<PAGE>

                                                                    Exhibit 10.2
                                PROMISSORY NOTE

<TABLE>
<CAPTION>
   Principal         Loan Date          Maturity          Loan No.         Call/Cell       Account       Officer       Initials
  $750,000.00        01/10/2002        04-24-2002        4030301101                                        TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>               <C>               <C>             <C>           <C>           <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
                   Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.   Lender:  The Bankers Bank
             366 Powder Springs Street               2410 Paces Ferry Road
             Marietta, GA 30168                      600 Paces Summit
                                                     Atlanta, GA 30339

<TABLE>
<CAPTION>
=======================================================================================
<S>                              <C>                     <C>

Principal Amount: $750,000.00    Initial Rate: 3.750%    Date of Note: January 10, 2002

</TABLE>

PROMISE TO PAY,  United Financial Group, Inc. ("Borrower") promise to pay to The
Bankers Bank ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Seven Hundred Fifty Thousand & 00/100 Dollars
($750,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance.  Interest shall be
calculated from the date of each advance until repayment of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on April 24, 2002.  In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due as
of each payment date, beginning February 10, 2002, with all subsequent interest
payments to be due on the same day of each month after that.  Unless otherwise
agreed or required by applicable law, payments will be applied first to any
unpaid collection costs and any late charges, then to any unpaid interest, and
any remaining amount to principal.  The annual interest rate for this Note is
computed on a 365/380 basis; that is, by applying the ratio of the annual
interest ratio over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding.  Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the Prime
Rate as published in the Money Rates section of the Wall Street Journal, Eastern
Edition, printed edition, (the "Index").  The Index is not necessarily the
lowest rate charged by Lender on its loans.  If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to Borrower.  Lender will tell Borrower the current Index rate upon
Borrower's request.  The interest rate change will not occur more often than
each day.  Borrower understands that Lender may make loans based on other rates
as well.  The Index currently is 4.750% per annum.  The interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 1.000
percentage point under the Index, resulting in an initial annual rate of simple
Interest of 3.750%.  NOTICE:  Under no circumstances will the interest rate on
this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT.  Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due.  Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments of accrued unpaid interest.  Rather, early payments will reduce the
principal balance due.  Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language.  If Borrower sends such a
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender.  All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to:  The Bankers Bank, 2410 Paces Ferry Road, 600 Paces Summit,
Atlanta, GA 30339.

LATE CHARGE.  If payment is 15 days or more late, Borrower will be charged
$100.00, regardless of any partial payments Lender has received.

INTEREST AFTER DEFAULT.  Upon default, including failure to pay upon final
maturity, at Lender's option, and if permitted by applicable law,  Lender may
add any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate).  Upon default, Lender, at its option, may, if permitted under applicable
law, increase the variable interest rate on this Note 3.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT.  Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment Default.  Borrower fails to make any payment when due under this
     Note.

     Other Defaults.  Borrower fail to comply with or to perform any other term,
     obligation, covenant or condition contained in this Note or in any of the
     related documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default in Favor of Third Parties.  Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may
<PAGE>

                                PROMISSORY NOTE
                                  (Continued)
Loan No: 4030301101                                                      Page 2
================================================================================

     materially affect any of Borrower's property or Borrower's ability to repay
     this Note or perform Borrower's obligations under this Not or any of the
     related documents.

     False Statements.  Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter.

     Insolvency.  The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor of Forfeiture Proceedings.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan.  This
     includes a garnishment of any of Borrower's accounts, including deposit
     accounts, with Lender.  However, this Event of Default shall not apply if
     there is a good faith dispute by Borrower as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if Borrower gives Lender written notice of the
     creditor or forfeiture proceeding and deposits with Lender monies or a
     surety bond for the creditor or forfeiture proceeding, in an amount
     determined by Lender, in its sole discretion, as being an adequate reserve
     or bond for the dispute.

     Events Affecting Guarantor.  Any of the preceding events occurs with
     respect to any Guarantor of any of the indebtedness or any Guarantor dies
     or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any guaranty of the indebtedness evidenced by this Note.
     In the event of a death, Lender, at its option, may, but shall not be
     required to, permit the Guarantor's estate to assume unconditionally the
     obligations arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure any Event of Default.

     Change in Ownership.  Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower.

     Adverse Change.  A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     this Note is impaired.

     Cure Provisions.  If any default, other than a default in payment is
     curable and if Borrower has not been given a notice of a breach of the same
     provision of this Note within the preceding twelve (12) months, it may be
     cured (and no event of default will have occurred) if Borrower, after
     receiving written notice from Lender demanding cure of such default: (1)
     cures the default within fifteen (15) days; or (2) if the cure requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in Lender's sole discretion to be sufficient to cure the default and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes, subject to any limits under applicable law, Lender's costs of
collection, including court costs and fifteen percent (15%) of the principal
plus accrued interest as attorneys' fees, if any sums owing under this Note are
collected by or through an attorney at law, whether or not there is a lawsuit,
and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals.  If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.

GOVERNING LAW.  This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Georgia.  This Note has
been accepted by Lender in the State of Georgia.

CHOICE OF VENUE.  If there is a lawsuit, Borrower agrees upon Lender's request
to submit to the jurisdiction of the courts of Cobb County, State of Georgia.

RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account).  This includes all accounts Borrower holds
jointly with someone else ad all accounts Borrower may open in future.  However,
this does not include any IRA or Keogh accounts, or any trust accounts for which
setoff would be prohibited by law.  Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the debt
against any and all such accounts.

LINE OF CREDIT.  This Note evidences a straight line of credit.  Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances.  Advances under this Note, as well as directions for payment from
Borrower's accounts, may be requested orally or in writing by the Borrower or by
an authorized person.  Lender may, but need not require that all oral requests
be confirmed in writing.  Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender.   The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer printouts.
Lender will have no obligation to advance funds under this Note if: (A) Borrower
or any guarantor is in default under the terms of this Note or any agreement
that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (B) Borrower or any guarantor ceases
doing business or its insolvent: (C) any guarantor seeks, claims or

                                       2
<PAGE>

                                PROMISSORY NOTE
                                  (Continued)
Loan No: 4030301101                                                      Page 3
================================================================================

otherwise attempts to limit, modify or revoke such guarantor's guaranties of
this Note or any other loan with Lender; or (D) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by
Lender.

ACCRUAL METHOD.  Interest will be calculated on an actual/360-day basis.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor.  Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as a maker, guarantor, accommodation maker or
endorser, shall be released from liability.  All such parties waive any right to
require Lender to take action against any other party who signs this Note as
provided in O.C.G.A.   Section 10-7-24 and agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone.  All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made.  The obligations
under this Note are joint and several.

THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

BORROWER:



UNITED FINANCIAL GROUP, INC.



By:________________________________________________(SEAL)
   Ronnie Austin, President of United Financial Group,
   Inc.


LENDER:


THE BANKERS BANK


X______________________________
Authorized Signer

================================================================================

                                       3
<PAGE>

                        CORPORATE RESOLUTION TO BORROW
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  Principal         Loan Date          Maturity         Loan No.         Call/Cell       Account      Officer      Initials
 $750,000.00       01-10-2002         04-24-2002       4030301101                                       TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>              <C>               <C>             <C>          <C>          <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
                   Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Corporation::    United Financial Group, Inc.    Lender:   The Bankers Bank
                 366 Powder Springs Street                 2410 Paces Ferry Road
                 Marietta, GA 30168                        600 Paces Summit
                                                           Atlanta, GA 30339

================================================================================

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE.  The complete and correct name of the Corporation
is United Financial Group, Inc. ("Corporation").  The Corporation is a
corporation for profit which is, and at all times shall be, duly organized,
validly existing, and in good standing under and by virtue of the laws of the
State of Georgia.  The Corporation is duly authorized to transact business in
all other states in which the Corporation is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Corporation is doing business.  Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition.  The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at 366 Powder
Springs Street, Marietta, GA 30168.  Unless the Corporation has designated
otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records.  The Corporation will notify Lender
prior to any change in the location of the Corporation's state of organization
or any change in the Corporation's name.  The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and the Corporation's business
activities.

RESOLUTIONS ADOPTED.  At a meting of the Directors of the Corporation, or if the
Corporation is a closed corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on
____________________________, at which a quorum was present and voting, or by
other duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.

OFFICER.  The following named person is an officer of United Financial Group,
Inc.:

     NAMES          TITLES     AUTHORIZED      ACTUAL SIGNATURES
     -----          ------     ----------      -----------------

     Ronnie Austin  President       Y       x_________________________

ACTIONS AUTHORIZED.  The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

     Borrower Money.  To borrow, as a cosigner or otherwise, from time to time
     from Lender, on such terms as may be agreed upon between the Corporation
     and Lender, such sum or sums of money as in his or her judgment should be
     borrowed; however, not exceeding at any one time the amount of Seven
     Hundred Fifty Thousand & 00/100 Dollars ($750,000.00).  In addition to such
     sum or sums of money as may be currently borrowed by the Corporation from
     Lender.

     Execute Notes.  To execute and deliver to Lender the promissory notes or
     notes, or other evidence of the Corporation's credit accommodations, on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any of the
     Corporation's indebtedness to Lender, and also to execute and deliver to
     Lender one or more renewals, extensions, modifications, refinancings,
     consolidations, or substitutions for one or more of the notes, any portion
     of the notes, or any other evidence of credit accommodations.

     Execute Security Documents.  To execute and deliver to Lender the forms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which Lender may require
     and which shall evidence the terms and conditions under and pursuant to
     which such liens and encumbrances, or any of them, are given; and also to
     execute and deliver to Lender any other written instruments, any chattel
     paper, or any other collateral, of any kind or nature, which Lender may
     deem necessary or proper in connection with or pertaining to the giving of
     the liens and encumbrances.

     Negotiate Items.  To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Corporation or in which the Corporation may
     have an interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the Corporation's account with Lender, or to
     cause such other disposition of the proceeds derived therefrom as he or she
     may deem advisable.

     Further Acts.  In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances under such
     lines, and in all cases, to do and perform such other acts and things, to
     pay any and all fees and costs, and to execute and deliver such other
     documents and agreements as the officer may in his or her discretion deem
     reasonably necessary or proper in order to carry into effect the provisions
     of this Resolution.
<PAGE>

                        CORPORATE RESOLUTION TO BORROW
Loan No: 4030301101              (Continued)                             Page 2
================================================================================

ASSUMED BUSINESS NAMES.  The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation.  Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
None.

NOTICES TO LENDER.  The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity: (H) change in any other aspect of the Corporation that directly
or indirectly relates to any agreements between the Corporation and Lender.  No
change in the Corporation's name or state of organization will take effect until
after Lender has received notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.  The officer named above is
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupies the position set opposite his or her respective name.  This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or evoked in any manner whatsoever.

NO CORPORATE SEAL.  The Corporation has no corporation seal, and therefore, no
seal is affixed to this Resolution.

CONTINUING VALIDITY.  Any and all acts authorized pursuant to this Resolution
and performed prior to the passage of this Resolution are hereby ratified and
approved.  This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time).  Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY WHEREOF,   I have hereunto set my hand and attest that the
signature set opposite the name listed above in his or her genuine signature.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations made
in this Resolution are true and correct.  This Corporate Resolution to Borrow is
dated ______________________.

THIS RESOLUTION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THE RESOLUTION IS
AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.


                                   CERTIFIED TO AND ATTESTED BY:


                                   _______________________________(Seal)
                                   Ronnie Austin, President



NOTE: if the officer signing this Resolution is designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.

================================================================================
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal      Loan Date         Maturity         Loan No.        Call/Cell        Account         Officer         Initials
                                                                                                        TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>              <C>             <C>              <C>             <C>             <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
               Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.    Lender:   The Bankers Bank
             366 Powder Springs Street                 2410 Paces Ferry Road
             Marietta, GA 30168                        600 Paces Summit
                                                       Atlanta, GA 30399
Guarantors:  Ronny Henderson
             366 Powder Springs Street
             Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Ronny Henderson ("Guarantor") absolutely and unconditionally
guarantees and promises to pay to The Bankers Bank ("Lender") or its order, in
legal tender of the United States of America, the Indebtedness (as that term is
defined below) of United Financial Group, Inc. ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time:  (A) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order of manner of sale thereof, including without
limitation, any non-judicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                      Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Gurantor's financial information since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of the assets
of Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness.  If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                      Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 4
================================================================================

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Ronny Henderson.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:

___________________________________________(Seal)
Ronny Henderson, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal        Loan Date          Maturity          Loan No.         Call/Cell         Account         Officer         Initials
                                                                                                              TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>               <C>              <C>               <C>             <C>             <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
                                                             or item.
                          Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.    Lender:  The Bankers Bank
             366 Powder Springs Street                2410 Paces Ferry Road
             Marietta, GA 30168                       600 Paces Summit
                                                      Atlanta, GA 30399

Guarantors:  Sergie Kouzmine
             366 Powder Springs Street
             Marietta, GA 30168
================================================================================

AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without
limitation the principal Note amount of Seven Hundred Fifty Thousand & 00/100
Dollars (750,000.00).

GUARANTY. In consideration of the sum of Five Dollars ($5.00) and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Sergie Kouzmine ("Guarantor") absolutely and unconditionally
guarantees and promises to pay to The Bankers Bank ("Lender") or its order, in
legal tender of the United States of America, the Indebtedness (as that term is
defined below) of United Financial Group, Inc. ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.

MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties. Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note. Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full. Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty. A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty, from
time to time: (A) to make one or more additional secured or unsecured loans to
Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms of the Indebtedness or any part of the Indebtedness, including increases
and decreases of the rate of interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take and hold
security for the payment of this Guaranty or the Indebtedness, and exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's
sureties, endorsers, or other guarantors on any terms or in any manner Lender
may choose; (E) to determine how, when and what application of payments and
credits shall be made on the Indebtedness (F) to apply such security and direct
the order of manner of sale thereof, including without limitation, any non-
judicial sale permitted by the terms of the controlling security agreement or
deed of trust, as Lender in its discretion may determine; (G) to sell, transfer,
assign or grant participations in all or any part of the Indebtedness; and (H)
to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 4
================================================================================

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Sergie Kouzmine.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor
     to Lender, including without limitation a guaranty of all or part of the
     Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:

______________________________________ (Seal)
Sergie Kouzmine, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal        Loan Date          Maturity          Loan No.         Call/Cell         Account         Officer         Initials
                                                                                                              TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>               <C>              <C>               <C>             <C>             <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
                                                             or item.
                          Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:   United Financial Group, Inc.       Lender: The Bankers Bank
            366 Powder Springs Street                  2410 Paces Ferry Road
            Marietta, GA 30168                         600 Paces Summit
                                                       Atlanta, GA 30399

Guarantors: Ronnie Austin
            366 Powder Springs Street
            Marietta, GA 30168
================================================================================

AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without
limitation the principal Note amount of Seven Hundred Fifty Thousand & 00/100
Dollars (750,000.00).

GUARANTY. In consideration of the sum of Five Dollars ($5.00) and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Ronnie Austin ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to The Bankers Bank ("Lender") or its order, in legal tender
of the United States of America, the Indebtedness (as that term is defined
below) of United Financial Group, Inc. ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty.

MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative. This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties. Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note. Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY. This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full. Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty. A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty, from
time to time: (A) to make one or more additional secured or unsecured loans to
Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms of the Indebtedness or any part of the Indebtedness, including increases
and decreases of the rate of interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take and hold
security for the payment of this Guaranty or the Indebtedness, and exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's
sureties, endorsers, or other guarantors on any terms or in any manner Lender
may choose; (E) to determine how, when and what application of payments and
credits shall be made on the Indebtedness (F) to apply such security and direct
the order of manner of sale thereof, including without limitation, any non-
judicial sale permitted by the terms of the controlling security agreement or
deed of trust, as Lender in its discretion may determine; (G) to sell, transfer,
assign or grant participations in all or any part of the Indebtedness; and (H)
to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 4
================================================================================

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Ronnie Austin.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:


___________________________________ (Seal)
Ronnie Austin, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal      Loan Date        Maturity        Loan No.       Call/Cell         Account         Officer         Initials
                                                                                                      TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>             <C>            <C>               <C>             <C>             <C>
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
                                                             or item.
                          Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:     United Financial Group, Inc.       Lender:   The Bankers Bank
              366 Powder Springs Street                    2410 Paces Ferry Road
              Marietta, GA 30168                           600 Paces Summit
                                                           Atlanta, GA 30399
Guarantors:   Karen Mashburn
              366 Powder Springs Street
              Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY. In consideration of the sum of Five Dollars ($5.00) and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Karen Mashburn ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to The Bankers Bank ("Lender") or its order, in legal tender
of the United States of America, the Indebtedness (as that term is defined
below) of United Financial Group, Inc. ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time:  (A) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order of manner of sale thereof, including without
limitation, any non-judicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which


<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 2
================================================================================
currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of the assets
of Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness.  If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

       Amendments. This Guaranty, together with any Related Documents,
       constitutes the entire understanding and agreement of the parties as to
       the matters set forth in this Guaranty. No alteration of or amendment to
       this Guaranty shall be effective shall be effective unless given in
       writing and signed by the party or parties sought to be charged or bound
       by the alteration or amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 3
================================================================================
       Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
       Lender's costs and expenses, including Lender's attorneys' fees and
       Lender's legal expenses, incurred in connection with the enforcement of
       this Guaranty. Lender may hire or pay someone else to help enforce this
       Guaranty, and Guarantor shall pay the costs and expenses of such
       enforcement. Costs and expenses include Lender's attorneys' fees and
       legal expenses whether or not there is a lawsuit, including attorneys'
       fees and legal expenses for bankruptcy proceedings (including efforts to
       modify or vacate any automatic stay or injunction), appeals, and any
       anticipated post-judgment collection services. Guarantor also shall pay
       all court costs and such additional fees as may be directed by the court.

       Caption Headings. Captain headings in this Guaranty are for convenience
       purposes only and are not to be used to interpret or define the
       provisions of this Guaranty.

       Governing Law. This Guaranty will be governed by, construed and enforced
       in accordance with federal law and the laws of the State of Georgia. This
       Guaranty has been accepted by Lender in the State of Georgia.

       Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
       request to submit to the jurisdiction of the courts of Cobb County, State
       of Georgia.

       Integration. Guarantor further agrees that Guarantor has read and fully
       understands the terms of this Guaranty; Guaranty has had the opportunity
       to be advised by Guarantor's attorney with respect to this Guaranty; the
       Guaranty fully reflects Guarantor's intentions and parol evidence is not
       required to interpret the terms of this Guaranty. Guarantor hereby
       indemnifies and holds Lender harmless from all losses, claims, damages,
       and costs (including Lender's attorneys' fees) suffered or incurred by
       Lender as a result of any breach by Guarantor of the warranties,
       representations and agreements of this paragraph.

       Interpretation. In all cases where there is more than one Borrower or
       Guarantor, then all words used in this Guaranty in the singular shall be
       deemed to have been used in the plural where the context and construction
       so require; and where there is more than one Borrower named in this
       Guaranty or when this Guaranty is executed by more than one Guarantor,
       the words "Borrower" and "Guarantor" respectively shall mean all and any
       one or more of them. The words "Guarantor," "Borrower," and "Lender"
       include the heirs, successors, assigns, and transferees of each of them.
       If a court finds that any provision of this Guaranty is not valid or
       should not be enforced, that fact by itself will not mean that the rest
       of this Guaranty will not be valid or enforced. Therefore, a court will
       enforce the rest of the provisions of this Guaranty even if a provision
       of this Guaranty may be found to be invalid or unenforceable. If any one
       or more of Borrower or Guarantor are corporations, partnerships, limited
       liability companies, or similar entities, it is not necessary for Lender
       to inquire into the powers of Borrower or guarantor or of the officers,
       directors, partners, managers, or other agents acting or purporting to
       act on their behalf, and any Loan indebtedness made or created in
       reliance upon the professed exercise of such powers shall be guaranteed
       under this Guaranty.

       Notices. Any notice required to be given under this Guaranty shall be
       given in writing, and shall be effective when actually delivered, when
       actually received by telefacsimile (unless otherwise required by law),
       when deposited with a nationally recognized overnight courier, or, if
       mailed, when deposited in the United States mail, as first class,
       certified or registered mail postage prepaid, directed to the addresses
       shown near the beginning of this Guaranty. Any party may change its
       address for notices under this Guaranty by giving formal written notice
       to the other parties, specifying that the purpose of the notice is to
       change the party's address. For notice purposes, Guarantor agrees to keep
       Lender informed at all times of Guarantor's current address. Unless
       otherwise provided or required by law, if there is more than one
       Guarantor, any notice given by Lender to any Guarantor is deemed to be
       notice given to all Guarantors.

       Not waiver by Lender. Lender shall not be deemed to have waived any
       rights under this Guaranty unless such waiver is given in writing and
       signed by Lender. No delay or omission on the part of Lender in
       exercising any right shall operate as a waiver of such right or any other
       right. A waiver by Lender of a provision of this Guaranty shall not
       prejudice or constitute a waiver of Lender's right otherwise to demand
       strict compliance with that provision or any other provision of this
       Guaranty. No prior waiver by Lender, nor any course of dealing between
       Lender and Guarantor, shall constitute a waiver of any of Lender's rights
       or of any of Guarantor's obligations as to any future transactions.
       Whenever the consent of Lender is required under this Guaranty, the
       granting of such consent by Lender in any instance shall not constitute
       continuing consent to subsequent instances where such consent is required
       and in all cases such consent may be granted or withheld in the sole
       discretion of Lender.

       Successors and Assigns. Subject to any limitations stated in this
       Guaranty or transfer of Guarantor's interest, this Guaranty shall be
       binding upon and inure to the benefit of the parties, their successors
       and assigns.

DEFINITIONS.  The following capitalized  words and terms shall have the
following meanings when used in this Guaranty.  Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America.  Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the
context may require.  Words and terms not otherwise defined in this guaranty
shall have the meanings attributed to such terms in the Uniform Commercial Code:

       Borrower. The word "Borrower" means United Financial Group, Inc. and all
       other persons and entities signing the Note in whatever capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                       Page 4
================================================================================
       Guarantor. The word "Guarantor" means each and every person or entity
       signing this Guaranty, including without limitation Karen Mashburn.

       Guaranty. The word "Guaranty" means the guaranty from Guarantor to
       Lender, including without limitation a guaranty of all or part of the
       Note.

       Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
       Lender as more particularly described in this Guaranty.

       Lender. The word "Lender" means The Bankers Bank, its successors and
       assigns.

       Note. The word "Note" means the promissory note dated January 10, 2002,
       in the original principal amount of $750,000.00 from Borrower to Lender,
       together with all renewals of, extensions of, modifications of,
       refinancings of, consolidations of, and substitutions for the promissory
       note or agreement.

       Related Documents. The words "Related Documents" mean all promissory
       notes, credit agreements, loan agreements, environmental agreements,
       guaranties, security agreements, mortgages, deeds of trust, security
       deeds, collateral mortgages, and all other instruments, agreements and
       documents, whether now or hereafter existing, executed in connection with
       the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:


______________________________________________ (Seal)
Karen Mashburn, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

   Principal        Loan Date          Maturity          Loan No.         Call/Cell         Account         Officer         Initials
                                                                                                              TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>              <C>               <C>               <C>            <C>              <C>
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item.
                          Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Borrower:    United Financial Group, Inc.       Lender:    The Bankers Bank
             366 Powder Springs Street                     2410 Paces Ferry Road
             Marietta, GA 30168                            600 Paces Summit
                                                           Atlanta, GA 30399

Guarantors:  Wayne Victor Mitsch
             366 Powder Springs Street
             Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Wayne Victor Mitsch  ("Guarantor") absolutely and unconditionally
guarantees and promises to pay to The Bankers Bank ("Lender") or its order, in
legal tender of the United States of America, the Indebtedness (as that term is
defined below) of United Financial Group, Inc. ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time:  (A) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order of manner of sale thereof, including without
limitation, any non-judicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)

Loan No: 4030301101                                                       Page 2
================================================================================
currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)

Loan No: 4030301101                                                       Page 3
================================================================================
     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

            Borrower. The word "Borrower" means United Financial Group, Inc. and
            all other persons and entities signing the Note in whatever
            capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)

Loan No: 4030301101                                                       Page 4
================================================================================
     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Wayne Victor Mitsch.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:


______________________________________________ (Seal)
Wayne Victor Mitsch, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal        Loan Date        Maturity         Loan No.        Call/Cell        Account         Officer        Initials
                                                                                                         TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>              <C>             <C>              <C>             <C>            <C>
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
                 Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.     Lender:   The Bankers Bank
             366 Powder Springs Street                  2410 Paces Ferry Road
             Marietta, GA 30168                         600 Paces Summit
                                                        Atlanta, GA 30399
Guarantors:  Simon Shulov
             366 Powder Springs Street
             Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Simon Shulov  ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to The Bankers Bank ("Lender") or its order, in legal tender
of the United States of America, the Indebtedness (as that term is defined
below) of United Financial Group, Inc. ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time:  (A) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order of manner of sale thereof, including without
limitation, any non-judicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                      Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of the assets
of Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness.  If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

                                       2
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                      Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS.  The following capitalized  words and terms shall have the
following meanings when used in this Guaranty.  Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America.  Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the
context may require.  Words and terms not otherwise defined in this guaranty
shall have the meanings attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.

                                       3
<PAGE>

                              COMMERCIAL GUARANTY
                                  (continued)
Loan No: 4030301101                                                      Page 4
================================================================================

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Simon Shulov.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:

______________________________________________ (Seal)
Simon Shulov, Individually

                                       4
<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal        Loan Date          Maturity          Loan No.         Call/Cell         Account         Officer         Initials
                                                                                                              TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>               <C>              <C>               <C>             <C>             <C>
                    References in the shaded area are for Lender's use only and do not limit the applicability
                                         of this document to any particular loan or item.
                             Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.    Lender:  The Bankers Bank
             366 Powder Springs Street                2410 Paces Ferry Road
             Marietta, GA 30168                       600 Paces Summit
                                                      Atlanta, GA 30399
Guarantors:  Richard Henderson
             366 Powder Springs Street
             Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Richard Henderson  ("Guarantor") absolutely and unconditionally
guarantees and promises to pay to The Bankers Bank ("Lender") or its order, in
legal tender of the United States of America, the Indebtedness (as that term is
defined below) of United Financial Group, Inc. ("Borrower") to Lender on the
terms and conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty, from
time to time: (A) to make one or more additional secured or unsecured loans to
Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms of the Indebtedness or any part of the Indebtedness, including increases
and decreases of the rate of interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take and hold
security for the payment of this Guaranty or the Indebtedness, and exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's
sureties, endorsers, or other guarantors on any terms or in any manner Lender
may choose; (E) to determine how, when and what application of payments and
credits shall be made on the Indebtedness (F) to apply such security and direct
the order of manner of sale thereof, including without limitation, any non-
judicial sale permitted by the terms of the controlling security agreement or
deed of trust, as Lender in its discretion may determine; (G) to sell, transfer,
assign or grant participations in all or any part of the Indebtedness; and (H)
to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
Loan No. 4030301101               (continued)                             Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in
Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of the assets
of Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness.  If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.
<PAGE>

                              COMMERCIAL GUARANTY
Loan No. 4030301101               (continued)                             Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS.  The following capitalized  words and terms shall have the
following meanings when used in this Guaranty.  Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America.  Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the
context may require.  Words and terms not otherwise defined in this guaranty
shall have the meanings attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.
<PAGE>

                              COMMERCIAL GUARANTY
Loan No. 4030301101               (Continued)                             Page 4
================================================================================

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Richard Henderson.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:


________________________________________ (Seal)
Richard Henderson, Individually
<PAGE>

                             COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   Principal        Loan Date          Maturity          Loan No.         Call/Cell         Account         Officer         Initials
                                                                                                              TMD
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>                <C>              <C>               <C>             <C>             <C>
                  References in the shaded area are for Lender's use only and do not limit the applicability of
                                           this document to any particular loan or item.
                             Any item above containing *** has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:    United Financial Group, Inc.      Lender:  The Bankers Bank
             366 Powder Springs Street                  2410 Paces Ferry Road
             Marietta, GA 30168                         600 Paces Summit
                                                        Atlanta, GA 30399
Guarantors:  Jeffrey Lake
             366 Powder Springs Street
             Marietta, GA 30168

================================================================================

AMOUNT OF GUARANTY.  This is a guaranty of payment of the Note, including
without limitation the principal Note amount of Seven Hundred Fifty Thousand &
00/100 Dollars (750,000.00).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by Guarantor and to induce Lender to make loans or otherwise extend
credit to Borrower, or to renew or extend in whole or in part any existing
indebtedness of Borrower to Lender, or to make other financial accommodations to
Borrower, Jeffrey Lake  ("Guarantor") absolutely and unconditionally guarantees
and promises to pay to The Bankers Bank ("Lender") or its order, in legal tender
of the United States of America, the Indebtedness (as that term is defined
below) of United Financial Group, Inc. ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty shall
not exceed at any one time the amount of the Indebtedness described herein, plus
all costs and expenses of (A) enforcement of this Guaranty and (B) collection
and sale of any collateral securing this Guaranty.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, Lender's rights under all guaranties shall
be cumulative.  This Guaranty shall not (unless specifically provided below to
the contrary) affect or invalidate any such other guaranties.  Grantor's
liability will be Guarantor's aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.

INDEBTENESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty includes
the Note, including (a) all principal, (b) all interest, (c) all late charges,
(d) all loan fees and loan charges, and (e) all collection costs and expenses
relating to the Note or to any collateral for the Note.  Collection costs and
expenses include without limitation all of Lender's attorneys' fees.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all of Guarantor's other
obligations under this Guaranty shall have been performed in full.  Release of
any of the guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A revocation
Lender receives from any one or more Guarantors shall not affect the liability
of any remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time:  (A) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order of manner of sale thereof, including without
limitation, any non-judicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (A) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which
<PAGE>

                              COMMERCIAL GUARANTY
Loan N0: 4030301101               (Continued)                             Page 2
================================================================================

currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly
present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred since the
date of the most recent financial statements provided to Lender and no event has
occurred which may materially adversely affect Guarantor's financial condition;
(H) no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or
threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means
of obtaining from Borrower on a continuing basis information regarding
Borrower's financial condition. Guarantor agrees to keep adequately informed
from such means of any facts, events, or circumstances which might in any way
affect Guarantor's risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to
Guarantor any information or documents acquired by Lender in the course of its
relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal
property security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (F) to pursue any other
remedy within Lender's power; or (G) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of (A)
the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to
require Lender to take action against Borrower or any "one action" or "anti-
deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (B) any election of remedies by Lender which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower of reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (C) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to
claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced, there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (F) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER.  Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law.  If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower.  In the event of insolvency and consequent liquidation of the assets
of Borrower, through bankruptcy, by an assignment for the benefit of creditors,
by voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness.  If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     Amendments. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.
<PAGE>

                              COMMERCIAL GUARANTY
Loan N0: 4030301101               (Continued)                             Page 3
================================================================================

     Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Guaranty. Lender may hire or pay someone else to help enforce this
     Guaranty, and Guarantor shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Guarantor also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Captain headings in this Guaranty are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Guaranty.

     Governing Law. This Guaranty will be governed by, construed and enforced in
     accordance with federal law and the laws of the State of Georgia. This
     Guaranty has been accepted by Lender in the State of Georgia.

     Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of Cobb County, State
     of Georgia.

     Integration. Guarantor further agrees that Guarantor has read and fully
     understands the terms of this Guaranty; Guaranty has had the opportunity to
     be advised by Guarantor's attorney with respect to this Guaranty; the
     Guaranty fully reflects Guarantor's intentions and parol evidence is not
     required to interpret the terms of this Guaranty. Guarantor hereby
     indemnifies and holds Lender harmless from all losses, claims, damages, and
     costs (including Lender's attorneys' fees) suffered or incurred by Lender
     as a result of any breach by Guarantor of the warranties, representations
     and agreements of this paragraph.

     Interpretation. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. If a court
     finds that any provision of this Guaranty is not valid or should not be
     enforced, that fact by itself will not mean that the rest of this Guaranty
     will not be valid or enforced. Therefore, a court will enforce the rest of
     the provisions of this Guaranty even if a provision of this Guaranty may be
     found to be invalid or unenforceable. If any one or more of Borrower or
     Guarantor are corporations, partnerships, limited liability companies, or
     similar entities, it is not necessary for Lender to inquire into the powers
     of Borrower or guarantor or of the officers, directors, partners, managers,
     or other agents acting or purporting to act on their behalf, and any Loan
     indebtedness made or created in reliance upon the professed exercise of
     such powers shall be guaranteed under this Guaranty.

     Notices. Any notice required to be given under this Guaranty shall be given
     in writing, and shall be effective when actually delivered, when actually
     received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Guaranty. Any party may change its address for notices
     under this Guaranty by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Guarantor agrees to keep Lender informed at all times
     of Guarantor's current address. Unless otherwise provided or required by
     law, if there is more than one Guarantor, any notice given by Lender to any
     Guarantor is deemed to be notice given to all Guarantors.

     Not waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Guaranty unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Guaranty shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Guaranty. No prior waiver by
     Lender, nor any course of dealing between Lender and Guarantor, shall
     constitute a waiver of any of Lender's rights or of any of Guarantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Guaranty, the granting of such consent by Lender in
     any instance shall not constitute continuing consent to subsequent
     instances where such consent is required and in all cases such consent may
     be granted or withheld in the sole discretion of Lender.

     Successors and Assigns. Subject to any limitations stated in this Guaranty
     or transfer of Guarantor's interest, this Guaranty shall be binding upon
     and inure to the benefit of the parties, their successors and assigns.

DEFINITIONS.  The following capitalized  words and terms shall have the
following meanings when used in this Guaranty.  Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful
money of the United States of America.  Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the
context may require.  Words and terms not otherwise defined in this guaranty
shall have the meanings attributed to such terms in the Uniform Commercial Code:

     Borrower. The word "Borrower" means United Financial Group, Inc. and all
     other persons and entities signing the Note in whatever capacity.

     Guarantor. The word "Guarantor" means each and every person or entity
     signing this Guaranty, including without limitation Jeffrey Lake.
<PAGE>

                              COMMERCIAL GUARANTY
Loan N0: 4030301101               (Continued)                             Page 4
================================================================================

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
     Lender as more particularly described in this Guaranty.

     Lender. The word "Lender" means The Bankers Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated January 10, 2002, in
     the original principal amount of $750,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS.  IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS
GUARANTY IS DATED JANUARY 10, 2002.

THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GUARANTOR:


_________________________________ (Seal)
Jeffrey Lake, Individually