EXHIBIT 10.9


                                ebank.com, Inc.

                    8% Cumulative Convertible Preferred Stock

                                Agency Agreement


                                                             June 18, 2001

ATTKISSON, CARTER & AKERS
3060 Peachtree Road, NW
Suite 1475
Atlanta, Georgia 30305

Dear Sirs:

ebank.com, Inc., a Georgia corporation (the "Company"), hereby confirms its
agreement with ATTKISSON CARTER & AKERS (the "Agent"), as follows:

1.       General. The Company proposes to offer, through the Agent on a "best
         efforts basis", up to 100,000 units (the "Maximum Offering") consisting
         of four shares of 8% cumulative convertible preferred stock (the
         "Preferred Stock") and a warrant to Purchase two shares of the
         Company's common stock (the "Common Stock") for $4.00 per share (the
         "Units") at a price of $10.00 per Unit. The warrants shall terminate on
         the earlier of five years or 30 days after the Company notifies the
         holder that the closing price of the Common Stock has equaled or
         exceeded $5.50 per share for 20 consecutive days. One share of
         Preferred Stock will be convertible into one share of Common Stock. In
         addition, the Company may require conversion of the Preferred Stock
         when the closing price of the Common Stock equals or exceeds $10.00 per
         share for 15 consecutive trading days. The Company will file a
         registration statement on Form SB-2 covering the shares of Common Stock
         issuable upon conversion of the Preferred Stock or the exercise of the
         warrant within 60 days of the termination of the offering and will use
         its best efforts to have the registration statement declared effective
         as soon as practicable thereafter. In addition, the Company will grant
         "piggy-back" registration rights for the six months following the
         Closing. The investors and the Agent will agree to a lock-up period
         restricting the resale of the common stock registered on the Form SB-2
         to the following schedule: no more than 50% of the shares during the
         120 day period following the termination of the offering and an
         additional 50% of the shares on the 180th day following the termination
         of the offering. The lock-up period will expire in accordance with the
         foregoing schedule whether or not the registration statement has become
         effective. The Company and the investors will enter into a registration
         rights agreement containing terms and conditions customary for such
         agreements consistent with the terms hereof.


         On terms and conditions specified in this Agency Agreement (the
         "Agreement"), the Agent, for the compensation specified below, will
         provide the services specified in this Agreement to assist the Company
         in the Offering.

2.       The Offering

2.1               Services to be Rendered. Subject to the terms and conditions
                  hereof and upon the basis of the representations, warranties
                  and agreements herein set forth, the Company hereby appoints
                  the Agent as its agent to sell the Units on a best efforts
                  basis. The Agent hereby accepts such appointment and agrees to
                  use its best efforts to find purchasers for the Units. The
                  Company and the Agent agree that the Units shall be offered in
                  a private offering solely to qualified accredited investors in
                  compliance with Section 4(2) of the Securities Act of 1933
                  (the "Securities Act") and other federal and state securities
                  laws.

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2.2               Exclusive Engagement. The Company shall not engage any
                  other person other than the Agent to solicit offers or sales
                  of Units during the Offering Period (as such term is herein
                  defined). However, the Company may in its sole discretion
                  terminate this Agreement after 45 days from the date hereof.
                  The agent will be reimbursed only for actual out of pocket
                  expenses in the event the offering is terminated.

2.3               Compensation. The Company agrees to pay to the Agent
                  for the Agent's services in connection with the Offering a
                  commission equal to 10% of the sales price for each Unit sold
                  by the Agent in the Offering. Except for units purchased by
                  William C. Drakeford, Stevie Duncan, and Tommy Duncan, no
                  commissions are payable on Units sold to directors and
                  officers of the Company or on Units sold to investors who are
                  located by the directors or officers of the Company and who
                  purchase at least $50,000 of Units. A commission equal to 10%
                  of the sale price is payable to the Agent for Units sold to
                  investors located by the directors and officers and who
                  purchase less than $50,000 of Units. The Company from time to
                  time will provide the Agent with a written list of potential
                  investors identified by the directors and officers..

2.4               Payment of Expenses. The Company will pay all expenses
                  in connection with the Offering including, but not limited to,
                  the Company's attorneys' fees, expenses for auditing and
                  accounting services, advertising fees, any NASD filing fees,
                  postage, and document reproduction expenses, and the
                  engraving, issuance, transfer and delivery of certificates for
                  the Stock. The Company's obligation to reimburse legal fees of
                  Agent will be limited to $15,000.

2.5               Blue Sky. The Company contemplates that the Offering will be
                  made in those states listed in Exhibit A attached hereto. The
                  Company shall, at its sole expense, take or cause to be taken
                  all necessary action and shall furnish to whomever the Agent
                  may direct such information as may be required to qualify the
                  Units for sale under the laws of such jurisdictions and any
                  other jurisdictions where the Company may hereafter elect that
                  Units shall be offered and shall continue such qualifications
                  in effect for as long as may be necessary for the distribution
                  of the Units. At the request of the Agent the Company shall
                  cause its counsel to prepare and furnish to the Agent "Blue
                  Sky" memoranda concerning the requirements for qualification
                  of the Units for sale under the law of such jurisdictions, and
                  the Agent shall be entitled to rely on such memoranda in
                  carrying out its obligations under this Agreement.

2.6               Offering Period. The Units will be offered for sale during the
                  period (the "Offering Period") commencing on the date hereof
                  and continuing until the termination of the Offering by the
                  Company or the Agent by written notice.

2.7               Escrow Agreement. During the period of the Offering, the
                  proceeds from the sale of Units shall, upon receipt by the
                  Agent, be promptly placed in a special account with a bank
                  (the "Escrow Agent"), subject to an escrow agreement
                  containing terms and conditions customary for such agreements
                  and consistent with the terms hereof (the "Escrow Agreement").

2.8               Delivery of and Payment for the Unit. Payment for the Units
                  shall be made at one or more closings (a "Closing") to be held
                  at the offices of the Company's counsel (or such other place
                  as the parties hereto may agree), as provided herein. The date
                  of a Closing hereunder is sometimes referred to as a "Closing
                  Date". Payment for the Units sold on behalf of the Company by
                  the Agent shall be made to the Company or to the order of the
                  Company by the Escrow Agent acting upon instructions from the
                  Company and the Agent pursuant to the terms and conditions of
                  the Escrow Agreement, and payment shall be delivered to the
                  Company by the Escrow Agent by one or more certified or
                  official bank checks in next-day funds. Such payment shall be
                  made upon delivery by the Company of the preferred stock
                  certificates and warrant certificates to the Agent, for the
                  respective accounts of the several purchasers of the Units
                  against receipt therefor signed by the Agent. The certificates
                  for the preferred stock and warrants to be delivered at any
                  Closing will be registered in such name or names, and shall be
                  in such denominations, as the Agent may request; provided,
                  however, that such request shall be made no sooner than three
                  (3) business days


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<PAGE>

                  prior to the Closing Date. The certificates representing the
                  preferred stock and warrants will be made available to the
                  Agent for inspection, checking and packaging at the office of
                  the Company's transfer agent and registrar (the "Transfer
                  Agent"), not less than one (1) business day prior to the
                  Closing Date.

 2.9              Closings.

                  (a)  From time to time the Agent shall report to the Company
                       on sales by written notice, The Agent's notice to the
                       Company hereunder shall set forth the number of shares of
                       common stock underlying the warrants and number of shares
                       of preferred stock to be delivered to the Agent by the
                       Company against payment therefor by the Escrow Agent. The
                       initial Closing hereunder (the "Initial Closing") shall
                       take place at 10:00 a.m., Atlanta time on the fifth (5th)
                       business day after the date on which the Agent first
                       notifies the Company as provided herein or on such other
                       date and time as agreed to in writing by the parties
                       hereto; provided, however, that the Initial Closing must
                       occur no later than the tenth (10th) business day after
                       such notice is given by the Agent.

                  (b)  By notice given in writing at each Closing hereunder, the
                       Company may elect to continue this Agreement until such
                       time as the maximum number of Units as provided herein
                       has been sold, or until July 13, 2001, whichever is
                       earlier; provided, however, that such Units may be sold
                       only in compliance with the terms and conditions of this
                       Agreement and the Private Placement Memorandum.

                  (c)  Closing with respect to Units sold pursuant to a
                       continuation of this Agreement pursuant to Section 2.9(b)
                       hereof will occur on such date(s) and time(s) as the
                       parties may agree in writing from time to time.

3.       Representations, Warranties and Agreements of the Company. The Company
         hereby represents and warrants to, and agrees with, the Agent that:

                  (a)  The confidential private placement memorandum, including
                       any amendments or supplements thereto (the "Private
                       Placement Memorandum") when made available to prospective
                       purchasers throughout the Offering Period, will comply in
                       all material respects with federal statutes regulations
                       and policy statements applicable thereto, including,
                       without limitation, the applicable rules, regulations and
                       policy statements of the SEC. At all times during the
                       Offering Period, the Private Placement Memorandum will
                       contain all information including financial statements
                       that are required to be included therein in accordance
                       with applicable regulations (including interpretations
                       thereof), and policy statements of the SEC and the
                       Private Placement Memorandum will not include any untrue
                       statement of material fact or omit to state any material
                       fact required to be stated therein or necessary to make
                       the statements therein, in light of the circumstances
                       under which they are made, not misleading; provided,
                       however, that no representations or warranties are made
                       to the Agent with respect to statements or omissions made
                       in reliance upon, or in conformity with, written
                       information furnished to the Company with respect to the
                       Agent, by the Agent, or on its behalf expressly for use
                       in the Private Placement Memorandum.

                  (b)  The Company is, and at all times during the Offering
                       Period will be, a corporation duly incorporated and
                       organized and is, and will be, validly existing and in
                       good standing under the laws of the State of Georgia. The
                       Company has, and at all times during the Offering Period
                       will have, full power and authority to own or lease all
                       of its properties and conduct all of its business as
                       described in the Private Placement Memorandum.


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                  (c)  The Company is, and at all times during the Offering
                       Period will be, duly qualified to do business and in good
                       standing as a foreign corporation in each jurisdiction
                       where the ownership or leasing of its properties or the
                       conduct of its business required such qualification.

                  (d)  The financial statements contained in the Private
                       Placement Memorandum present fairly and accurately the
                       financial position of the Company as the respective dates
                       thereof and the results of operations of the Company for
                       the respective periods covered thereby, all in conformity
                       with generally accepted accounting principles applied on
                       a consistent basis throughout the entire periods
                       involved.

                  (e)  At all times during the Offering Period except as set
                       forth in or contemplated by the Private Placement
                       Memorandum; (i) the Company will not have incurred and
                       will not incur any material liabilities or obligations,
                       direct or contingent, except for liabilities or
                       obligations entered into in the ordinary course of
                       business, and will not have entered into and will not
                       enter into any material transactions, and (ii) there will
                       have been no, and there will be no, material adverse
                       change, or any development relating to the Company which
                       the Company has cause to believe would involve a
                       prospective material adverse change in or affecting the
                       business, business prospects, general affairs,
                       management, financial position, net worth, results of
                       operations, or properties of the Company, or the value of
                       the assets of the Company.

                  (f)  Except as set forth in or contemplated by the
                       Private Placement Memorandum, to the best of its
                       knowledge, the Company does not have and will not have
                       during the Offering Period any material contingent
                       liabilities or obligations.

                  (g)  Except as set forth in the Private Placement
                       Memorandum and the Company's SEC filings, there are no
                       actions, suits or proceedings pending or, to the best of
                       its knowledge, threatened against or affecting the
                       Company or its business, business prospects, financial
                       condition, results of operations or properties, or
                       against or affecting any of its principal officers,
                       before or by any federal or state court, commission,
                       regulatory body, administrative agency or other
                       governmental body, domestic or foreign, wherein an
                       unfavorable ruling or decision or finding would
                       materially and adversely affect the business, business
                       prospects, financial condition, results of operations, or
                       properties of the Company.

                  (h)  At all times during the Offering Period, the Company
                       will have title to all properties and assets described in
                       the Private Placement Memorandum as being owned by the
                       Company, free and clear of all liens, charges,
                       encumbrances or restrictions, except such as are
                       described in the Private Placement Memorandum or which
                       are not material to the business of the Company. At all
                       times during the Offering Period, the Company will have
                       valid, existing and enforceable leases to the properties
                       and equipment described in the Private Placement
                       Memorandum as being leased by the Company, with such
                       exceptions as are not material and do not materially
                       interfere with the uses made, and proposed to be made, of
                       such properties by the Company.

                  (i)  The Company has filed all federal and state income
                       tax returns which are required to be filed by it and has
                       paid all taxes shown on such returns and on all
                       assessments received by it to the extent such taxes have
                       become due. To the best of its knowledge, all taxes with
                       respect to which the Company is obligated have been paid
                       or adequate accruals have been established to cover any
                       such unpaid taxes.

                  (j)  The Company is not, and at all times during the
                       Offering Period will not be, in violation of its articles
                       of incorporation or bylaws, or, except as set forth or
                       contemplated in the


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<PAGE>

                       Private Placement Memorandum, in default in the
                       performance or observance of any obligation, agreement,
                       covenant or condition contained in any bond, debenture,
                       note or other evidence of indebtedness or in any material
                       contract, indenture, mortgage, loan agreement or other
                       agreement or instrument to which the Company is a party
                       or by which it or any of its properties is bound, except
                       for the Agreement with Sutro & Co. Incorporated dated
                       December 13, 1999 and June 30, 1999 (collectively, the
                       "Sutro Agreements"), and the Company is not, and at all
                       times during the Offering Period will not be, in
                       violation of any law, order, rule, regulation, writ,
                       injunction or decree of any government, governmental
                       instrumentality or court, domestic or foreign, of which
                       it has knowledge. Neither the Company, nor any employee
                       or agent thereof, has made any payment of funds of the
                       Company or received or retained any funds in violation of
                       any law, rule or regulation which payment, receipt or
                       retention of funds is not fully disclosed in the Private
                       Placement Memorandum.

                  (k)  At all times during the Offering Period, there will
                       be no document or contract of the character required to
                       be described in the Private Placement Memorandum which is
                       not described as required, and the descriptions in the
                       Private Placement Memorandum are accurate and complete
                       and fairly present the information required to be shown.

                  (l)  No statement, representation, warranty or covenant
                       made by the Company in this Agreement or made in any
                       certificate or document required by this Agreement to be
                       delivered to the Agent was or will be, when made,
                       inaccurate, untrue or incorrect in any material respect.

                  (m)  The Company has full right, power and authority to
                       enter into this Agreement and this Agreement has been
                       duly authorized, executed and delivered by the Company
                       and will be, upon acceptance by the Agent, a valid and
                       binding agreement of the Company enforceable in
                       accordance with its terms. The performance of this
                       Agreement and the consummation of the transactions
                       contemplated herein will not result in a breach or
                       violation of any of the terms or provision of, or
                       constitute a default under the articles of incorporation
                       or the bylaws of the Company, any obligation, agreement,
                       covenant or condition contained in any bond, debenture,
                       note or other evidence or indebtedness or in any material
                       contract, indenture, mortgage, loan agreement or other
                       agreement or instrument to which the Company or any of
                       its subsidiaries is a party or by which the Company or
                       any of its subsidiaries or any of their respective
                       properties is bound, except for the Sutro Agreements, or
                       any law, order, rule, regulation, writ, injunction or
                       decree of any government, governmental instrumentality or
                       court, domestic or foreign, and will not result in the
                       creation or imposition of any lien, charge claim or
                       encumbrance upon any property or asset of the Company. No
                       consent, approval, authorization or order of any
                       government, governmental instrumentality or court is
                       required in connection with the execution of this
                       Agreement or the consummation of the transactions
                       contemplated by this Agreement except such as may be
                       required by the NASD or by state regulatory authorities
                       under state securities or blue sky laws in connection
                       with the distribution of the Units or in connection with
                       the Agent's Services hereunder.

                  (n)  Except with respect to the proposed public offering
                       in 1999, the proposed private offering in 2000 with Sutro
                       & Co. Incorporated, and the completed offering of 500,00
                       units with Attkisson Carter & Akers closed on June 5,
                       2001 (i) the Company has not placed any securities within
                       the last eighteen months; (ii) there have been no
                       material dealings within the last twelve months between
                       the Company and any NASD member or any person related to
                       or associated with any such member, (iii) except as
                       contemplated by this Agreement, no financial or
                       management consulting contracts are outstanding with any
                       other person (iv) there has been no intermediary between
                       the Agent and the Company in connection with the Offering
                       and no person is being compensated in any manner for
                       providing such service.


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<PAGE>


4.       Representations, Warranties and Agreements of the Agent. The Agent
         represents and warrants to, and agrees with the Company that:


                  (a)  Any and all information furnished to the Company by the
                       Agent in writing expressly for use in the Private
                       Placement Memorandum will not contain any untrue
                       statement of material fact or omit to state any material
                       fact necessary in order to make the statements therein,
                       in light of the circumstances under which they were made,
                       not misleading.

                  (b)  The Agent is registered with the Securities and Exchange
                       Commission as a broker-dealer and is a member in good
                       standing with the National Association of Securities
                       Dealers, Inc. (the "NASD"), and the Agent and all its
                       agents and representatives have or will have required
                       licenses and registrations to perform its obligations
                       under this Agreement, and such registrations, membership
                       and licenses will remain in effect during the term of
                       this Agreement. The Agent agrees that, in performing its
                       obligations under this Agreement, the Agent will comply
                       with all applicable statutes and the rules and
                       regulations of the NASD and any other federal or state
                       governmental agency which are applicable to it. This
                       Agreement has been duly and validly authorized, executed
                       and delivered by the agent and is its valid and binding
                       agreement and obligation.

                  (c)  All checks and funds received by the Agent with respect
                       to the subscription price from prospective purchasers in
                       the Offering shall be made payable to the escrow agent
                       and transmitted directly to the Escrow Agent by noon of
                       the next business day after receipt by the Agent.
                       Subscription funds received after the termination of the
                       offering shall be promptly returned to the subscribers
                       for the Units, without interest.

                  (d)  The Agent will deliver to the Company the original copies
                       of all subscription documents of prospective purchasers
                       received by the Agent in the Offering, and the Agent will
                       promptly inform the Company of any facts which come to
                       the Agent's attention which would cause a reasonable
                       person to believe that such subscription documents
                       contain any material misstatement or omission.

5.       Covenants of the Company. The Company further agrees with and covenants
         to the Agent as follows:

                  (a)  To comply with the "Blue Sky" and other securities laws
                       and regulations of each state in which subscriptions are
                       solicited in the Offering pursuant to the mutual
                       agreement of the Agent and the Company and to assist the
                       Agent in any necessary registration or filings that may
                       be required of the Agent with respect to the Offering, in
                       the states mutually agreed upon by the Agent and the
                       Company. The Company will advise the Agent promptly of
                       the issuance by any state regulatory authority of any
                       stop order or other order suspending the registrations or
                       exemptions therefrom of the Private Placement Memorandum
                       or of the institution of any proceedings for that
                       purpose, will use its best efforts to prevent the
                       issuance of any stop order or other such order, and
                       should a stop order or other such order be issued, to
                       obtain as soon as possible the lifting thereof.

                  (b)  To furnish the Agent with such numbers of printed copies
                       of the Private Placement Memorandum, with all amendments,
                       supplements and exhibits thereto, together with
                       subscription materials, as the Agent may reasonable
                       request, and similarly, to furnish the Agent and others
                       designated by the Agent with as many copies of additional
                       sales literature or other materials approved by the
                       Company for use in connection with the Offering as the
                       Agent may reasonably request.


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<PAGE>



                  (c)  Promptly to furnish such information and execute and file
                       such documents as may be necessary for the Company to
                       offer and sell the Units in full compliance with
                       applicable state and federal statutes, regulations and
                       policy statements.

                  (d)  To advise the Agent promptly if any event known to the
                       Company shall have occurred as a result of which the
                       Private Placement Memorandum in its then current form
                       (including any amendments or supplements thereto) would
                       include an untrue statement of a material fact or omit to
                       stale any material fact necessary in order to make the
                       statements therein, in light of the Circumstances under
                       which they were made, not misleading.

                  (e)  To utilize or furnish no sales literature in connection
                       with the Offering, other than the Private Placement
                       Memorandum, unless such other sales literature has been
                       approved by the SEC and the NASD, if necessary, and
                       furnished to the Agent at least ten (10) days prior to
                       its first use and the Agent has failed to object to the
                       contents of, or the proposed use of, such other sales
                       literature.


6.       Conditions of the Agent's Obligations. The Agent's obligation to effect
         the transactions contemplated by this Agreement shall be subject to the
         continuing accuracy throughout the Offering Period of the
         representations, warranties and agreements of the Company, the
         performance by the Company of all of its obligations under this
         Agreement, and the following further terms and conditions:

                  (a)  The Agent shall have received on any Closing Date
                       hereunder the opinion of Nelson Mullins Riley &
                       Scarborough LLP, counsel for the Company, dated as of
                       such Closing Date. Such opinion may be given subject to
                       the January 1, 1992 edition of the Interpretive Standards
                       applicable to Legal Opinion to Third Parties in Corporate
                       Transactions adopted by the Legal Opinion Committee of
                       the Corporate and Banking Law Section of the State Bar of
                       Georgia (the "Interpretive Standards"), and shall be
                       substantially to the effect that;

                       (i)   the Company is a corporation duly organized,
                             validly existing and in good standing, under the
                             laws of the State of Georgia.

                       (ii)  the Units to be sold by the Company have been duly
                             authorized and will be, upon issuance and delivery
                             against payment therefor in accordance with the
                             terms of this Agreement, validly issued, fully paid
                             and non-assessable and will not be subject to any
                             preemptive or other rights to subscribe for or
                             purchase Units pursuant to the organizational
                             documents of the Company or, to the best of such
                             counsel's knowledge, otherwise.

                       (iii) the Company's authorized shares consist of
                             10,000,000 shares of common stock, $.01 par value,
                             of which 1,469,250 shares are outstanding and
                             10,000,000 shares of preferred stock, of which
                             2,000,000 shares are outstanding. The outstanding
                             shares of the Company's stock have been duly
                             authorized and validly issued, were not issued in
                             violation of any statutory preemptive rights of
                             shareholders, and are fully paid and nonassessable.
                             Except as described in the Private Placement
                             Memorandum, there are no options, subscriptions,
                             warrants, calls, rights or commitments obligating
                             the Company to issue equity securities or acquire
                             its equity securities.

                       (iv)  the amounts, terms and designations of the capital
                             stock of the Company conform as to legal matters in
                             all material respects to the description thereof
                             contained in the Private Placement Memorandum under
                             the caption "Description of Capital Stock".


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<PAGE>


                       (v)   this Agreement has been duly authorized, executed
                             and delivered by the Company and, when so executed
                             and delivered, constitutes the legal, valid and
                             binding obligation of the Company, enforceable
                             against the Company.

                       (vi)  the execution and delivery by Company of this
                             Agreement do not, and if Company were now to
                             perform its obligation under this Agreement such
                             performance would not, result in any: (1) violation
                             of Company's articles or incorporation or bylaws;
                             (2) violation of any existing federal or state
                             constitution, statute, regulation, rule, order, or
                             law to which Company or its assets are subject; (3)
                             breach of or default under any Material Agreements;
                             (4) creation or imposition of a contractual lien or
                             security interest in, on or against its assets
                             under any Material Agreements; or (5) violation of
                             any judicial or administrative decree, writ,
                             judgment or order to which, to our knowledge,
                             Company or its assets are subject.

                       (vii) to the knowledge of such counsel, the Company has
                             all necessary consents, authorizations, approvals,
                             orders, certificates and permits of and from, and
                             has made all declarations and filings with, all
                             federal, state, local and other governmental
                             authorities, all self-regulatory organizations, all
                             courts and other tribunals, to own, lease, license
                             and use its properties and assets and to conduct
                             its business in the manner described in the Private
                             Placement Memorandum, except to the extent that the
                             failure to obtain or file would not have a material
                             adverse effect on the Company.

                       (viii)to the knowledge of such counsel, no authorization,
                             consent, approval of or qualification with any
                             federal or state governmental authority is required
                             for the execution, delivery or performance by the
                             Company of this Agreement, except such as have been
                             previously made or obtained, in connection with the
                             distribution of the Units by the Agent, and except
                             those which, if not made or obtained, will not
                             individually or in the aggregate, have a material
                             adverse effect on the Company.

                       (ix)  nothing has come to the attention of such counsel
                             to cause such counsel to believe that (except for
                             financial statements, projections, schedules and
                             other financial and statistical information
                             included or incorporated by reference in the
                             Private Placement Memorandum as to which such
                             counsel need not express any opinion) the Private
                             Placement Memorandum contained any untrue statement
                             of a material fact or omitted to state a material
                             fact required to be stated therein or necessary to
                             make the statements therein, in light of the
                             circumstances under which they were made, not
                             misleading, or that the Private Placement
                             Memorandum as of the Closing Date, contained any
                             untrue statement of a material fact or omitted to
                             state a material fact necessary in order to make
                             the statements therein, in light of the
                             circumstances under which they were made, not
                             misleading.

                       (x)   to such counsel's knowledge, there are no legal or
                             governmental proceedings pending or threatened to
                             which the Company is a party or to which any of the
                             properties of the Company is subject that are not
                             fairly summarized in all material respects in the
                             Private Placement Memorandum or the Company's
                             filings with the SEC, and

                       (xi)  after due inquiry, such counsel does not know of
                             any pending or threatened proceeding relating to
                             the revocation or modification of any consent,


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                             authorization, approval, order, certificate or
                             permit necessary to the conduct of the business of
                             the Company.

                       As to questions of fact material to such opinion, counsel
                       may rely on (without independent verification of the
                       accuracy or completeness thereof), the representations
                       and warranties of the Company contained in this Agreement
                       as well as the Material Agreements. The term "Material
                       Agreement", for purposes of such opinion, shall mean each
                       of the agreements which has been filed with the
                       Securities and Exchange Commission as an exhibit
                       (including any document which in lieu of being filed as
                       an exhibit is incorporate by reference or which the
                       Company agrees or has agreed to provide to the Securities
                       and Exchange Commission upon request) to the Company's
                       most recently-filed Annual Report on Form 10-KSB or any
                       subsequently filed report on Form 10-QSB or Form 8-K,
                       pursuant to the requirements of Item 601(b)(10) of SEC
                       Regulation S-B, 17 CFR 228.601(b)(10), as amended.

                  (b)  On the Closing Date of any Closing hereunder, the Agent
                       shall have received from the Chief Financial Officer of
                       the Company a letter dated as of such Closing Date, in
                       form and substance satisfactory to the Agent in all
                       respects, concerning the accuracy, to his best knowledge
                       and belief, of the financial information included in the
                       Private Placement Memorandum.

                  (c)  At the Closing Date of any Closing hereunder, there shall
                       be furnished to the Agent a certificate, dated as of such
                       Closing Date, signed by the President and Secretary of
                       the Company (collectively the "Officers") in form and
                       substance satisfactory to the Agent (the "Certificate")
                       to the effect that, to their best knowledge and belief:

                       (i)   The Officers of the Company have carefully examined
                             the Private Placement Memorandum, and as of the
                             date of such Certificate, the statements in the
                             Private Placement Memorandum are true and correct,
                             and the Private Placement Memorandum does not
                             misstate or omit to state a material fact required
                             to be stated therein or necessary to make the
                             statements therein not untrue or misleading.

                       (ii)  The Company has complied with all conditions
                             precedent to the performance of the Agent's
                             obligations under this Agreement.

                       (iii) Each of the representations and warranties of the
                             Company contained in this Agreement was when
                             originally made and is as of the date of such
                             Certificate true and correct.

                       (iv)  No order from any regulatory body has been issued
                             and no proceedings have been instituted, or to the
                             knowledge of such Officers contemplated, to prevent
                             the consummation of the Offering.

 7.      Indemnification.

                  (a)  The Company will indemnify and hold harmless the Agent,
                       its officers, directors, counsel, representatives and
                       persons who control the Agent within the meaning of the
                       Exchange Act, from and against all losses, claims,
                       damages and liabilities, joint and several, to which any
                       of the aforesaid parties, including the Agent
                       (collectively, the "Agent Parties"), may become subject,
                       under federal or state securities laws or otherwise,
                       insofar as such losses, claims, damages or liabilities
                       (or actions in respect thereof) arise out of or are based
                       upon: (i) any untrue statement or alleged untrue
                       statement of a material fact contained in the Private
                       Placement Memorandum, or in any Blue Sky


                                       9
<PAGE>

                       application or other document executed by the Company or
                       on its behalf for the purpose of qualifying any or all of
                       the Stock for sale under the securities laws of any
                       jurisdiction, or based upon written information furnished
                       by the Company under the securities laws thereof (any
                       such application, document, or information being
                       hereinafter referred to as a "Blue Sky Application") or
                       (d) the omission to state in the Private Placement
                       Memorandum, or in any Blue Sky Application, a material
                       fact required to be stated therein or necessary to make
                       the statements therein, in light of the circumstances
                       under which they were made, not misleading. The Company
                       will further reimburse the Agent Parties, and each and
                       every one of them, for any legal or other expenses
                       reasonably incurred by any one or more of the Agent
                       Parties in connection with investigating and defending
                       such loss, claim, damage, liability or action; provided,
                       however, that the Company will not be liable in any case
                       to the extent that the subject loss, claim, damage or
                       liability arises out of, or is based upon, an untrue
                       statement or alleged untrue statement or omission or
                       alleged omission made in reliance upon and unconformity
                       with written information furnished to the Company by the
                       Agent specifically for use in the preparation of the
                       subject Private Placement Memorandum, Blue Sky
                       Application, or any amendment or supplement thereto or
                       the Agent's failure to deliver to the investors any
                       amendment or supplement to the Private Placement
                       Memorandum prepared by the Company and timely furnished
                       to the Agent in sufficient quantities to permit delivery
                       to the investors. The indemnity provided for in this
                       Section 7(a) will be in addition to any liability which
                       the Company may otherwise have.

                  (b)  The Agent will indemnify and hold harmless the Company,
                       its officers, directors, counsel, representatives and
                       persons who control the Company which the meaning of the
                       Securities Exchange Act of 1934, from and against all
                       losses, claims, damages and liabilities, joint and
                       several, to which any of the aforesaid parties, including
                       the Company (collectively, the "Company Parties"), may
                       become subject, under federal or state securities laws or
                       otherwise, insofar as such losses, claims, damages or
                       liabilities (or actions in respect thereof) arise out of
                       or are based upon: (i) any untrue statement of material
                       fact contained in the Private Placement Memorandum, any
                       Blue Sky Application, or any amendment or supplement
                       thereto; (ii) the omission to state in the Private
                       Placement Memorandum, any Blue Sky Application, or any
                       amendment or supplement to any of the foregoing, a
                       material fact required to be stated therein or necessary
                       to make the statements therein not misleading; provided,
                       in the case of Sections (7)(b)(i) and (7)(b)(ii) to the
                       extent, but only to the extent, that such untrue
                       statement or omission was made in reliance upon or in
                       conformity with written information furnished to the
                       Company by the Agent specifically for use with reference
                       to the Agent in preparation of the Private Placement
                       Memorandum, any Blue Sky Application, or any supplement
                       or amendment thereto; or (iii) arising out of any
                       misrepresentation by the Agent in this Agreement or any
                       breach of warranty by the Agent with respect to this
                       Agreement. The Agent will further reimburse the Company
                       Parties for legal or other expenses reasonably incurred
                       by the Company Parties in connection with investigating
                       or defending any loss, claim, damage, liability or action
                       under this Section (7)(b). The indemnification provided
                       for in this Section 7(b) shall be in addition to any
                       liability which the Agent may otherwise have.

                  (c)  Promptly after receipt by an indemnified party under
                       Section (7)(a) or (7)(b) above of notice of the
                       commencement of any action, such indemnified party shall,
                       if a claim in respect thereof is to be made against the
                       indemnifying party under such Section, notify the
                       indemnifying party in writing of the commencement of the
                       action; but the omission so to notify the indemnified
                       part shall not relieve it from any liability which it may
                       have to an indemnified party otherwise and under such
                       Section. In any case any such action shall be brought
                       against any indemnified person, then it shall notify the
                       indemnifying party of the commencement thereof, the
                       indemnifying party shall be entitled to participate
                       therein, and, to the extent it shall wish, jointly with
                       any other indemnifying party similarly


                                       10
<PAGE>

                       notified, the indemnifying party may assume the defense
                       thereof, with counsel satisfactory to such indemnified
                       party (who may also be counsel to the indemnifying party
                       only if the representation of both parties does not
                       constitute a conflict) and after notice from the
                       indemnifying party to such indemnified party of its
                       election so to assume the defense thereof, the
                       indemnifying party shall not be liable to such
                       indemnified party under such Section for any legal
                       expenses of other counsel or any other expenses, in each
                       case subsequently incurred by such indemnified party, in
                       connection with the defense thereof other than reasonable
                       costs of investigation.


8.       Survival Clause. The respective indemnities, agreements (including,
         without limitation, the agreement set forth in Section 7 hereof),
         representations, warranties and other statements of the Company and the
         Agent as set forth in this Agreement shall remain in full force and
         effect, regardless of any investigation (or any statement as to the
         results thereof) made by or on behalf of the Agent, any officer or
         director of the Agent, or counsel therefor, or the Company or any
         officer or director of the Company, or counsel therefor, and shall
         survive any termination of this Agreement and the receipt of any
         payment for the Units.

9.       Notices. All notices under this Agreement shall be in writing and if
         sent to the Agent shall be mailed, delivered or telecopied to the Agent
         at the address first provided above, and if sent to the Company shall
         be mailed or delivered to the Company at its present headquarters
         address, 2410 Paces Ferry Road, Atlanta, Georgia 30339, Attention:
         James L. Box or to such other address as may be delivered to the Agent
         from time to time. Any notice shall be deemed to have given when it is
         received by the party to whom it is addressed.

10.      Governing Law. Except to the extent governed by preemptive federal law,
         this Agreement shall be governed by and construed in accordance with
         the substantive laws of the State of Georgia.

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


                                       11

<PAGE>


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.


                             ebank.com, Inc.


                             By:
                                -----------------------------------------

                             Title:
                                   --------------------------------------



         ACCEPTED AND AGREED TO this ____ day of ____________, 2001.



                             ATTKISSON CARTER & AKERS

                             By:
                                -----------------------------------------

                             Title:
                                   --------------------------------------



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<PAGE>


                                    Exhibit A

                                 OFFERING STATES





Georgia





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