6  lists  each  of  Talisman's  subsidiaries
     identifying (i) its jurisdiction of incorporation or law under which it was
     organized,  (ii) each  jurisdiction in which the character of its assets or
     the nature or conduct of its business  requires it to be  qualified  and/or
     licensed to  transact  business,  (iii) and the number of shares  owned and
     percentage ownership interest represented by such share ownership.

6.7  Assets.  Except as set forth on  Schedule  6.7 hereto,  Talisman  has good,
     valid,  and  marketable  title to all of its  assets  (real  and  personal,
     tangible and intangible),  free and clear of all Liens. All tangible assets
     of Talisman are usable in the ordinary  course of business  consistent with
     Talisman's past practices.

6.8      Intellectual Property.

(a)      Schedule  6.8  hereto  (i)  lists and  describes  all  patents,  patent
         applications,  trade names,  trademarks,  service marks,  trademark and
         service mark registrations and applications, and all patent, trademark,
         and service mark licenses,  copyrights,  computer  software  (excluding
         operating  systems,  network software,  office  productivity  software,
         shrink-wrap,  over the counter software, or other software which is not
         material to the  conduct of New  Talisman's  business  or  operations),
         databases,   and  all  other   intellectual   property  that  will  be,
         immediately  following the Closing,  owned by or registered in the name
         of New Talisman or to which New  Talisman  will then have any rights as
         licensee or otherwise,  which list specifies  which items are owned and
         to  which  items  New  Talisman  will  have  rights  as a  licensee  or
         otherwise; and (ii) lists and describes all contracts,  agreements,  or
         understandings  pursuant to which New Talisman will have authorized any
         person to use, or which any person  otherwise  has the right to use, in
         any business or commercial activity,  any of the items listed in clause
         (i) above.

(b)      The items listed or described in Schedule 6.8  constitute  or represent
         all of the  intellectual  property  necessary  to  the  conduct  of New
         Talisman's  business,  and New Talisman's ownership and use rights with
         respect thereto will be,  immediately  following the Closing,  free and
         clear of encumbrances.

                                       13
<PAGE>

(c)      Talisman has not infringed upon any patent,  service mark,  trade name,
         trademark,  copyright,  trade secret,  or other  intellectual  property
         right belonging to any other person. To Talisman's knowledge, no person
         is infringing  upon any of  Talisman's  patents,  patent  applications,
         trade names,  trademarks,  service  marks,  trademark  and service mark
         registrations,   licenses,  copyrights,  computer  software,  or  other
         intellectual property rights.

(d)      Except as set forth on Schedule 6.8, Talisman owns all right, title and
         interest  in and to the  intellectual  property  assets  set  forth  on
         Schedule  5.8  and  there  are no  claims  pending  or,  to  Talisman's
         knowledge,  threatened  against any of the  Talisman  Companies  by any
         person with respect to that  company's  use of any of the  intellectual
         property  assets or any facts  known to any of the  Talisman  Companies
         which could  reasonably  be expected to serve as the basis for any such
         claims.

6.9  Financial  Statements.  New Talisman will deliver, at the Closing, to ebank
     New  Talisman's  balance sheet (the "Balance  Sheet") as of the date of the
     Closing.  The Balance Sheet will be true and correct and present a fair and
     accurate presentation of the financial condition and assets and liabilities
     (whether accrued, absolute, contingent, or otherwise) of Talisman as of the
     date thereof, in accordance with generally accepted  accounting  principles
     applied on a consistent basis.

6.10 Undisclosed Liabilities.  As of the Closing, except to the extent reflected
     in or reserved  against in the Balance  Sheet,  New  Talisman  will have no
     material  liabilities  or  obligations  of any  nature,  whether  absolute,
     accrued,  contingent, or otherwise, and whether due or to become due. There
     will be no basis for any  assertion  against New  Talisman of any  material
     liability or  obligation  as of the Closing that is not fully  reflected or
     reserved against in the Balance Sheet.

6.11 Books and Records. The stock books, minute books, books of account, ledgers
     of account,  computer data and and other financial and corporate records of
     Talisman in all material  respects  complete and correct and are maintained
     in  accordance  with good  business  practices.  Talisman  has not made any
     questionable,  improper,  or illegal  corporate  payments,  guarantees,  or
     commitments.  The minute books of Talisman  contain accurate records of all
     meetings and accurately  reflect all corporate  actions of the shareholders
     and directors of Talisman.  This representation  shall be made solely as to
     New Talisman following its formation pursuant to Section 3.6.

6.12 Contracts.  Schedule  6.12 hereto lists (or prior to the Closing will list)
     all material contracts,  leases, letters of intent and commitments to which
     Talisman  is a party or to which its assets  are  bound,  and which will be
     assigned to New  Talisman,  including but not limited to those that involve
     the payment or receipt of more than $50,000,  and true and complete  copies
     of such  contracts  have been  furnished  to ebank.  New Talisman as of the
     Closing  will not be a party to any  material  oral  contracts,  letters of
     intent, or other binding commitments.

6.13 Litigation. Talisman has not instituted, and is not a party to, any action,
     suit proceeding or investigation  against any party.  There are no actions,
     suits,  investigations,   or  proceedings  pending  or  threatened  against
     Talisman or its properties  before any court or  governmental  agency which
     may  result in a  material  adverse  change in the  business  or

                                       14
<PAGE>

     financial  condition of Talisman or any of its properties or assets,  or in
     any material impairment of the right or ability of Talisman to carry on its
     business, or in any material liability on the part of Talisman, and none of
     which questions the validity of this Agreement or any action taken or to be
     taken in connection  herewith and therewith;  to New Talisman's  knowledge,
     there are no existing facts or  circumstances  which could  reasonably form
     the basis on which any such action, suit, proceeding or investigation might
     be commenced with any reasonable likelihood of success.

6.14 Labor Matters. Talisman is in material compliance with all rules respecting
     employment  and employment  practices,  terms and conditions of employment,
     wages, and hours.

6.15 Employees.  No employee or  consultant  of Talisman is in  violation of any
     term  of  any  employment   contract,   intellectual   property  disclosure
     agreement,  or any other contract or agreement relating to the relationship
     of any such person with  Talisman or any other party  because of the nature
     of the business conducted or proposed to be conducted by Talisman. Talisman
     is not aware of any key employee of Talisman who has any plans to terminate
     his or her employment with Talisman.

6.16 Environmental  Matters.   Talisman  and  its  properties  are  in  material
     compliance with all  environmental  laws,  rules, and regulations and there
     are no circumstances whatsoever affecting Talisman's premises, business, or
     operations  conducted by or on behalf of Talisman  which may (i) justify or
     lead any  government  or  semi-governmental  agency  to issue  any  notice,
     direction, or order requiring clean-up,  decontamination,  remedial action,
     or making good under any environmental law, or (ii) give rise to a claim by
     any third party  arising from property  damage or personal  injury or death
     caused by any hazardous  material of whatever  nature caused or contributed
     to in  whole  or in  part  by  Talisman  or its  premises,  operations,  or
     business.

6.17 Governmental  Consent, Etc. Other than in connection or compliance with the
     provisions of applicable  federal  banking laws, no consent,  approval,  or
     authorization   of  or  designation,   declaration,   or  filing  with  any
     governmental  authority,  or any  other  person or  entity,  on the part of
     Talisman is required in connection with the valid execution and delivery of
     the Transaction Documents, or the offer, sale, or issuance of the shares to
     be  issued  hereunder,   or  the  consummation  of  any  other  transaction
     contemplated hereby.

6.18 Offering.  Subject  to the  accuracy  of  ebank's  representations  in this
     Agreement,  the offer,  sale, and issuance of the ebank  Investment  Shares
     constitute  transactions  exempt  from  the  registration  requirements  of
     Section 5 of the Securities Act of 1933.

6.19 Restrictions  on Resale.  Talisman is  acquiring  the  Talisman  Investment
     Shares for its own  account and not for  distribution  or resale to others,
     and it agrees  that it will not sell or  otherwise  transfer  the  Talisman
     Investment  Shares  unless the  transfer of the shares has been  registered
     under the  Securities  Act of 1933 and  applicable  state  securities  laws
     (which may be pursuant to the registration rights being granted by ebank to
     Talisman),  or, in the opinion of counsel to ebank, an exemption  therefrom
     is available. The certificates  representing the Talisman Investment Shares
     will contain a legend stating that their  issuance has not been  registered
     under the Securities Act of 1933 or any state securities laws and referring
     to the above restrictions on transferability and sale.

                                       15
<PAGE>

6.20 Material  Information.  Talisman  acknowledges that in connection with this
     Agreement it has obtained material,  nonpublic  information about ebank and
     that any person who has received  material,  nonpublic  information about a
     company is prohibited from purchasing or selling securities of that company
     in the open market and from  communicating  such  information  to any other
     person under circumstances in which it is reasonably  foreseeable that such
     person is likely to purchase  or sell the  securities.  Talisman  agrees to
     comply with this  restriction  and to cause its employees,  directors,  and
     affiliates to comply with this restriction.

6.21 Material Facts.  This Agreement,  its Schedules,  and each other agreement,
     document,  certificate, or written statement furnished, or to be furnished,
     to ebank through the Closing by or on behalf of Talisman in connection with
     the transactions contemplated hereby,  (including,  without limitation, the
     other Transaction Documents,  taken as a whole, does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make  the  statements   contained   therein  or  herein  in  light  of  the
     circumstances in which they were made not misleading,  except to the extent
     previously  corrected by a  subsequently  furnished  document.  To the best
     knowledge of Talisman, there is no fact which has not been disclosed herein
     to  ebank  and  which  may  materially   adversely   affect  the  business,
     properties,  assets,  or condition,  financial or  otherwise,  of Talisman,
     except for facts  relating to general  economic and  regulatory  conditions
     which may affect all companies which are in a similar  industry in the same
     manner.

7        OTHER COVENANTS.

7.1  Performance  of  Obligations.  Each of ebank and  Talisman  shall fully and
     faithfully carry out all of their obligations under this Agreement.

7.2  Material Adverse Effects. Each party shall promptly notify the other of any
     Material Adverse Effects.

7.3  Access. Prior to the Closing,  each of ebank and Talisman shall (i) provide
     the other party and its  designees  (officers,  counsel,  accountants,  and
     other authorized representatives) with such information as it may from time
     to time reasonably request with respect to the transactions contemplated by
     this  Agreement;  (ii) provide the other party and its  designees  complete
     access to personnel,  counsel,  and  accountants as it or its designees may
     from time to time reasonably request;  and (iii) permit the other party and
     its designees to make such  inspections  of the premises of the other party
     as it may reasonably  request.  No such investigation shall limit or modify
     in  any  way  either  party's   obligation  with  respect  to  any  breach,
     inaccuracy,  or untruth of its representations,  warranties,  covenants, or
     agreements contained herein.

7.4  Expenses.  Whether or not the  expenses  are  incurred  before or after the
     Closing,  each of the expenses incurred by ebank and Talisman in connection
     with the  authorization,  preparation,  execution,  and performance of this
     Agreement and the Transaction  Documents,  including without limitation all
     fees,  commissions,  and  expenses  of  agents,  representatives,  counsel,
     accountants,  brokers and finders, shall be paid by the party that incurred
     such expenses.

                                       16
<PAGE>


7.5  No Public  Announcements.  Prior to  Closing,  without  the  prior  written
     consent of the other party, neither ebank nor Talisman shall make any press
     release or other public disclosure,  or make any statement to any customer,
     supplier,  or other person with regard to the transactions  contemplated by
     this  Agreement.  Notwithstanding,  ebank may make such  disclosures  as it
     determines to be necessary or advisable  with the  assistance of counsel in
     any  filings  with the  SEC,  any  private  placement  memorandum  or other
     document  associated  with any of ebank's capital  raising  efforts,  or as
     otherwise  required by any law,  rule,  or  regulation.  ebank shall afford
     Talisman  a  reasonable  opportunity  to  review  and  comment  on any such
     disclosure  in any SEC  filing  or  offering  document  prior to its use or
     disclosure.  After Closing,  without the prior written consent of the other
     party,  neither  ebank nor Talisman  shall make any press  release or other
     public  disclosure,  or make any  statement to any customer,  supplier,  or
     other  person  with  regard  to  the  transactions   contemplated  by  this
     Agreement, except as required by law in consultation with the other party.

7.6      Further Assurances.

(a)      Pending  the  Closing,  ebank and  Talisman  shall take all  reasonable
         actions  necessary  to  obtain  (and  shall  cooperate  with  others in
         obtaining)    all   filings    necessary   to   receive    governmental
         authorizations,  consents,  and approvals for the valid consummation of
         the transactions contemplated hereby.

(b)      From and  after  Closing,  ebank and New  Talisman  shall  execute  and
         perform all such other acts,  deeds,  and  documents as the other party
         may from  time to time  reasonably  require  in order to carry  out the
         intent of this Agreement.

7.7  Standstill.  Neither party may purchase on the open market or otherwise any
     shares of the common  stock of the other or any option,  warrant,  or other
     derivative  thereof without the express written consent of the other party,
     or during  any  period  during  which a party has  possession  of  material
     non-public   information   concerning   the  other  party  or  its  assets,
     liabilities,   business,   prospects,   financial  status  or  results,  or
     otherwise.

8 CONDITIONS TO CLOSING OF TALISMAN. Talisman's obligation to cause New Talisman
to execute the Transaction Documents and to issue the ebank Investment Shares to
ebank at the Closing is, at the option of Talisman,  subject to the  fulfillment
of the following conditions:

8.1  Representations and Warranties Correct.  The representations and warranties
     made by ebank in Section 5 shall have been materially true and correct when
     made,  and shall be  materially  true and correct as of the date of Closing
     with the same  force and  effect as if they had been made on and as of such
     date.

8.2  Material Adverse Effects.  There shall have been no change in the business,
     assets,  liabilities,  or intellectual properties of ebank or other change,
     occurrence,  or event which has had or may be reasonably expected to have a
     Material  Adverse  Effect  (whether  or not such  change is  referred to or
     described herein).

8.3  Covenants.  All  covenants,  agreements,  and  conditions  contained in the
     Transaction  Documents  to be performed by ebank on or prior to the Closing
     Date shall have been performed or complied with.

                                       17
<PAGE>


8.4  Due Diligence. Talisman shall have completed to its reasonable satisfaction
     all due diligence  regarding  ebank, and shall not have identified any fact
     or  circumstance  which  would  have a  Material  Adverse  Effect  on  this
     Agreement,   the  Transaction  Documents,  or  any  right  of  Talisman  or
     obligation of ebank under any of them.

8.5  Documents.  ebank  shall  have  executed  and  delivered  to  Talisman  the
     documents required by Section 4.3.

8.6  Blue Sky. If  applicable,  ebank shall have obtained all necessary Blue Sky
     law permits and qualifications,  or secured exemptions therefrom,  required
     by any state for the offer and sale of the shares.

8.7  Required   Governmental   Approvals.   All  filings  necessary  to  receive
     governmental   authorizations,   consents,  and  approvals  for  the  valid
     consummation of the transactions  contemplated hereby, shall have been made
     on or prior to closing date

8.8  Board  Approval.  Talisman shall have received the approval of its board of
     directors to complete all of the transactions set forth herein.


9 CONDITIONS TO CLOSING OF EBANK.  ebank's obligation to execute the Transaction
Documents and to issue the Talisman Investment Shares to Talisman at the Closing
is,  at the  option  of  ebank,  subject  to the  fulfillment  of the  following
conditions:


9.1  Representations and Warranties Correct.  The representations and warranties
     made by Talisman  and/or New Talisman in Section 6 shall have been true and
     correct  when made,  and shall be true and correct on the Closing Date with
     the same force and effect as if they had been made on and as of such date.

9.2  Material Adverse Effects.  There shall have been no change in the business,
     assets,  liabilities,  or  intellectual  properties  of  Talisman  or other
     change, occurrence, or event which has had or may be reasonably expected to
     have a Material  Adverse Effect  (whether or not such change is referred to
     or described herein).

9.3  Covenants.  All  covenants,  agreements,  and  conditions  contained in the
     Transaction  Documents  to be  performed  by Talisman or New Talisman on or
     prior to the Closing Date shall have been performed or complied with.

9.4  Due Diligence.  ebank shall have  completed to its reasonable  satisfaction
     all due diligence  regarding Talisman and its technology.  ebank shall have
     received or waived its right to receive an opinion of an investment bank or
     other appraiser acceptable to ebank that the relative valuation of Talisman
     and ebank are such to support the exchange of stock hereunder.  ebank shall
     not have  identified any fact or  circumstance  which would have a Material
     Adverse Effect on this Agreement,  the Transaction Documents,  or any right
     of ebank or obligation of Talisman under any of them.

9.5  Documents:  Talisman  shall  have  executed  and  delivered  to  ebank  the
     documents required by Section 4.4.

9.6  Blue Sky. If  applicable,  Talisman  shall have obtained all necessary Blue
     Sky law  permits  and  qualifications,  or  secured  exemptions  therefrom,
     required by any state for the offer and sale of the Shares.

                                       18
<PAGE>


9.7  Board  Approval.  Ebank shall have  received  the  approval of its board of
     directors to complete all of the transactions set forth herein.

9.8  OTS  Letter.   ebank  shall  have   received  from  the  OTS  a  letter  of
     non-objection   to  the   transactions   contemplated  by  the  Transaction
     Documents.

10       MISCELLANEOUS PROVISIONS.

10.1 Rights Not Exclusive.  No right or remedy of either party  provided  hereby
     shall be exclusive of any other right or remedy.

10.2 No Waiver.  No failure of either  party to exercise any of its rights under
     any  provision  of this  Agreement  or waiver of any breach of the terms of
     this  Agreement  by the other  party shall be  construed  as waiver of such
     rights or of any other breach of the same or any other provision hereof.

10.3 Notices.  All  notices,  requests  and  other  communications  required  or
     permitted  to be given or  delivered  hereunder  to either party (or to New
     Talisman) should be in writing, and shall be personally delivered,  or sent
     by certified or  registered  mail,  postage  prepaid and  addressed,  or by
     overnight  courier such as Federal  Express to such party (and, in the case
     of New Talisman,  to the same address as for Talisman) at the address shown
     on the first page of this Agreement, or at such other address as shall have
     been  furnished  by  notice  given in  compliance  with this  section.  All
     notices,  requests  and other  communications  shall be deemed to have been
     given upon delivery as evidenced by the return receipt or delivery  records
     of the courier.

10.4 Entire  Agreement.  The parties agree that as of the date of this Agreement
     and as of the date of Closing, the Transaction Documents,  and all exhibits
     and attachments  hereto,  contain the entire agreement  between the parties
     concerning the subject matter hereof.

10.5 Amendment,  Waiver.  This  Agreement  may not be amended or altered  and no
     rights shall be deemed waived unless such  amendment or waiver is set forth
     in writing and executed by all parties hereto.

10.6 Assignment.  This agreement may not be assigned by either party without the
     express  written  consent to of the other party.  This  agreement  shall be
     binding  upon and shall  inure to the  benefit  of each  party's  permitted
     successors and assigns.  Notwithstanding  the  foregoing,  either party may
     perform its obligations  through and assign its rights  hereunder to one or
     more of its  subsidiaries  upon prior  written  notice to the other  party,
     provided that the signatory to this agreement shall remain primarily liable
     for the performance and actions of any assignee.

10.7 Severability.  If any  provision  of this  Agreement  should  be held to be
     invalid,  illegal or unenforceable,  then such provision shall be construed
     in such a way as to make such provision  enforceable,  this Agreement shall
     be construed as if such provision had never been contained  herein,  or the
     parties shall incorporate an enforceable provision with the same or similar
     intended  effect  of the  invalid  or  unenforceable  provision,  and  such
     invalidity,  illegality  or  unenforceability  shall not  affect  any other
     provision hereof.


                                       19
<PAGE>

10.8 Headings. The headings contained in this Agreement are for convenience only
     and shall be ignored  when  interpreting  this  Agreement  and shall not be
     construed to alter or change any provision hereof.

10.9 Choice of Law. This agreement shall be governed by the laws of the State of
     Georgia without regard to its choice of law rules.

10.10 Force  Majeure. Neither party shall be in default by reason of any failure
     in the performance of this Agreement  (other than a failure to make payment
     when due or to comply with  restrictions  upon the use of any  confidential
     information  or trade secrets) if such failure arises out of any act, event
     or circumstance beyond the reasonable control of such party, whether or not
     otherwise  foreseeable.  The party so affected will resume  performance  as
     soon as reasonably possible.

10.11  Enforcement. If  either  party  brings  an  action  under  this Agreement
     (including  appeal),  the  prevailing  party  shall be  entitled to recover
     reasonable attorneys' fees and costs.

10.12 Counterparts. This Agreement may be executed in one or more  counterparts,
     which when fully executed and delivered by the parties shall constitute one
     and the same  instrument,  binding against both ebank and Talisman.  To the
     maximum  extent  permitted  by  law  or  by  any  applicable   governmental
     authority, any document may be signed and transmitted by facsimile with the
     same validity as if it were an ink-signed  document.  Each signatory  below
     represents  and  warrants  by his or her  signature  that he or she is duly
     authorized (on behalf of the respective entity for which such signatory has
     acted) to  execute  and  deliver  this  instrument  and any other  document
     related to this  transaction,  thereby fully  binding each such  respective
     entity.

                           [signatures to be attached]

                                       20
<PAGE>


            Signature Page to the Stock Exchange and Rights Agreement

         IN WITNESS WHEREOF, the undersigned hereby executes this Stock Exchange
and Rights Agreement as of the date set forth on such agreement.

ebank.com, Inc.                          Talisman Entertainment, Inc.

By:    /s/  Richard A. Parlontieri       By: /s/  Michael J. Milne
   --------------------------------          ---------------------------
         Richard A. Parlontieri                   Michael J. Milne
         Chairman and CEO                         President and CEO

<PAGE>
                                  Schedule 5.6

                               ebank Subsidiaries

ebank, a federally chartered thrift, wholly owned by ebank.com, Inc.

Commerce Mortgage Company,  LLC, a Georgia limited liability company.  Owned 75%
by ebank, 12.5% by each of two individuals. All operations have been absorbed by
ebank.  It is a  shell  with  $75,000  in book  value  of  computers,  leasehold
improvements,  software, etc. It owes ebank about $300,000, so it has a negative
book value of approximately ($225,000).


<PAGE>


                                  Schedule 5.7

                      Exceptions to ebank's title to assets

None.



<PAGE>


                                  Schedule 5.8

                           ebank Intellectual Property

Software Licenses

The Phoenix  Banking System from Phoenix  International  Ltd.,  Inc.,  including
   intranet (core banking system)
CFI from Concentrics (loan and deposit front end)
Webtone  Lyric from  Webtone  Technologies  (telephony  service for call center)
NetZee ATM  processor and bill pay from Netzee
The  Connection  from The Bankers Bank (wire  transfer,  ACH, EFT)
TranPak from The Intercept Group (ATM cards and reporting)
real secure  intrusion  detection  system from ISS
Eservices  managed firewall from ISS
Penware from Penware Technologies  (digital signature capture)
The Esweep Account from SEI (product  software)
Credit Base from Equifax (credit bureau  reporting)
Dunn & Bradstreet  credit inquiry program
CreditPak from IFS (credit analysis)
UPS shipping software
Winpak from ADT (security  software)
AOE 3 from Clark American (check  ordering)
MSOES from Main Street Checks  (internet checking)
IRS Reporter  from Data Systems  Design (IRS  reporting  software)
IPS from  Sendero  (accounts  payable)
Webtrends  Enterprise  Suite from  Webtrends (internet  site  management)
PGP  Enterprise  Security from Network  Associates (encryption)

Software Owned

ebank website
interfaces for internet banking products

Trademarks and Domain Names

ebank has filed  application  with the U.S. Patent and Trademark  Office for the
following marks:

         ebank with design
         ebank with design  (different)
         ebank.com with design
         Ready to Grow
         iworldbanc.com (iwb)
         ESWEEP
         Prime Timers Account
<PAGE>


ebank has filed  application  for either  ebank with  design or  ebank.com  with
design in the following countries:

1.       Argentina
2.       Bahamas
3.       Bahrain
4.       Bermuda
5.       Brazil
6.       Canada
7.       Chile
8.       China
9.       Colombia
10.      Czech Republic
11.      Egypt
12.      European Union
13.      France
14.      Germany
15.      Hong Kong
16.      Israel
17.      Jamaica
18.      Japan
19.      Liechtenstein
20.      Mexico
21.      Monaco
22.      Norway
23.      Oman
24.      Paraguay
25.      Poland
26.      Qatar
27.      St. Kitts and Nevis
28.      St. Lucia
29.      Saudi Arabia
30.      Singapore
31.      South Africa
32.      Taiwan
33.      Tunisia
34.      Turkey
35.      United Kingdom, including Scotland and Northern Ireland
36.      Venezuela
37.      Vietnam
38.      Yugoslavia

Additional applications are being prepared for filing in other countries at this
time.

<PAGE>

ebank has acquired the following U.S. domain names:

         ebank.com                          banknekkid.com
         e-commercebank.com                 ebanksucks.com
         ecommercebanc.com                  iworldbanc.com
         ecommercebancshares.com            networldbanc.com
         ebanknaked.com                     gigabank.com
         banknaked.com

ebank has  submitted  domain name  acquisition  requests  and has  acquired  the
international  domain names listed under the columns "submitted" and "confirmed"
on Attachment A to this Schedule 5.8.


<PAGE>


Known conflicts and exceptions to ebank's title in its trademarks:

1.       Below is a list of the countries where the country specific domain name
         for ebank has already been acquired by another party:

--------------------------------------------------------------------------------
Australia - commercial                    Romania
Austria - commercial                      Russia
British Virgin Islands                    Slovak
Canada                                    Tonga
China commercial                          Turks and Caicos Islands
Czech Republic                            U.K.
Denmark                                   Argentina commercial
Germany                                   Ascension
Hong Kong commercial                      Bermuda
Italy                                     Chile
Japan commercial                          Heard and Mcdonald Islands
Liechtenstein                             Malaysia commercial
Luxembourg                                New Zealand commercial
Mexico commercial                         Niue
Montserrat                                Philippines
Netherlands                               South Africa commercial
Republic of Korea commercial              Yugoslavia commercial
----------------------------------------- --------------------------------------

(if the above  contains  "commercial",  this refers to the country's  commercial
subdomain - e.g. Japan commercial means ".co.jp")

2.      The following  entities have notified ebank of a claimed  conflict with
         ebank's use of the mark "ebank" in the United States:

         a. Huntington Bancshares, Incorporated - holds the federal registration
         for "E-Bank."  Huntington and ebank have filed suit against one another
         on this matter.

         b. USABanc.com,  Inc. of Philadelphia, PA - sent demand letter June 28,
         1999. ebank.com did not respond. No further action since that time.

         c. Busey Bank has used "Busey ebank" on its web page since prior to the
         time ebank.com, Inc. began using ebank. Busey Bank's attorney contacted
         us around the time we received the demand letter from Huntington. Busey
         Bank had also  received a demand  letter  from  Huntington.  As of this
         date,  Busey Bank has not demanded or requested  that  ebank.com  cease
         using the mark "ebank."

3.       We know of the following uses of "ebank" or derivatives  thereof in the
         United States:

         a.  Stillwater  National  Bank & Trust  Company  holds  an  Ohio  state
         registration for "EBANK" and uses the domain name www.snb-ebank.com.

<PAGE>

         b. Earlham Savings Bank holds an Iowa state registration for E Bank.

         c. First-Citizens Bank & Trust Company in Raleigh, North Carolina has a
         North Carolina state  registration for "EBANK" and also uses "ebanking"
         in its online banking service.

         d. Wyoming Bank and Trust  advertises its coming "eBank" on the website
         www.wyobank.com.

         e. A common law search found:  (1) China  Everbright  Bank uses "Ebank"
         for  banking  services;  (2) First  Union  uses  "ebank"  for free bank
         accounts;  and Thai Farmers Bank Plc of Thailand uses  "e-Web-Bank" for
         online banking services.

         f. Evision Inc. has a subsidiary named "Ebanker USA.com".

4.       Ebank is aware of the following  applications for possibly  conflicting
         marks that have been filed with the United  States  Patent &  Trademark
         Office ("USPTO"). We have no information on whether the marks described
         in the  applications  were ever used, or are  currently  being used and
         thus may have acquired  certain  common law rights,  by the  respective
         applicants.

         a. The Pathways  Group,  Inc.  filed an intent to use  application  for
         "E-BANK"  on  March  16,  1998.  This   application  was  abandoned  at
         applicant's request.

         b. John N. Vatistas filed an intent to use  application for "E BANK" on
         July 18, 1995. The  application  was later abandoned due to the failure
         of the applicant to respond to an office action from the USPTO.

         c. Alexander  Major filed an intent to use  application for "E BANK" on
         July 3, 1996. The application  was abandoned  September 29, 1997 due to
         his failure to respond to the USPTO office action.

         d.  Financialware,   Inc.  filed  an  intent  to  use  application  for
         "E://BANKING."   This  application  was  later  abandoned  due  to  the
         applicant's failure to respond to the USPTO office action.

         e. First Federal  Savings and Loan  Association  of  Charleston  (South
         Carolina)  filed an intent to use  application  for "E-BANKER" on March
         10, 1997. This application was abandoned May 27, 1998.

         f. John B. Beausang filed an intent to use  application  for "BANK.COM"
         on March 11, 1998. The  applicant's  response to the USPTO final office
         action was filed December 4, 1999.
<PAGE>


         g. ECOM  Corporation  filed an intent to use  application for "EBANKS."
         The  application  was  abandoned  June 15, 1999 due to the  applicant's
         failure to respond to the USPTO office action.

         h. Glenn M. Kelley,  President of ORCA Financial  Solutions Corp. filed
         an  intent  to use  application  for e bank  on  April  23,  1998.  The
         application was abandoned due to the applicant's  failure to respond to
         the USPTO office action.

         i. Information and Database  Network,  Inc. filed an application for "E
         bank." An office action  containing a final refusal of the  application
         was mailed to the applicant on January 14, 2000.

         j. Gilles W. Desaulniers  filed an application for  "WWW.FIRSTEBANK.COM
         FIRST  EBANK.COM  FIRST EBANK" on December 8, 1999. The claimed date of
         first use is October 28, 1999.

         k. Gilles W.  Desaulniers  also filed a use application for "FIRSTEBANK
         FIRST-EBANK  FIRSTEBANK.COM  FIRSTEBANKS"  on  October  15,  1999.  The
         claimed date of first use is July of 1998 and the claimed date of first
         use in interstate commerce is January 1, 1999.

         l. Sanwa Bank California  filed an intent to use application for "SANWA
         EBANK" on June 29, 1999.

         m. Financial  Services  Provider  Network,  Inc. filed an intent to use
         application for "EBANCARD" on September 21, 1999.

         n. First National Bank of Omaha filed an intent to use  application for
         "1ST EBANK" on July 6, 1999.

         o. First National Bank of Omaha also filed an intent to use application
         for "FIRST EBANK" on July 6, 1999.

         p.  Patriot  Bank  filed an intent to use  application  for  "AMERICA'S
         E-BANK" on April 26, 1999.

         q.  Patriot Bank also filed an intent to use  application  for "PATRIOT
         E-BANK.COM" on April 26, 1999.

         r. City  National  Bank  filed an intent to use  application  for "CITY
         NATIONAL E-BANK" on October 5, 1999.

         s. el  Banc.com  Corp.  filed an intent to use  application  for "E ONE
         BANK" on June 10, 1999.

<PAGE>


         t. Angeltips.com filed an intent to use application for "/E-BANKER/" on
         July 22, 1999.

         u. Harbor Florida  Bancshares,  Inc. filed an intent to use application
         for "EBANKER" on August 16, 1999.

         v. Burr  Wolff,  L.P.  filed an intent to use  application  for "E BANK
         BILL" on July 26, 1999.

         w.  Pepperell  Trust  Company  filed an intent to use  application  for
         "E/BANC" on November 3, 1998.

         x.  eBanker  USA.com,  Inc.  filed an  intent  to use  application  for
         "EBANKERUSA.COM, INC." on August 18, 1999.

         y. Access Global Financial Corp. filed an intent to use application for
         "EBANKGLOBAL" on April 26, 1999.

         z.  Access  Global   Financial  Corp.  also  filed  an  intent  to  use
         application for "EBANKGLOBAL.COM" on April 26, 1999.

         aa.   AcuPrint,   Inc.   filed  an  intent  to  use   application   for
         "EBANKLINK.COM" on June 10, 1999.

         bb. John R. Brick filed an intent to use  application for "EBANKUSA" on
         January 8, 1999.

         cc. eBanx Limited filed a use  application for "EBANX" on June 4, 1999.
         The claimed date of first use is December 1, 1997.

         dd. First Coastal Bank,  N.A.  filed an intent to use  application  for
         "EBUSINESSBANK" on July 28, 1999.

         ee.  Pennsylvania  State  Bank filed an intent to use  application  for
         "PSBEBANK" on October 6, 1999.

         ff. Pacific & Western Credit Corp.  filed an intent to use  application
         for "EBANK OF CANADA" on December 2, 1999.

         gg.  Pacific & Western  Credit  Corp.  also  filed an  application  for
         "EBANKOFCANADA.COM" on December 2, 1999.

         hh. Bank of Hawaii filed an intent to use application for "E-BANKOH" on
         December 2, 1999. Bank of Hawaii uses "e-BANKOH" on its web site.
<PAGE>


         ii.  Unity  Bank  filed  an  intent  to use  application  for "U NET E.
         BANKING" on November 18, 1999.

         jj.  Unity  Bank also  filed an intent to use  application  for "net e.
         banking" (with design) on November 18, 1999.

         kk.  e-piggybank.com,  Inc.  filed an  intent  to use  application  for
         "E-PIGGYBANK.COM" on July 14, 1999.

         ll.  Market  Domain,  Inc.  filed  an  intent  to use  application  for
         "E-NATIONALBANK" on July 6, 1999.

         mm. E*TRADE Group filed an intent to use application for "E*TRADE BANK"
         on August 23, 1999.

         nn. E*TRADE Group, Inc. filed five different intent to use applications
         for "It's Time for  E*Trade  Bank" for goods and  services  relating to
         financial services.

         oo. ENBA Ltd.  filed an intent to use  application  for "FE FIRST-E THE
         INTERNET BANK" on October 8, 1999.

         pp. ENBA Ltd.  filed an intent to use  application  for "fe first-e the
         internet bank" (with design) on October 8, 1999.

         qq. Hampden  Savings Bank, Inc. filed a use application for "YOUREBANK"
         on October 12, 1999. The claimed date of first use is August 5, 1999.

         rr.  SouthTrust  Corporation  filed an  intent to use  application  for
         "E-BUSINESS BANKER" on December 14, 1999.

         ss. SSGM  Consultants,  Inc. filed an intent to use  application for "E
         BZBANKING" on June 23, 1999.

         tt. Hampden  Savings Bank, Inc. filed a use application for "YOUREBANK"
         on December 12, 1999. The claimed date of first use is August 5, 1999.

         uu. Regions  Financial  Corporation  filed an intent to use application
         for  "REGIONS  E-BANK" on  September  9,  1999.  This  application  was
         abandoned.

         vv.  Pennsylvania  State  Bank filed an intent to use  application  for
         "PSBEBANK" on October 6, 1999.

         ww. MMC  Bancorp  filed the  following  intent to use  applications  in
         November and December of 1999:

<PAGE>

(i)      EWAVEBANK
         ---------
(ii)     EW@VEB@NK
         ---------
(iii)    EW@VEB@NK.COM
         -------------
(iv)     EW@VEB@NK.NET
         -------------
(v)      EW@VEB@NK.ORG
         -------------
(vi)     EWAVEB@NK
         ----------
(vii)    EWAVEB@NK.COM
         -------------
(viii)   EWAVEB@NK.ORG
         -------------
(ix)     EWAVEB@NK.NET
         -------------
(x)      EWAVEB@NC
         ---------
(xi)     EWAVEB@NC.COM
         -------------
(xii)    EWAVEB@NC.ORG
         -------------
(xiii)   EWAVEB@NC.NET
         -------------
(xiv)    EW@VEB@NC.COM
         -------------
(xv)     EW@VEB@NC.ORG
         -------------
(xvi)    EW@VEB@NC.NET
         -------------
(xvii)   EWVEB@NC
         --------

         xx. Bill  Lougheed  filed an intent to use  application  for `EBANX" on
         January 4, 2000.

5.       The following domain names are registered to third parties:

a.       EBANK.NET
b.       EBANK.ORG
c.       EBANKS.NET
d.       EBANKS.ORG
e.       EBANKS.COM
f.       EBANKSONLINE.COM
g.       EBANKING.ORG
h.       EBANKING.NET
i.       E-BANK.COM
j.       E-BANK.ORG
k.       E-BANK.NET
l.       E-BANKS.COM
m.       E-BANKS.NET
n.       E-BANKS.ORG
o.       E-BANKING.NET
p.       EBANC.COM
q.       EBANC.NET
r.       E-BANC.COM
s.       E-BANC.ORG
t.       E-BANC.NET
u.       EBANQ.COM
v.       EBANQUE.NET
w.       EBANQUE.ORG
x.       EBANQUE.COM
<PAGE>

y.       EBANQUES.COM
z.       EBANKJP.COM
aa.      EBANKMEDIA.COM
bb.      E-BANK-CORP.COM
cc.      EBANKWORLD.COM
dd.      EBANCMORTGAGE.COM
ee.      ebanking.com (registered to Fortis Bank Luxembourg)
ff.      e-banking.org (Electronic Banking Association's web page)
gg.      e-banking.com (registered to Fortis Bank Luxembourg)

6.       A full search on 3/13/00 for all registered domain names beginning with
         "ebank" is appended hereto as Attachment B.

7.       The following  companies use "ebank" or a form thereof in their company
         names:

a.       E-Bank.com, Inc. (Denver, Colorado)
b.       EBANK CORP (Minatoku, Tokyo)
c.       EBANK.COM, LLC (Fountain Hills, Arizona)
d.       E-Banc Mortgage (Marietta, Georgia)
e.       eBanking.org (Las Vegas, NV)
f.       ebanking.net (Beverly Hills, California)
g.       e-bank.net (South Korea)
h.       e-banks.org (Los Angeles, California)
i.       E-BANK WORLD (Cary, N.C.)

8.       A list of all  currently  known  potential  conflicts  with ebank's use
         and/or registration of its  trademark/service  mark outside of the U.S.
         is as follows:

         a. Argentina:  There is a pending  application for the mark "E-BANKING"
         filed November 11, 1999,  which is currently in publication  phase.  We
         have filed an opposition notice to this mark.

         b.  Australia:  "St.  George  e-bank"  and  "BankSA  e-bank"  are  both
         registered  marks  in  Australia.   "ebanker",   "E  BANK  PTY  LIMITED
         GLOBALLY", "WWW.EBANK.COM.AU", and "EBANK" are all pending applications
         with IP Australia.

         c.  Barbados:  There are  pending  applications  by Pacific and Western
         Credit  Corporation  for "EBANK OF CANADA"  and "EBANK OF  CANADA.COM",
         both filed December 7, 1999.

         d. Benelux (Belgium,  Netherlands,  Luxembourg): The name "ebank", or a
         derivative,  has been filed  and/or  registered  as a trademark  in the
         following instances:
<PAGE>


1.       Benelux trademark "E-BANK" valid as of November 21, 1997 for Class 36
         and held by Europees Diensteen, etc.

2.       Benelux trademark "E-BANK" valid as of March 16, 1995 for Classes 9,
         36 and 42 and held by Mr. David Chaum.

3.       Benelux trademark "E-BANK" valid as of December 30, 1992 for Classes 9,
         16, 41 and 42 and held by Exact Holding B.V.

4.       Additionally,  two trademark applications  containing the name "E BANK"
         have  been  refused  by  the  Benelux-Trademark  Bureau  including  one
         application  filed twice on December  18, 1996 for Classes 35 and 36 on
         behalf of Caisse  International de Credit,  and for "E BANK YOUR ONLINE
         BANK" filed on December 18, 1996 for Classes 35 and 36 again by Caisse.

         d.  Bermuda:   There  are  pending  applications  for  the  marks  "THE
         ELECTRONIC BANK OF CANADA", "EBANKOFCANADA.COM",  and "EBANK OF CANADA"
         which we have been told would be cited against a new application. These
         applications were filed on December 6, 1999 by Pacific & Western Credit
         Corp.

         e.  Canada:  There was a filing for "EBANK" by Canadian  Imperial  Bank
         which  was made in 1996 but  which  was  apparently  abandoned  late in
         1999.There was separately a filing for "EBANK 24" in 1996 also filed by
         Canadian   Imperial  but  which  was  apparently   abandoned  in  1998.
         Additional   details  would  need  to  be  reviewed  to  confirm  these
         abandonments.  Pacific & Western has pending applications for "EBANK OF
         CANADA" and "EBANKOFCANADA.COM".

         f. Chile: The trademark  "E-BANKING" is pending. We have filed a formal
         opposition writ against this pending application.

         g. China:  The search in China revealed three (3) word marks "NEDBANK",
         "WEBBANK"  and  "UNIBANK",  and in  addition,  the  search  revealed  a
         stylized "e design" mark also registered.  While we have been told that
         these marks may be considered  somewhat similar to the Registrar,  they
         should not bar registration of the mark "ebank.com" with design.

         h. European  Union:  An  application  for  "ebanking.com"  was filed in
         September  1999 by Fortis Bank for Classes 9, 36 and 38.  Additionally,
         there  is an EU  registration  for "E  BANK  EUROKOSMOS"  from  1993 by
         Kommertschky Bank from Russia. (See also note for EU under Portugal).

         Our search report also identifies a Community Trademark  application in
         the name of "EBANX." The applicant is Ebanx.com Corporation in the Isle
         of

<PAGE>


         Man. Finally, an application for "EBANK" was filed on November 11, 1999
         for Class 36 by an unidentified holder.

         i.    Finland:    There   is   a    registration    for   "E    BANKING
         ELEKTRONISCH--DIREKT" held by Deutsche Bank, for Class 36.


         j. France:  We filed an mark application in France on January 20, 2000;
         however,  there  may be  difficulties  in  obtaining  approval  of this
         application due to an European application for "ebank".

         k.    Germany:    There   is   a    registration    for   "E    BANKING
         ELEKTRONISCH--DIREKT" held by Deutsche Bank, for Class 36.

         l. Hong Kong: The following  trademarks are somewhat similar to "ebank"
         but counsel believes that any citations  against our application can be
         overcome  by   submissions   that  the  marks   differ   visually   and
         phonetically:

1.       EXTEBANK --- pending application
2.       EB --- pending application
3.       E --- pending application
4.       E --- pending application (separate application)
5.       EB --- registered mark (separate from number 2 above)
6.       E --- registered mark (different than numbers 3 and 4 above)
7.       NEDBANK --- registered trademark
8.       NEDBANK --- registered trademark (different registered mark than
                     number 7 above)

         m. Italy: There is a national filing with international extension 99/FI
         000264, Class 36 for "e-bank". This filing was made in April 1999 by an
         Italian savings bank.

         n. Israel: "Private E-bank" was filed by Investec Clali Bank on October
         20, 1999.


         o. Japan: There is a pending  application for "e-bank" (with a Japanese
         phonetic  equivalent)  in Class 36  filed in 1999 by  Kabushiki  Kaisha
         Telephony.

         p. Liechtenstein:  In this country, there is a mark for "BANK" owned by
         Liechtensteinische Landis Bank.

         q. Monaco:  There is a registered  trademark "EBANKING" for Classes 36,
         38 and 42 with the owner being  Techworld  SAM for general  information
         services on the bank market on Internet.

<PAGE>


         r. Mexico: "EBANK" is registered at the Mexican Institute of Industrial
         Property by Banca Quadrum, S.A.

         s. New Zealand: Both "ebank" and "ASB ebank" are registered with IP New
         Zealand by ASB Banking.

         t. Norway: There is a registration for "E BANKING ELEKTRONISCH--DIREKT"
         held by Deutsche Bank, for Class 36.

         u. Peru:  There is an  application  pending for "EXTEBANK" and also for
         "E-BANKING", with the latter filed on behalf of

                  BANKBOSTON Corporation on July 22, 1999.

         v. Portugal: There is a Community Trademark application for "EBANX" and
         a Community  Trademark  application  for "EBANK"  which may prevent the
         registration of "ebank" with a design.

         w.  Romania:  The  following  mark  applications  in Romania  have been
         partially or totally refused, therefore causing concern for

                  an application for "ebank":

1.       EUROPEAN BANK
2.       EB EURO BANK
3.       EB EURO PROFIT BANK
4.       EB EURO BUSINESS BANK
5.       EUROBANK
6.       EFG EUROBANK

                  Additionally, Romanian counsel found an international mark "E"
                  held by Europay International S.A. for Classes 9, 16 and 36.

         x. Singapore:  There is a pending application for "DBS e-bank" filed by
         the Development Bank of Singapore.  Separately, there is an application
         pending for the mark "E Banking" filed by the United Overseas Bank.

         y. Spain: There is an international  trademark  application pending for
         "UBANK"  filed on July 7,  1999 with  German  priority  by the  company
         DEEPAK  RAJNI.  Separately,  there is an  application  pending with the
         European  Union also for the mark "UBANK"  applied on April 29, 1999 by
         U.S. Bancorp.  There is a pending European Union trademark  application
         for "EBANX" which has been previously  mentioned,  which would possibly
         prevent an application for "ebank" from prevailing.

         z. South Africa:  There is a  registration  for "E-Bank" and separately
         for  E-Bank  and logo  both in the name of the  Standard  Bank of South
         Africa.  However a full


<PAGE>

         search cannot be accomplished  at this time due to continuing  computer
         problems in the South African Patents and Trade Marks Office.

aa.      Sweden:  The EU application  for "ebank" filed on November 11, 1999, if
         allowed, would prevent our mark application for "ebank".

bb.      Switzerland:  On September 15, 1999, EUROSWISS EU-Finanz AG applied for
         the  international  registration of the trademark "EBANK" in Classes 36
         and 38. This application for  international  registration also includes
         an application for  registration in the Swiss  trademark  register.  "e
         banking  elektronisch  - direkt"  is also  listed on the  international
         trademark   register  with  extension  of  protection  in  Switzerland.
         Finally,  there is a company in Switzerland operating under the name of
         "e-BankingSolutions AG".

cc.      United Kingdom including Scotland and Northern Ireland:  An application
         has been made for "Lloyds TSB E-Bank" by Lloyds TSB Group. There is the
         same    registration   as   in   other   countries   for   "e   banking
         elektronisch-direkt" by Deutsche Bank.

Additional searches and work is in progress. The foregoing represents only those
conflicts and potential conflicts known to ebank as of March 13, 2000. There are
most certainly others which have not yet been identified throughout the U.S. and
the world.


<PAGE>


                                  Schedule 5.16

                                ebank Litigation

ebank  is  currently  involved  in  litigation  with  Huntington  regarding  the
trademark "ebank".