EXHIBIT 10.6


STATE OF GEORGIA  ]
                  ]
COUNTY OF BULLOCH ]


                              AMENDED AND RESTATED
                               OPTION TO PURCHASE
                             (AND CONTRACT TO SELL)
                                   REAL ESTATE

         THIS AMENDED AND RESTATED OPTION TO PURCHASE AND CONTRACT TO SELL REAL
ESTATE is made and entered into this 9th day of July 2001, by and among WILLIAM
R. LOVETT, BETTY LOVETT ROCKETT, CHARLES W. ROCKETT and JOYCE S. LOVETT
(hereinafter collectively referred to as "Seller"); and FSNB, LLC, a Georgia
limited liability company having its principal place of business in Statesboro
(hereinafter referred to as "Purchaser").

                               W I T N E S E T H:

         WHEREAS, the Seller is the owner of that certain tract or parcel of
land located in the 1209th G. M. District of Bulloch County, Georgia, more
particularly described on that certain plat of survey by Lamar O. Reddick &
Associates, dated August 1, 1983, a copy of which is attached hereto as Exhibit
"A", containing 0.748 acres, and being bounded now or formerly as follows: North
by lands of Mrs. M.B. Hendricks, Jr., Mrs. Ann F. Hook, and Mrs. Louise B.
Simmons (now owned by Cecil and Marjorie Kennedy); East by the right of way of
South Main Street; South by lands of F.C. Parker; and West by the right of way
of South Walnut Street. Such property is the property on which the Bates
Apartment building is located. Said afore described property, together with all
improvements, fixtures, plants and trees situated thereon, and all
hereditaments, appurtenances, rights, permits, licenses, easements and
rights-of-way incident and appurtenant thereto shall be referred to herein as
the "Property"; and

         WHEREAS, by Agreement dated February 2, 2001, William R. Lovett and
Betty Lovett Rockett granted an option for the purchase of the Property to
Jeffrey D. Pope (the "Original Option"); and

         WHEREAS, by Transfer and Assignment dated April 20, 2001, Jeffrey D.
Pope transferred and assigned all of his rights and obligations under the
Original Option to First Southern National Bank (proposed), its organizers,
directors, successors, representatives and assigns (the "Bank"); and

         WHEREAS, the Bank assigned its rights and obligations under the
Original Option to FSNB, LLC, a Georgia limited liability company which has been
formed by the organizers of the Bank for the purpose of conducting business
prior to the commencement of operations of the

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Bank; and

         WHEREAS, FSNB, LLC has caused a title search to be conducted on the
Property and believes that Joyce Lovett and Charles W. Rockett may also have an
ownership interest in the Property; and

         WHEREAS, the parties desire to clarify the identities of the Purchaser
and Seller of the Property as set forth above; and

         WHEREAS, Seller has indicated to Purchaser that it intends to demolish
and remove the structures located on the Property to achieve the highest and
best use of the Property as a commercial building site; and

         WHEREAS, in consideration for an extension of the exercise time of its
option to purchase the Property, Purchaser has agreed to increase the Purchase
Price to cover Seller's expenditures for its desired removal of the existing
structures; and

         WHEREAS, the parties desire to grant enter into a new Agreement
regarding the revised terms and conditions of the option to purchase of the
Property which shall supercede the Original Option.

         NOW, THEREFORE, for and in consideration of the Earnest Money described
in Paragraph 2 below, the parties' mutual desire to amend and clarify the
provisions of the Original Option and for other good and valuable consideration,
in hand paid by Purchaser to Seller, the receipt and sufficiency of which is
hereby acknowledged, and in consideration of the mutual promises, covenants and
conditions contained herein, the Seller and Purchaser hereby agree as follows:

         1. OPTION TO PURCHASE REAL ESTATE. The Seller does hereby give and
grant unto the Purchaser, its successors and assigns, the exclusive right and
option to purchase all of the Property on the terms and conditions set forth in
this Agreement. Should Purchaser fail to exercise the option prior to the
Expiration Time, except as otherwise set forth in Section 12, the Purchaser
shall forfeit all Earnest Money paid to Seller as described more fully in
Paragraph 2.

         2. EARNEST MONEY. Purchaser and Seller acknowledge that Purchaser has
paid to Seller the sum of THIRTY THOUSAND AND NO/100 ($30,000.00) DOLLARS as
Earnest Money in consideration for the option to purchase the Property on the
terms and conditions set forth in this Agreement. Said sum of $30,000.00 shall
be referred to hereinafter as the "Earnest Money." Said Earnest Money shall be
retained by Seller as consideration for the option granted to Purchaser to
purchase the Property, whether or not the option is exercised prior to the
Expiration Time, except as otherwise set forth in Sections 8 and 12. In the
event Purchaser does exercise the option to purchase the Property, the Earnest
Money will be applied to the

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Purchase Price, as described more fully in Section 3.

         3. PURCHASE PRICE AND TIME OF PAYMENT. If the option granted to the
Purchaser to purchase the Property is exercised, the total purchase price for
the Property payable from the Purchaser to the Seller at the closing of the sale
of the Property (hereinafter referred to as the "Purchase Price") shall be Three
Hundred Four Thousand Five Hundred and No/100 ($304,500.00) DOLLARS, and shall
be payable as follows:

                  (a) The Earnest Money paid by the Purchaser to the
Seller shall be credited against the portion of the Purchase Price paid at the
closing of the transaction contemplated by this Agreement (hereinafter referred
to as the "Closing").

                  (b) The balance of the Purchase Price shall be paid in
certified or other readily available funds at the time of Closing.

Notwithstanding the foregoing, in the event that Seller shall utilize a
contractor approved by Purchaser to conduct the demolition activities on the
Property, Purchaser shall reimburse Seller for any out of pocket expenses
relating to the demolition exceeding $4,500.00. Purchaser agrees that it shall
pay all tippage fees related to the disposal of the structures.

         4. TERM. The option granted to Purchaser pursuant to this Agreement
shall be effective from the date of this Agreement until 5:00 p.m. on Friday,
September 28, 2001 (the "Expiration Time"). If not exercised as set forth in
Paragraph 5 by the Expiration Time, said option shall expire and Seller shall be
entitled to retain the Earnest Money as well as the liquidated damages described
in Section 26, except as otherwise set forth in Section 12.

         5. EXERCISE. At any time prior to the Expiration Time, Purchaser may
exercise the option to purchase the Property by a writing delivered to Seller as
provided in Paragraph 15 below.

         6. CONTRACT UPON EXERCISE; DUTIES OF PARTIES UPON EXERCISE. Upon
exercise of the option, the terms of purchase and sale shall be as set forth in
this Agreement, including any exhibits or addenda hereto, all of which are
incorporated herein by reference. Seller acknowledges that it is Seller's
intention to demolish all structures located on the Property. In connection
therewith:

         (A) Seller agrees as follows:

              (1) Immediately upon exercise of the option by Purchaser,
                  Seller shall make arrangements mutually satisfactory to Seller
                  and Purchaser for the Bates Apartment building and the storage
                  structure on the Property to be demolished prior to the
                  closing of the purchase of the Property by Purchaser. The
                  demolition of the structures shall be completed within ten
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                  (10) days of the exercise of the option by Purchaser.
                  Purchaser and Seller shall mutually determine the identity of
                  the persons or entities to conduct the demolition and removal
                  of the structures and the timing of the demolition. In the
                  event Seller does not permit Purchaser to approve the
                  selection of the contractor to conduct the demolition
                  activities, Purchaser shall not be liable to Seller for any
                  costs of demolition exceeding $4,500.00.

             (ii) Following the demolition, Seller shall close the sale of
                  the Property to Purchaser on the terms and conditions
                  described below.

         (B) Purchaser agrees as follows:

              (i) Within ten (10) days of the exercise of the option, but in
                  any event prior to commencement of the demolition activities
                  contemplated above, Purchaser shall deliver the entire
                  Purchase Price (less the Earnest Money previously paid to
                  Seller) to Bob Lovett, Esq., Macon, Georgia, as escrow agent
                  ("Escrow Agent"). The Escrow Agent shall hold such Purchase
                  Price in escrow until the closing. Purchaser and Seller agree
                  to execute a reasonable escrow agreement if required by the
                  Escrow Agent.

             (ii) Purchaser agrees that it shall close the purchase of the
                  Property not more than three (3) business days from the date
                  that the demolition activities (excluding removal activities)
                  are completed on the Property. Demolition activities shall be
                  deemed to be complete when both structures have been razed but
                  shall not include removal activities.

            (iii) Purchaser also agrees to reimburse Seller for all lost
                  rentals from the date the demolition activities commence until
                  the date of Closing. Lost rentals shall be calculated based on
                  the per diem apartment rental rates charged by Seller during
                  the 2000-2001 lease term for the Bates Apartments. Purchaser
                  shall not be liable to Seller for any lost rentals from the
                  date following the date of exercise of the option through the
                  date demolition activities commence, it being understood that
                  any such delay shall be occasioned by Purchaser's agreement to
                  allow Seller to retrieve certain items from the Property as
                  set forth in Section 27 below.

         7. CLOSING/CLOSING DATE. As set forth above, closing of the transaction
which is contemplated by this option to purchase shall take place not later than
three (3) business days from the date that demolition activities are completed
on the Property.

         8. EXAMINATION OF TITLE. At Closing, Seller agrees to furnish a good,
marketable, fee simple title to the Purchaser subject to the approval of
Purchaser's attorney. If

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defects are found in the examination of title by Purchaser's attorney, Seller
shall be furnished with a written statement thereof, and this Agreement will
thereby be automatically extended without further action on the part of the
parties, for a period of thirty (30) days from the Expiration Time specified in
Paragraph 4, within which time such defect shall be remedied by Seller unless
such extension would be materially prejudicial to Purchaser, in which case the
Earnest Money shall be returned to Purchaser and this Agreement shall terminate
without further obligation by either party. It is understood and agreed that
marketability of the title herein required to be furnished by the Seller shall
be determined in accordance with Georgia law as supplemented by the Title
Standards of the State Bar of Georgia. It is also agreed that any defect in
title which comes within the scope of any of said Title Standards shall not
constitute a valid objection on the part of the Purchaser, provided the Seller
furnishes affidavits or other title papers, if any, required in the applicable
standards to cure such defect.

         9. POSSESSION OF THE PROPERTY. At Closing, Seller shall deliver to
Purchaser possession of the Property.

         10. INSPECTION OF PROPERTY. Purchaser, personally or through agents,
employees, or contractors may go upon the Property following the execution of
this Agreement and through the Expiration Time to inspect the Property, to
conduct such soil, engineering, environmental, "wetlands" and other tests,
investigations and analyses of the Property as Purchaser deems appropriate.
Seller hereby agrees to cooperate fully with Purchaser and Purchaser's agents so
as to allow Purchaser and Purchaser's agents the reasonable opportunity to
inspect the Property and any other information respecting the Property.
Purchaser shall pay all of his costs incurred in making such surveys,
inspections, tests, analyses and investigations, and Purchaser, at his own
expense, shall be responsible for the repair of any damages to the Property
incurred by reason of Purchaser's inspection of the Property.

         11. DELIVERIES AT CLOSING. On the closing date, the Closing shall occur
as follows, subject to the satisfaction of all of the terms and conditions of
this Agreement:

                  (a) Seller shall convey to Purchaser, without exception for
any title objections other than permitted title exceptions set forth in Exhibit
"B", marketable fee simple title to the Property by limited warranty deed, duly
executed and in recordable form.

                  (b) Seller shall deliver possession of the Property to
Purchaser at Closing.

                  (c) Seller shall deliver to Purchaser an affidavit concerning
(i) the lack of existence of any boundary line disputes concerning the Property
(except with respect to the driveway agreement set forth on Exhibit "B" hereto);
(ii) the lack of the existence of any person, other than Seller, being in
possession of the Property and the lack of any other person having any right to
possess the Property (except as set forth in Section 26 and Exhibit "B" hereto);
(iii) the making of or payment for any improvements or repairs by or for the
account of, or at the

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insistence of Seller to or on the Property within three (3) months prior to the
date of Closing; (iv) the lack of the existence of any legal proceedings against
Seller which could affect Seller's title to the Property or the right or power
of Seller to convey the Property to Purchaser in accordance with this Agreement;
and (v) any other matters reasonably required by Purchaser or Purchaser's title
insurer.

                  (d) Seller shall deliver to Purchaser an affidavit in form
satisfactory to Purchaser to the effect that Seller is not a foreign person,
corporation, foreign partnership, foreign trust or foreign estate for the
purposes of Section 1445 of the Internal Revenue Code to establish that
Purchaser has no obligation under such law to withhold and pay over to the
Internal Revenue Service any part or the amount realized as shall be reasonably
necessary for the consummation of this transaction.

                  (e) Seller and Purchaser shall deliver to each other such
other instruments and documents as shall be reasonably necessary for the
consummation of this transaction.

                  (f) At the Closing, upon Seller's delivery of the general
warranty deed, affidavits and other documents (if any) required under any other
terms of this Agreement, Purchaser shall pay the entire Purchase Price due at
Closing to Seller, as set forth in Paragraph 3 of this Agreement.

                  (g) Purchaser shall pay (i) all costs of title examination and
certification and all premiums for title insurance obtained by Purchaser on the
general warranty deed; (ii) costs of recording the general warranty deed, any
and all necessary easements and notice of option; (iii) fees and expenses of
Purchaser's attorneys; and (iv) all other costs incurred by Purchaser. Seller
shall pay (i) State of Georgia transfer tax (due on the conveyance of the
property; (ii) all costs and expenses incurred to clear title to the property;
and (iii) all other costs incurred by Seller.

                  (h) All ad valorem property taxes affecting the Property for
the calendar year of the Closing shall be prorated between Seller and Purchaser
as of the closing date. All ad valorem property taxes with respect to the
Property required to be paid under applicable law prior to Closing shall be paid
by Seller, even if assessed after the Closing. Any and all rollback taxes,
special assessments, or other retroactive assessments which are made with
respect to the Property and for any period of time prior to Closing shall be
paid by Seller, even if assessed after Closing. In the event that the bill(s)
for ad valorem property taxes affecting the Property for the calendar year of
the Closing is not available at the time of the Closing, the proration shall be
based upon either the tax bill for the immediately preceding year or the current
millage rate and valuation, if available. In the event that upon the
availability of tax information for the calendar year of the Closing this
proration shall result in a malapportionment of ad valorem taxes, the parties
shall reapportion the taxes between themselves, with any deficiency being paid
on demand to the other party receiving the detriment of the malapportionment.


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<PAGE>


         12. CONDITIONS PURSUANT TO WHICH PURCHASER SHALL BE ENTITLED TO RETURN
OF EARNEST MONEY. In the event that Purchaser shall fail to exercise the option
to purchase the Property prior to the Expiration Time, Purchaser shall forfeit
the Earnest Money to Seller unless one or more of the following conditions have
occurred and are continuing as of the Expiration Time:

                  (a) Seller has materially breached its representations and
warranties contained in this Agreement and fails to cure such breach within ten
(10) days after being notified of said breach. In such event, Purchaser shall be
entitled to a full refund of all Earnest Money; or

                  (b) Seller cannot convey marketable title to Property as set
forth in Section 8 hereof.

         13. REPRESENTATIONS AND WARRANTIES. Seller warrants and represents to
Purchaser as follows:

                  (a) Seller owns unencumbered fee simple title to the Property,
free and clear of all restrictions, liens, encumbrances, easements, leases,
tenancies, encroachments, financing statements and agreements; and Seller will
at the time of Closing convey marketable fee simple title to the Property to
Purchaser by limited warranty deed, free and clear of all title objections,
restrictions, liens, encumbrances, easements, leases, tenancies, encroachments,
financing statements and agreements, except those permitted title exceptions set
forth in Exhibit "B" hereto.

                  (b) There are no service contracts, maintenance contracts or
other agreements which burden the Property, and the Property is free from any
use and occupancy restrictions.

                  (c) Seller is not a party to any litigation or administrative
proceeding affecting the Property or any part thereof or affecting Seller's
right to sell the Property or any interest therein, and there is no pending or
threatened litigation or administrative proceedings affecting the Property or
any part thereof or affecting Seller's right to sell the Property or any
interest therein. Seller shall give Purchaser notice of the institution of any
such proceedings, or of its knowledge of any such threatened proceedings within
five (5) days after Seller receives notice of the institution of threat of such
proceeding, and in any event prior to Closing.

                  (d) Seller agrees not to alter or encumber in any way Seller's
title to the Property after the date first above written without the prior
written consent of Purchaser.

                  (e) All work done or materials furnished by or on behalf of
Seller with respect to the Property will, at the time of Closing, have been paid
for in full.

                  (f) The execution and consummation of this Agreement will not
violate any

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judgment, order, decree or contract of which Seller is a party.

                  (g) Seller is not a party to, and shall not enter in to any
other contract, written or verbal, to sell the Property while this Agreement is
in force.

                  (h) No dispute exists concerning the location of the boundary
lines and corners of the Property.

                  (i) The Property, nor any portion thereof, is or will be at
the time of Closing, subject to a claim of adverse possession and no party other
than Seller is in possession of the Property, except with respect to the leases
set forth in Section 26 and Exhibit "B" hereto.

                  (j) Except as set forth in Section 26 and Exhibit "B" hereto,
there are no leases or tenancies which affect the Property, and so long as this
Agreement remains in force, Seller will not lease or convey any portion of the
Property or any rights therein nor enter into any additional agreements or
amendments to any agreements granting to any person or entity any right with
respect to the Property or any part hereof.

                  (k) No assessments for taxes or other assessments have been
made against the Property which are unpaid, except for ad valorem taxes for the
current year, whether or not such assessments have become liens on the Property.

                  (l) The Property is in compliance with all applicable laws,
ordinances, rulings regulations and codes, including, but not limited to, the
Property being in compliance with all zoning ordinances. To the best knowledge
and belief of the Seller, the Property is in compliance with all state and
federal environmental protection laws and regulations. Seller or Seller's agents
have received no notices from any governmental agency of any violation of the
foregoing that have not been heretofore corrected.

         14. BROKERS COMMISSION. Each party warrants and represents to the other
that such party has not employed or dealt with a real estate broker or agent in
connection with the transaction contemplated hereby. The parties covenant and
agree, each to the other, to indemnify the other against any loss, liability,
costs, claims, demands, damages, actions, causes of action, and suits arising
out of or in any manner related to the alleged employment or use by the
indemnifying party of any real estate broker or agent.

         15. NOTICES. Any notices, requests, or other communications required or
permitted to be given hereunder shall be in writing and shall be delivered (i)
by U.S. Registered or Certified Mail, Return Receipt Requested, postage prepaid,
(ii) by delivery via a nationally recognized overnight courier service that
obtains receipts or a recognized same-day courier service that obtains receipts,
or (iii) by hand delivery. Each notice shall be addressed to each party at its
address set forth below, or such other addresses as may be changed by the
parties by written notice as herein provided. Any such notice, request, or other
communication shall be

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<PAGE>

considered given or delivered, as the case may be, on the date of courier
delivery, upon confirmation, or on the third day after the date of deposit in
the U.S. mail as to notices sent only by certified mail.

               Purchaser:       F. Thomas David, President
                                FSNB, LLC
                                P.O. Box 567
                                Statesboro, Georgia 30459


               With a copy to:  Laura Marsh
                                Franklin, Taulbee, Rushing, Snipes & Marsh, P.C.
                                12 Siebald Street
                                P.O.  Box 327
                                Statesboro, GA 30459

               Seller:          Mr. William R. Lovett and Mrs. Betty L. Rockett
                                ______________________________
                                ______________________________

               With a copy to:  Bob Lovett
                                ______________________________
                                ______________________________


         16. TIME OF THE ESSENCE. Time is of the essence hereof.


         17. SURVIVAL OF AGREEMENT. All the terms and conditions of this
Agreement not performed at or prior to Closing shall survive the Closing
hereunder and shall not be merged into the closing documents.

         18. ENTIRE AGREEMENT. This Agreement, and the Exhibits and Addenda
hereto, which are incorporated by reference herein, constitute the sole and
entire agreement between the Purchaser and the Seller and no modification of
this Agreement shall be binding unless attached hereto and executed by all
parties to this Agreement. No representation, promise, or inducement not
included in this Agreement shall be binding upon any party hereto, except by a
written modification or Addenda to this Agreement executed by all parties
hereto.

         19. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto, and their respective successors and
assigns. Either party may assign its rights and duties under this Agreement
provided that any assignee of such party's rights and duties becomes bound to
perform the terms and conditions hereof.

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<PAGE>


         20. GOVERNING LAW. This Agreement is being delivered and is intended to
be performed in the State of Georgia and shall be construed and enforced in
accordance with the laws of the State of Georgia.

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

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

         23. COOPERATION IN TAX DEFERRED EXCHANGE. A material part of the
consideration to each of Seller and Purchaser is that either party has the
option to qualify this transaction as part of a tax deferred exchange under
Section 1031 of the Internal Revenue Code. Each party agrees to cooperate in an
exchange by the other party provided such party incurs no additional liability,
costs, or expenses.

         24. PERMITTED ASSIGNMENTS. In addition to the other terms of this
Agreement, both parties specifically reserve the right to assign his/her/its
rights, obligations and duties under this Agreement to a qualified intermediary
within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4).

         25. TIME OFFER OF OPTION SHALL EXPIRE. If this proposed option shall
not be accepted by Seller prior to 5:00 p.m. on February 5, 2001, as shall be
indicated by Sellers' signatures below being delivered to Purchaser as indicated
in Section 15, any offer created thereby shall be rescinded and shall terminate
at such time.

         26. LEASES AFFECTING PROPERTY; LIQUIDATED DAMAGES FOR LOST RENTALS IF
OPTION NOT EXERCISED BY PURCHASER. Purchaser and Seller acknowledge that the
improvements located on the Property are used for operating an apartment
building. Seller represents that all tenants have annual leases which are due to
expire on July 31, 2001. Seller agrees Seller shall allow all present leases on
the Property to lapse and shall not renew any leases nor enter into any new
leases during the term of the option granted hereunder. Purchaser and Seller
acknowledge that in the event the Property is not purchased by Purchaser prior
to August 1, Seller will incur losses for lost rental with respect to its
apartment building. In consideration for Seller's agreement not to renew or
release the Bates Apartment building leases during the option term, Purchaser
agrees that it will reimburse Seller for all lost rentals prior to the time the
option is exercised and for any days between the date the structures are
demolished and the closing date. All lost rentals shall be calculated

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<PAGE>

based on rental amounts for the Bates Apartments for the 2000-2001 lease term.
Seller shall not be entitled to reimbursement for lost rentals for any days
between the date following the exercise of the option and the date preceding the
commencement of demolition as such time period is granted to Seller for the
purpose of allowing Seller to remove certain items from the Property pursuant to
Section 27 below.


         27. PERSONALTY TO BE REMOVED AND RETAINED BY SELLER. Following the
exercise of the option by Purchaser, Seller shall have not more than ten (10)
days from the later of the date of the exercise of the option or July 31, 2001,
to remove the following items of personalty from the Property:

         (a)      Swing on front porch
         (b)      Urns on front porch
         (c)      All refrigerators
         (d)      All stoves
         (e)      Any furnishings and furniture not attached to the house
         (f)      All ceiling fans
         (g)      All draperies, blinds and window treatments (not to include
                  actual windows)
         (h)      All items in storage room
         (i)      Air conditioning units.

Following removal by Seller of such items during the time period specified
above, such items shall become the sole property of Seller. In the event that
such items shall not be removed during the time period specified above, such
items shall remain with the Property and be purchased by Purchaser as part of
the Purchase Price.

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<PAGE>





         IN WITNESS WHEREOF, this Agreement has been executed by the parties
under seal the day and year first above written.

                                         /s/ WILLIAM R. LOVETT
                                         ------------------------------------
                                         WILLIAM R. LOVETT

                                         /s/ JOYCE LOVETT
                                         ------------------------------------
                                         JOYCE LOVETT

Signed, sealed and delivered
in the presence of:

/s/ Jessica S. Savitz
---------------------------------
Witness

/s/ Jan A. Dinitto
---------------------------------
Notary Public
                           [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                                       12


<PAGE>



                                         /s/ BETTY LOVETT ROCKETT
                                         ------------------------------------
                                         BETTY LOVETT ROCKETT

                                         /s/ CHARLES W. LOVETT
                                         ------------------------------------
                                         CHARLES W. LOVETT

Signed, sealed and delivered
in the presence of:

/s/ Jessica S. Savitz
---------------------------------
Witness

/s/ Jan A. Dinitto
---------------------------------
Notary Public


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                    [PURCHASER'S SIGNATURE ON FOLLOWING PAGE]

                                       14


<PAGE>



                                        FSNB, LLC



                                        By:   /s/ F. Thomas David
                                              __________________________________



                                        Attest: /s/ Laura T. Marsh
                                               _______________________________


Signed, sealed and delivered
in the presence of:

/s/ Kelly Sanchez
---------------------------------
Witness

/s/ Jan A. Dinitto
---------------------------------
Notary Public



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<PAGE>


                                   EXHIBIT "B"

(1)      Municipal, State and County taxes for 2001 and subsequent years.
(2)      Any action by any municipal or governmental agency, including
         condemnation by any condemning authority (heretofore or hereafter
         taken), for the purpose of regulating the use, occupancy or zoning of
         the property described in this certificate or of any building,
         structure, minerals or material thereon.
(3)      Forgery or non sui juris conveyances in the chain of title.
(4)      Existing utility easements and sanitary sewer lines; any roads
         or ways through the property; or the rights of others in and to any
         stream running through the property.
(5)      Matters of record subsequent to the date of this certificate and
         matters affecting title which do not appear on the real property
         records, or which, if they are of record, are not indexed in such a
         manner that a reasonably prudent search would have revealed them to the
         examiner.
(6)      All environmental matters arising from State or Federal rules,
         regulations, law or procedures, all hazardous waste rules, regulations,
         law or procedures, State or Federal, and any State or Federal rule or
         regulation as to underground tanks of any nature.
(7)      Any and all provisions of the Federal Wetlands Act.
(8)      Loss by reason of any computational errors in the determination
         of the size of the area located within the boundary lines of the
         subject land.
(9)      Any loss or claim of loss arising from or occasioned by the filing or
         pendency of any petition under any chapter of the U. S. Bankruptcy Act
         or pursuant to any insolvency or debtor's relief statutes of the
         State of Georgia.
(10)     Liability under title certificate limited to amount of funds to be
         disbursed with respect to Property.
(11)     That certain Driveway Agreement between George W. Simmons and M.G.
         Brannen, dated November 4, 1912, allowing a ten foot (10') access over
         the Property for the purpose of accessing a horse stable or barns. A
         copy of said agreement has been provided to Purchaser. While Purchaser
         and Seller believe that said agreement is now null and void, Purchaser
         agrees that it will purchase the Property subject to the potential
         existence of said ten foot (10') access.
(12)     Apartment leases expiring July 31, 2001.


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