EXHIBIT 10.1




                         EBANK FINANCIAL SERVICES, INC.
                            STOCK PURCHASE AGREEMENT
                                FEBRUARY 26, 2003




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                            STOCK PURCHASE AGREEMENT
                            ------------------------


     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made on the 26th day of
February,  2003,  by  and  between  ebank  Financial  Services,  Inc., a Georgia
corporation  (the  "Company"), and Marshall Investments, L.P., a Georgia limited
partnership  ("Investor").

                                    AGREEMENT
                                    ---------

THE  PARTIES  HEREBY  AGREE  AS  FOLLOWS:

     1.   Purchase  and  Sale  of  Stock.
          ------------------------------

          1.1.     Sale  and Issuance of Common Stock.  Subject to the terms and
                   ----------------------------------
conditions of this Agreement, Investor agrees to purchase at the Closing and the
Company  agrees to sell and issue to Investor at the Closing 1,200,000 shares of
the  Company's common stock (the "Common Stock") for the purchase price of $0.90
per  share.

          1.2.     Closing.  The  purchase  and  sale  of the Common Stock shall
                   -------
take  place at the Company's main office located at 2410 Paces Ferry Road, Suite
190,  Atlanta,  Georgia  30339  at 10:00 A.M., on the business day following the
date  on  which all conditions listed in Sections 5 and 6 have been satisfied or
at such other time and place as the parties hereto mutually agree upon orally or
in  writing.  At the Closing, the Company shall deliver to Investor certificates
representing  the Common Stock against payment of the purchase price therefor by
check  or  wire  transfer.  This Agreement may be terminated by either party if,
through  no  fault of the terminating party, the Closing has not occurred within
120  days  of  the  date  of  this  Agreement.

          1.3.     Option.  At  the Closing, the Company shall grant to Investor
                   ------
an  option  to  purchase  additional  shares of the Company's outstanding common
stock  according  to  the  provisions  of  this  Section  1.3  (the  "Option").

                  1.3.1.  Number  of  Shares.  The  number  of  shares of common
                          ------------------
stock  subject to the Option shall be the number of shares that is necessary for
Investor  to maintain ownership of 20% of the Company's outstanding common stock
immediately  after the exercise, calculated with respect to any issuances of new
shares  that  occur (i) during the period that ends on July 1, 2006 or (ii) as a
result  of  any exercise of any New Rights (as defined below), but excluding for
such purpose any new issuance of shares that occur after July 1, 2006 other than
pursuant  to any New Rights; provided however, the ownership percentage which is
                             -------- -------
the  subject  of  the  option  shall  be decreased proportionately to the extent
Investor  transfers  any  or  all  of  the Common Stock and/or any shares of the
Company's  common  stock  received  by  Investor  upon  exercise  of the Option.

                  1.3.2.  Term.  The  Option  shall  be exercisable from time to
                          ----
time  for  a  period  that  ends on July 1, 2006, provided, however, that in the
                                                  --------  -------
event  that  the  Company  issues  any  options,  warrants  or similar rights to
purchase  Company  stock  (including  the  issuance  of  securities  that  are
convertible  into common stock) or resets the exercise price or extends the term


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of  any  existing  option,  warrant  or  similar  rights  prior  to July 1, 2006
(collectively,  "New  Rights"),  then  the  Option  term  with respect to shares
issuable  pursuant to any New Rights shall be extended until the earlier of: (i)
30  days  after the date on which the Company notifies Investor that the Company
has  issued  common  shares pursuant to the last of any New Rights exercised; or
(ii)  the  latest expiration date of any New Rights.  The Company agrees to give
Investor  notice  of  any  such  issuance  within  five  business  days.

                  1.3.3.  Exercise Price.  The exercise price per share shall be
                          --------------
equal  to  the  lesser  of:  (i)  the  book  value  per share as reported in the
Company's  most recently filed Form 10-K or 10-KSB prior to the date of exercise
adjusted  to  reflect  the  results  of  the  transactions  contemplated by this
Agreement;  provided,  however, the exercise price per share calculated pursuant
            --------   -------
to  this  clause  (i)  shall never be less than 85% of the average daily closing
price of the Company's common stock for the 20 trading days immediately prior to
the  date of any exercise of the Option; or (ii) the most recent per share price
of  any  sale of capital stock by the Company that occurs subsequent to the date
of  Closing  (other than sales of stock pursuant to (i) the exercise of warrants
on  terms  disclosed  on  Exhibit  A  attached  hereto, (ii) the exercise of any
                          ----------
repriced warrants as described on the Schedule of Exceptions attached hereto, or
(iii)  the Company's 1998 Stock Incentive Plan, as such plan may be amended from
time to time).  The exercise price for the Option shall be adjusted in the event
of  any  recapitalization  such  as  a  stock  split,  stock  dividend,  etc.

     2.   Representations  and  Warranties of the Company.  The Company hereby
          -----------------------------------------------
represents  and  warrants to Investor that, except as set forth on a Schedule of
Exceptions  furnished  to  Investor  prior  to the execution hereof and attached
hereto, which exceptions shall be deemed to be representations and warranties as
if  made  hereunder:

          2.1.     Organization.  The  Company is a corporation, duly organized,
                   ------------
validly  existing  and  in good standing under the laws of the State of Georgia.
ebank  (the "Thrift") is a federal savings bank duly organized, validly existing
and  in  good  standing  under  the  laws  of  the  United States.  Each has all
requisite  corporate power and authority and possesses all licenses, permits and
authorizations  necessary  for it to own its properties and conduct its business
as  presently  conducted.

          2.2.     Capital  Stock.  The  authorized capital stock of the Company
                   --------------
consists  of  (i)  10,000,000  shares of common stock, $0.01 par value, of which
shares  1,728,223  are  issued  and  outstanding  and  (ii) 10,000,000 shares of
preferred  stock,  $0.01  par  value,  of  which  2,410,000  shares  of Series A
preferred  stock  are  issued  and outstanding. Each share of series A preferred
stock  is  convertible by the holder into one share of common stock.  All of the
outstanding shares of the Company's capital stock are validly issued, fully paid
and  non-assessable,  and  none  of  such  shares was issued in violation of the
preemptive  rights  of  any  person.  The authorized capital stock of the Thrift
consists  of 10,000,000 shares of common stock, $.01 par value, of which 850,000
shares  are issued and outstanding.  All of the outstanding shares of the Thrift
are  validly issued, fully paid, and non-assessable, and none of such shares was
issued  in violation of the preemptive rights of any person.  The Company has no
subsidiaries  other  than  the  Thrift.  The  Company owns all of the issued and
outstanding  shares  of  capital  stock of the Thrift and all of such shares are
held  free  and  clear  of  any  lien.  A  complete  and  accurate  list  of all


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subscriptions, options, warrants, calls, commitments, or agreements to issue any
additional  shares of capital stock or any other equity security, along with the
terms  of  the  same, is attached hereto as Exhibit A and incorporated herein by
                                            ---------
reference.

          2.3.     Foreign  Qualifications.  Each  of the Company and the Thrift
                   -----------------------
is  duly  qualified  to  transact  business  and  is  in  good  standing in each
jurisdiction  in which the failure to so qualify would reasonably be expected to
have  a  material  adverse  effect  on  its  business  or  properties.

          2.4.     Authorization.  This  Agreement  and  its  execution  by  the
                   -------------
Company  have  been  duly  authorized,  approved  and  ratified  by the Board of
Directors of the Company at a meeting duly called and held at which a quorum was
present  and  acting  throughout, and is valid and binding on the Company.  This
Agreement  represents  a  legal,  valid  and  binding obligation of the Company,
enforceable  against  the  Company  in  accordance  with  its  terms.

          2.5.     Non-contravention.  The  execution  and  delivery  of  this
                   -----------------
Agreement  by  the Company and the carrying out of the transactions contemplated
hereby  will  not (i) violate any provisions of its Articles of Incorporation or
Bylaws,  (ii)  result  in any breach or violation of the terms or conditions of,
require  any  consent  or cause or create a lien on any assets of the Company or
the  Thrift  or  right to any acceleration, under any agreement to which it is a
party  or  any  judgment,  decree or order of any court or administrative agency
having  jurisdiction  over  it, or (iii) violate or result in a violation of any
federal  or state law, statute, ordinance, rule or regulations applicable to it,
subject  to  securing  required  regulatory approvals.  Other than in connection
with  applicable  securities laws, state corporate laws and the rules of Nasdaq,
and  other  than  filings  or  consents  required with respect to any regulatory
authorities,  and  other  than consents, filings, or notifications which, if not
obtained  or  made,  are  not  reasonably likely to have, individually or in the
aggregate, a material adverse effect on the Company or the Thrift, no notice to,
filing  with,  or  consent  of any public body or authority is necessary for the
consummation  by  the  Company  of  the  other transactions contemplated by this
Agreement.

          2.6.     Financial Statements.  The audited consolidated statements of
                   --------------------
financial  condition of the Company at December 31, 2001, 2000 and 1999, and the
related  consolidated statements of income, shareholders' equity, and cash flows
for  the years then ended, and the notes thereto, and the unaudited consolidated
statement  of  condition  at  September  30,  2002,  and  the  related unaudited
consolidated  statement  of  income  for  the  periods  then ended and the notes
thereto  (the  audited  consolidated  financial statements at December 31, 2001,
2000  and  1999, and for the years then ended and the notes thereto are referred
to  as  the  "Annual  Financials,"  and  the  unaudited  consolidated  financial
statements  at  September  30, 2002, and for the period then ended and the notes
thereto  being referred to as the "Interim Financials") are complete and correct
in all material respects, maintained in accordance with good business practices,
and  fairly  present  assets,  liabilities,  financial  condition and results of
consolidated  operations  of  the  Company as of the dates mentioned and for the
periods  then  ended  in  conformity  with  GAAP  applied  on a consistent basis
(subject  to  any exceptions as to consistency as specified in such reports and,
in  the  case  of interim consolidated financial statements, to normal recurring
year-end  adjustments).


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<PAGE>
          2.7.     Absence  of  Undisclosed  Liabilities.  The  Company  and the
                   -------------------------------------
Thrift  do  not  have  any  liabilities  that  are  reasonably  likely  to have,
individually  or in the aggregate, a material adverse effect with respect to the
Company or the Thrift except (i) those accrued or reserved against on the Annual
and  Interim Financials or reflected in the notes thereto; (ii) such liabilities
incurred  or  paid  in the ordinary course of business since September 30, 2002,
consistent  with  past  business practice and which are not reasonably likely to
have,  individually  or  in  the  aggregate,  a  material  adverse effect on the
Company.

          2.8.     SEC  Filings.  The  Company  has filed all forms, reports and
                   ------------
documents  required  to be filed by the Company with the Securities and Exchange
Commission  (the  "SEC")  since  January 1, 1998 (collectively, the "Company SEC
Reports").  The  Company  SEC  Reports  (i)  at  the time filed, complied in all
material  respects  with  the  applicable  requirements  of the 1933 Act and the
Securities  Exchange  Act  of  1934 (the "Exchange Act"), as the case maybe, and
(ii)  did  not  at  the  time  they were filed (or if amended or superseded by a
filing  prior  to  the  date of this Agreement, then on the date of such filing)
contain  any  untrue statement of material fact or omit to state a material fact
required  to  be stated in such the Company SEC Reports or necessary in order to
make  the  statements  in  such  the  Company  SEC  Reports,  in  light  of  the
circumstances under which they were made, not misleading.  Each of the Company's
consolidated  financial  statements  (including, in each case, any related note)
contained  in  the  Company SEC Reports, including any Company SEC Reports filed
after  the  date of this Agreement until the Closing, complied or will comply as
to  form  in  all  material  respects  with  the  applicable published rules and
regulations  of  the  SEC  with  respect  thereto,  was  or  will be prepared in
accordance  with  GAAP  applied  on  a  consistent  basis throughout the periods
involved  (except  as may be indicated in the notes to such financial statements
or,  in the case of unaudited consolidated statements, as permitted by Form 10-Q
or  Form  10-QSB  of  the  SEC)  fairly  presented  or  will  fairly present the
consolidated  financial  position  of the Company and its subsidiaries as at the
respective  dates  and the consolidated results of its operations and cash flows
for  the  periods  indicated,  except  that  the  unaudited interim consolidated
financial  statements  were  or  are  subject  to  normal and recurring year-end
adjustments  which  were  not  or  are  not expected to be material in amount or
effect.

          2.9.     Litigation.  All  of  the  claims  filed  in  the  trademark
                   ----------
infringement  case  involving  Huntington  Bank and its affiliate, ebanc LLC, as
described  in  the  Company  SEC Reports (the "Huntington Litigation") have been
voluntarily  dismissed by all parties and no litigation regarding this matter is
currently  pending.  Other  than  the  Huntington  Litigation  and except to the
extent otherwise specifically reserved against in the Annual and Interim Company
Financials  or  the  notes thereto, there are no causes of action pending or (to
the  knowledge  of  the Company) threatened against the Company or the Thrift or
regulatory orders, memoranda of understanding or similar documents involving the
Company or the Thrift that are reasonably likely to have, individually or in the
aggregate,  a  material  adverse  effect  on  the  Company  or  the  Thrift.

          2.10.     Regulatory.  Since  January  1,  1998,  the  Company and its
                    ----------
subsidiaries (including the Thrift) have filed all reports they were required to
file  with  the FDIC, the Federal Reserve, the Georgia Department of Banking and
Finance  and the Office of Thrift Supervision. As of their respective dates, all
such  reports  complied in all material respects with all rules, regulations and
instructions  promulgated  by  such  agencies  and  did  not  contain any untrue


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<PAGE>
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.  Neither the Company
nor  the  Thrift  has received a less than satisfactory rating on any regulatory
exam  or  has been notified by any regulator than such a rating will be assigned
or  is  being  considered.

          2.11.     General  Legal  Compliance.  To  the  best  knowledge of the
                    --------------------------
Company  with respect to the conduct of its business, the Company and the Thrift
are in compliance in all material respects with all applicable federal, state or
local  laws,  regulations,  ordinances,  decrees  or  orders of any governmental
entity,  the  noncompliance  with  which could have a material adverse effect on
their  business,  prospects,  financial  condition or results of operations. The
Company  is  not  aware  of  the  existence of any facts which would support the
assessment  of  civil  money  penalties against the Company or the Thrift, their
directors,  officers  or employees. To the knowledge of the Company, the Company
and  the  Thrift  have  in  effect  all  permits,  governmental  approvals,
authorizations,  certificates  and  licenses  (the  "Permits")  to own, lease or
operate  its  assets  and  to carry on its business as now conducted, and to the
knowledge  of  the Company, there has occurred no default under any such Permit.
The  Company  has  received  no notification or communication from any agency or
department  or  federal,  state  or  local  government  or  any other regulatory
authority:  (i)  asserting  that  the Company or the Thrift is not in compliance
with  any  law  or  order  of  such  governmental  or regulatory authority; (ii)
threatening  to revoke any Permits; or (iii) requiring the Company or the Thrift
to  enter  into  or  consent to the issuance of a cease and desist order, formal
agreement,  directive, commitment or memorandum of understanding or to adopt any
resolution  or  similar  understanding which materially restricts the conduct of
its  business,  or  in any manner relates to its capital adequacy, its credit or
reserve  policies,  its  management  or  the  payment  of  dividends.

          2.12.     Broker.  The  Company  is  not  in any way obligated for the
                    ------
payment  of  fees  or  expenses  to  any  investment banker, broker or finder in
connection  with  the  origination,  negotiation,  execution or fairness of this
Agreement  or  the transactions contemplated hereby, except for that certain fee
payable  to  Attkisson,  Carter  &  Company.

          2.13.     Absence  of  Changes.  Since  September  30, 2002, except as
                    --------------------
disclosed  in  the  Annual  and  Interim  Financials, there have been no events,
changes  or occurrences which have had or are reasonably likely to, individually
or  in  the  aggregate,  a  material  adverse  effect  on  the  Company.

     3.   Representations  and  Warranties  of  Investor.  Investor  hereby
          ----------------------------------------------
represents,  warrants  and  covenants  that:

          3.1     Organization.  Investor  is  a  limited  partnership,  duly
                  ------------
organized,  validly existing and in good standing under the laws of the State of
Georgia.  Michael  P.  Marshall,  Sr. serves as Investor's sole general partner.

          3.2     Authorization.  Investor has full power and authority to enter
                  -------------
into this Agreement, and the Agreement constitutes its valid and legally binding
obligation,  enforceable  in  accordance  with  its  terms.


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<PAGE>
          3.3      Purchase  Entirely  for  Own Account.  This Agreement is made
                   ------------------------------------
with  Investor  in reliance upon Investor's representation to the Company, which
by  Investor's  execution  of  this Agreement Investor hereby confirms, that the
Common  Stock will be acquired for investment for Investor's own account, not as
a  nominee or agent, and not with a view to the immediate resale or distribution
of  any  part  thereof,  and  that Investor has no present intention of selling,
granting  any participation in or otherwise distributing the same.  By executing
this  Agreement,  Investor  further  represents  that Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or  grant  participations  to such person or to any third person, with
respect  to  any  of  the  Common  Stock.

          3.4     Investment Experience.  Investor can bear the economic risk of
                  ---------------------
its  investment,  and has such knowledge and experience in financial or business
matters  that it is capable of evaluating the merits and risks of the investment
in  Common  Stock.  Investor  also represents that it has not been organized for
the  specific  purpose  of  acquiring  the  Common  Stock.

          3.5     Accredited  Investor.  Investor  is  an  "accredited investor"
                  --------------------
within  the  meaning  of  SEC  Rule 501 of Regulation D, as presently in effect.

          3.6     Restricted  Securities.  Investor  understands that the shares
                  ----------------------
of  Common  Stock  it is purchasing are characterized as "restricted securities"
under  the  federal securities laws inasmuch as they are being acquired from the
Company  in  a  transaction  not involving a public offering and that under such
laws  and  applicable  regulations  such  Common  Stock  may  be  resold without
registration  under  the  Act  only  in certain limited circumstances, including
without  limitation, in compliance with the requirements of the legend described
in  Section  3.7 of this Agreement.  In the absence of an effective registration
statement  covering the Common Stock or an available exemption from registration
under  the  Act,  the  Common Stock must be held indefinitely.  Investor further
represents  that  it  is familiar with SEC Rule 144, as presently in effect, and
understands  the  resale  limitations  imposed thereby and by the Act, including
without  limitation  the  Rule  144 condition that current information about the
Company  be  available  to  the  public.

          3.7     Legends.  It  is  understood  that the certificates evidencing
                  -------
the  Common  Stock  may  bear  the  following  legend:

"THE  ISSUANCE  OF  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAS NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933  (THE  "ACT"),  OR THE GEORGIA
SECURITIES  ACT  OF 1973 (THE "GEORGIA ACT"), OR ANY OTHER APPLICABLE STATE LAW,
AND WAS MADE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION AND QUALIFICATION
PROVIDED  IN  THE ACT AND THE GEORGIA ACT, INCLUDING WITHOUT LIMITATION, SECTION
10-5-9(13)  OF  THE  GEORGIA  ACT.  THESE SECURITIES CANNOT BE OFFERED, SOLD, OR
OTHERWISE  TRANSFERRED  UNLESS  SUCH  TRANSFER IS REGISTERED UNDER SUCH ACTS, OR
EXCEPT  AS  OTHERWISE  PERMITTED  PURSUANT  TO RULE 144 UNDER THE ACT OR ANOTHER
EXEMPTION  FROM  REGISTRATION  UNDER  THE  ACT,  AND AN OPINION OF LEGAL COUNSEL
REASONABLY  ACCEPTABLE  TO  THE  COMPANY  IS  OBTAINED  TO  THE EFFECT THAT SUCH
REGISTRATION  IS  NOT  REQUIRED."


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     4.   Certain  Covenants.
          ------------------

          4.1.     Use  of  Proceeds.  The Company shall contribute the proceeds
                   -----------------
from  the  sale of the Common Stock to the Thrift, which shall use such proceeds
for  working  capital and other general corporate purposes.  Except as set forth
above,  no  part  of  such  proceeds shall be paid to affiliates of the Company.

          4.2     Discretionary Services.  After the Closing, Investor's general
                  ----------------------
partner  (the  "General  Partner")  intends  to  support  the further growth and
development  of  the  business of the Company and the Thrift and intends to meet
with  certain  officers  and  directors  from  time  to  time  (in  person or by
telephone)  to  offer  advice  and  counsel.  Nothing herein shall be construed,
however, to require the General Partner to devote any minimum number of hours or
to  grant  the  Company  any cause of action against the General Partner for any
failure  to  provide  such  services.

          4.3     Access.  For  purposes of conducting a financial, business and
                  ------
legal  due  diligence  of  the Company, the Company agrees that it shall provide
Investor  with  such  information  as  Investor may from time to time reasonably
request  with  respect  to  the  Company  and  permit  Investor  to  make  such
investigation  thereof  as  Investor  may  reasonably  request.

          4.4     Capital Structure.  The Company covenants and agrees that from
                  -----------------
the  date  of  this  Agreement and until the Closing and except for transactions
contemplated  pursuant  to this Agreement (e.g., the conversion of shares of the
Series  A  preferred  stock  into  common  stock  and  the  issuance of repriced
warrants,  all  as  disclosed  in Section 2.2 of the Schedule of Exceptions), it
will  not  issue,  sell  or  grant  options  (except  options  granted under the
Company's  1998  Stock  Incentive Plan that are issued in the ordinary course of
business  consistent  with  past  practice),  warrants  or rights to purchase or
subscribe  to,  or  enter  into  any  agreement  or contract with respect to the
issuance,  sale  or  redemption of any capital stock or any equity securities or
obligations  convertible  into  or  exchangeable  for  any shares of its capital
stock,  or  otherwise  make  changes in its capital structure, including without
limitation  by  way  of  a  stock  split,  stock  dividend,  etc.

          4.5     No  Dividends.  The Company covenants and agrees that from the
                  -------------
date  of  this Agreement and until the Closing, it will not, except for payments
of  accrued  dividends on preferred stock, declare, pay or set aside for payment
any  dividend  or  other distribution of assets in respect of its capital stock.

     5.   Conditions of Investor's Obligations at Closing.  The obligations of
          -----------------------------------------------
Investor  under  Section 1.1 of this Agreement are subject to the fulfillment on
or  before  the Closing of each of the following conditions, which may be waived
at  the  sole  discretion  of  Investor:

          5.1.     Representations  and  Warranties.  The  representations  and
                   --------------------------------
warranties  of the Company contained in Section 2 shall be true on and as of the
                                        ---------
Closing  with  the same effect as though such representations and warranties had
been  made on and as of the date of such Closing, except for such changes as are
specifically  contemplated  or  permitted  by  this  Agreement.


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<PAGE>
          5.2.     Performance.  The  Company  shall have performed and complied
                   -----------
with all agreements, obligations and conditions contained in this Agreement that
are  required  to  be performed or complied with by it on or before the Closing.

          5.3.     Compliance  Certificate.  The  President of the Company shall
                   -----------------------
deliver  to  Investor  at  the  Closing an executed certificate stating that the
conditions  specified  in  Sections  5.1  and  5.2  have  been  fulfilled.

          5.4.     Secretary's  Certificate.  The Secretary of the Company shall
                   ------------------------
deliver  to  Investor  at  the  Closing  an  executed certificate certifying the
Company's  Board  resolutions  and  incumbency of officers or others acting in a
representative  capacity.

          5.5.     Qualifications  and Approvals.  All authorizations, approvals
                   -----------------------------
or  permits,  if  any,  of  any governmental authority or regulatory body of the
United  States  or  of any state that are required in connection with the lawful
issuance  and  sale of the Common Stock pursuant to this Agreement shall be duly
obtained  and  effective  as  of  the  Closing.

          5.6.     Proceedings  and  Documents.  All  corporate  and  other
                   ---------------------------
proceedings  in connection with the transactions contemplated at the Closing and
all  documents  incident  thereto shall be satisfactory in form and substance to
Investor,  and  Investor  shall  have received all such counterpart original and
certified or other copies of such documents as it may reasonably request.

          5.7.     Conversion  of  Preferred  Stock.  All  holders  of  Series A
                   --------------------------------
preferred  stock  shall  have converted their preferred stock into common stock.

          5.8.     Due  Diligence.  Investor  shall  have  completed a review in
                   --------------
form and scope satisfactory to Investor of business, financial and legal matters
with respect to the Company and, on the basis of such review, nothing shall have
come  to the attention of Investor that causes Investor to conclude, in its sole
discretion,  that  the  Company  has suffered any material adverse change in its
business,  prospects,  financial  condition  or  operations.

     6.   Conditions of the Company's Obligations at Closing.  The obligations
          --------------------------------------------------
of  the  Company to Investor under this Agreement are subject to the fulfillment
on  or  before  the  Closing  of  each of the following conditions, which may be
waived  in  writing  at  the  sole  discretion  of  the  Company:

          6.1.     Representations  and  Warranties.  The  representations  and
                   --------------------------------
warranties of the Investor contained in Section 3 shall be true on and as of the
Closing  with  the same effect as though such representations and warranties had
been  made  on  and  as  of  the  Closing.

          6.2.     Payment of Purchase Price.  The Investor shall have delivered
                   -------------------------
the  purchase  price  specified  in  Section  1.1.

          6.3.     Qualifications.  All authorizations, approvals or permits, if
                   --------------
any, of any governmental authority or regulatory body of the United States or of
any  state  that are required in


                                        8
<PAGE>
connection  with  the  lawful  issuance and sale of the Common Stock pursuant to
this Agreement shall be duly obtained and effective as of the Closing.

          6.4   Conversion of Preferred Stock.  At least 80% of the issued and
                -----------------------------
outstanding  shares  of  the  Series A preferred stock shall have been converted
into  common  stock.

     7.          Miscellaneous.
               -------------

          7.1.     Survival.  The  warranties,  representations and covenants of
                   --------
the  Company  and Investor contained in or made pursuant to this Agreement shall
survive  the  execution  and delivery of this Agreement and the Closing.  In the
event  that  any  legal  action  arises out of any breach of any representation,
warranty  or  covenant  of  the Company contained in this Agreement, the Company
will indemnify Investor for all losses or damages that arise out of such action,
including  reasonable  attorneys  fees.

          7.2.     Successors  and  Assigns.  This Agreement may not be assigned
                   ------------------------
by  Investor  or  the  Company  without the express written consent of the other
party  hereto,  which  consent  may be withheld in such party's sole discretion.
Except  as otherwise provided herein, the terms and conditions of this Agreement
shall  inure  to  the  benefit  of  and be binding upon the respective permitted
successors  and  permitted  assigns  of the parties.  Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties
hereto  or  their  respective  successors  and  assigns,  any  rights, remedies,
obligations  or  liabilities  under  or  by  reason of this Agreement, except as
expressly  provided  in  this  Agreement.

          7.3.     Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  under the laws of the State of Georgia as applied to agreements among
Georgia  residents  entered  into  and  to be performed entirely within Georgia.

          7.4.     Titles  and Subtitles.  The titles and subtitles used in this
                   ---------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          7.5.     Notices.  All  notices  required or permitted hereunder shall
                   -------
be  in writing and shall be deemed effectively given: (i) upon personal delivery
to  the  party to be notified, (ii) when sent by confirmed telex or facsimile if
sent  during  normal  business  hours of the recipient, if not, then on the next
business  day; (iii) five days after having been sent by registered or certified
mail,  return  receipt requested, postage prepaid; or (iv) one day after deposit
with  a  nationally  recognized overnight courier, specifying next day delivery,
with  written  verification of receipt.  All communications shall be sent to the
address  as  set  forth on the signature page hereof or at such other address as
such party may designate by ten days advance written notice to the other parties
hereto.

          7.6.     Expenses.  In the event that the transactions contemplated by
                   --------
this  Agreement  fail  to  consummate  through no fault of Investor, the Company
shall  reimburse  Investor  for  reasonable  legal  fees  not  to exceed $5,000.


                                        9
<PAGE>
          7.7.     Amendments  and Waivers.  This Agreement shall not be amended
                   -----------------------
except  by  written instrument duly executed by all parties.  The failure of any
party  to  this  Agreement  at  any  time or times to require performance of any
provision  of this Agreement shall in no manner affect the rights to enforce the
same,  and  no waiver by any party of any provision (or breach of any provision)
of  this  Agreement,  in  any one or more instances shall be deemed or construed
either as a further or continuing waiver of any such provision or breach or as a
waiver  of  any  other  provisions  of  this  Agreement.

          7.8.     Severability.  If  one  or  more provisions of this Agreement
                   ------------
are  held  to  be  unenforceable  under  applicable law, such provision shall be
excluded  from  this  Agreement  and  the  balance  of  the  Agreement  shall be
interpreted  as  if  such provision were so excluded and shall be enforceable in
accordance  with  its  terms.

          7.9.     Entire  Agreement.  This Agreement and the documents referred
                   -----------------
to  herein  constitute the entire agreement among the parties and no party shall
be  liable  or  bound  to  any  other  party  in  any  manner by any warranties,
representations or covenants except as specifically set forth herein or therein.

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

          7.11     Confidentiality.  For  a term of four (4) years following the
                   ---------------
execution  of  this  Agreement,  Investor  will  not make any public disclosures
about,  and  agrees  to hold in trust and strictest confidence, the Confidential
Information  (as  that  term  is defined herein) and Investor agrees not to use,
reproduce,  distribute,  disclose  or  otherwise  disseminate  the  Confidential
Information;  provided  however,  that  Investor  may  disclose  any  of  the
              --------  -------
Confidential  Information  (i)  to any of its legal and professional advisors so
long  as such advisors are made aware of and agree to comply with the provisions
of this Section 7.11, (ii) to any relevant governmental agencies but only if and
to  the  extent  necessary  to  implement  and  consummate  the  terms  of  this
Agreement;  or (iii) if legally compelled (by deposition, interrogatory, request
for  production  of  documents,  subpoena, civil investigative demand or similar
process) to disclose any of the Confidential Information, and in such case, only
after  prior written notice to the Company so that Company may seek a protective
order  or other appropriate remedy. "Confidential Information" means information
and  the compilation of information related to the operation and business of the
Company  and  the Thrift which derives economic value, actual or potential, from
not  being  generally known to or readily ascertainable by other persons who can
obtain  economic value from its disclosure or use, including without limitation,
the existence and/or contents of this Agreement or the transactions contemplated
by  this  Agreement.


                                       10
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement
as  of  the  date  first  above  written.

                                 EBANK  FINANCIAL  SERVICES,  INC.


                                 By:/s/  James  l.  Box
                                    -------------------------------------
                                         James  L.  Box
                                         Chief  Executive  Officer

                     Address:    2410  Paces  Ferry  Road,  Suite  190
                                 Atlanta,  Georgia  30339


                                 MARSHALL  INVESTMENTS,  L.P.


                                 By:/s/  Michael  P.  Marshall,  Sr.      3/4/03
                                    -------------------------------------
                                         Michael  P.  Marshall,  Sr.
                                         General  Partner

                     Address:    PMB  25121,  P.O.  Box  20,000
                                 Jackson,  Wyoming  83001


                                       11
<PAGE>
                                    EXHIBIT A
                                    ---------

1.   Private Offering Warrants
     -------------------------

     -    Warrants to purchase 1,000,000 shares of common stock which are
          immediately exercisable for $3.50 per share.

     -    Terminate on the earlier of five years after issuance or 30 days after
          the Company notifies each holder the closing price of the Company's
          common stock has equaled or exceeded $5.00 per share for 20
          consecutive days.

2.   Private Offering Warrants
     -------------------------

     -    Warrants to purchase 195,000 shares of common stock which are
          immediately exercisable for $4.00 per share.

     -    Terminate on the earlier of five years after issuance or 30 days after
          the Company notifies each holder the closing price of the Company's
          common stock has equaled or exceeded $5.50 per share for 20
          consecutive days.

3.   Guarantor Warrants
     ------------------

     -    In consideration for guaranteeing a loan, the Company granted certain
          of the directors serving at that time warrants to purchase 159,999
          shares of common stock.

     -    Warrants are immediately exercisable for $3.00 per share and expire 10
          years from the date of grant.

4.   Warrants for Services Rendered
     ------------------------------

     -    The Company issued a warrant to purchase 3,000 shares of the Company's
          common stock to one individual as compensation for services rendered.

     -    Warrants are immediately exercisable for $2.50 per share and expire
          five years from the date of grant.

5.   Warrants for Services Rendered
     ------------------------------

     -    As partial payment for services rendered by Attkisson, Carter &
          Company (formerly, Attkisson, Carter & Akers) as placement agent in
          certain private placements, the Company issued to Attkisson, Carter &
          Company and certain of its members, warrants to purchase up to 200,000
          shares of the Company's common stock.

     -    Warrants are immediately exercisable for $4.00 per share and expire
          five years from the date of grant.

6.   Options Under 1998 Stock Incentive Plan
     ---------------------------------------

     -    There are currently options issued and outstanding for 222,834 shares
          of common stock under the 1998 Stock Incentive Plan.


<PAGE>
                             SCHEDULE OF EXCEPTIONS
                             ----------------------

Section 2.2     Capital Stock.  The issued and outstanding stock of the Company
                -------------
as disclosed in Section 2.2 of the Agreement may change before the date of the
Closing due to (i) the conversion of any of the Series A preferred stock into
shares of common stock; (ii) any exchanges of certain of the warrants described
in items 1, 2 and 5 on Exhibit A for new warrants with a lower strike price of
                       ---------
1.75; (iii) issuances of, or exercises of, stock options under the Company's
1998 Stock Incentive Plan, as such plan may be amended from time to time; and
(iv) any dividend declared by the Company and paid in common stock with respect
to the Series A preferred stock.

The Company has pledged shares of the Thrift's common stock to Nexity Bank as
security for a promissory note in the principal sum of $250,000.

Section 2.5     Non-contravention.  Investor will be required to make a filing
                -----------------
with the Office of Thrift Supervision (the "OTS") before obtaining the Common
Stock (the Company will assist Investor in preparing and filing this
application).  In addition, certain of the holders of Series A preferred stock
may be required to make a filing with the OTS.


<PAGE>