**EXHIBIT 10.4**

**EMPLOYMENT AGREEMENT**

**THIS AGREEMENT**is made as of the 24th of May 2004, by and between **FIRSTBANK OF HENRY COUNTY**(the “Bank”), and **William M.**Waller, a resident ofthe State of Georgia (the “Executive”).

**RECITALS:**

The Bank desires to employ the Executive as VicePresident of the Bank and the Executive desires to accept such employment.

In consideration of the above premise and the mutualagreements hereinafter set forth, the parties hereby agree as follows:

1.             **Definitions:**          Whenever used in this Agreement, the following terms andtheir variant forms together with any amendments hereto made in the mannerdescribed in this Agreement.

1.1           **“Agreement”**shall mean this Agreement andany exhibits incorporated herein together with any amendments hereto made inthe manner described in this Agreement.

1.2           **“Area”** shall mean the geographic areawithin the boundaries of Henry County, Georgia. It is the express intent of theparties that the Area as defined herein is the area where the Executiveperforms or performed services on behalf of the Bank under this agreement asof, or within a reasonable time prior to, the termination of the Executive’semployment hereunder.

1.3           **“Bank Information”**means ConfidentialInformation and Trade Secrets.

1.4           **“Business of the Bank”** shall mean thebusiness conducted by the Bank, which is the business of commercial banking.

1.5           **“Cause”** shall mean:

1.5.1        Withrespect to termination by the Bank:

(a)           A material breach of the terms ofthis Agreement by the Executive, including, without limitations, failure by theExecutive to perform his/her duties and responsibilities in the manner and tothe extent required under this Agreement, which remains uncured after theexpiration of thirty (30) days following the deliver of written notice of suchbreach to the Executive by the Bank. Such notice shall (i) specificallyidentify the duties that the Board of Directors of the Bank believes theExecutive has failed to perform, (ii) state the facts upon which such Board ofDirectors made such determination, and (iii) be approved by a resolution passedby two-thirds (2/3) of the directors then in office;

(b)           Conduct by the Executive that amountsto fraud, dishonesty of willful misconduct in the performance of his/her dutiesand responsibilities hereunder;

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(c)           Arrest for, charged in relation to(by criminal information, indictment or otherwise), or conviction of theExecutive during the Term of this Agreement of a crime involving breach oftrust of moral turpitude or any felony;

(d)           Conduct by the Executive that amountsto gross and willful insubordination or inattention to his/her duties andresponsibilities hereunder; or

(e)           Conduct by the Executive that resultsin removal from his/her position as an officer or executive of the Bankpursuant to a written order by any regulatory agency with authority orjurisdiction over the Bank.

1.5.2        Withrespect to termination by the Executive, a material diminution in the powers,responsibilities or duties of the Executive hereunder or a material breach ofthe terms of this Agreement by the Bank, which remains uncured after theexpiration of thirty (30) days following the delivery of written notice of suchbreach to the Bank by the Executive.

1.5.3        “Changein Duties or Salary” of Executive shall mean any of (i) a change in duties andresponsibilities of Executive from those duties and responsibilities ofExecutive of the Bank in effect at the time a Change in Control occurs, whichchange results in the assignment of duties and responsibilities inferior tothose duties and responsibilities of Bank at the time such Chang in Controloccurs; (ii) a reduction in rate of annual salary from such rate in effect atthe time of Change of Control; or (iii) a change in the place of assignment ofBank from McDonough, Georgia, to any other city or geographical location thatis located further than 30 miles from the principle office of the Bank inMcDonough, Georgia..

**1.6          “Changein Control”**means any oneof the following events:

(a)           the acquisition by any person orpersons acting in concert of the then outstanding voting securities of theBank, if, after the transaction, the acquiring person (or persons) owns,controls or holds, with power to vote forty percent (40%) or more of any classof voting securities of the Bank:

(b)           within any twelve-month period(beginning on or after the Effective Date) the persons who were directors ofthe Bank immediately before the beginning of such twelve-month period (the “IncumbentDirectors”) shall cease to constitute at least a majority of the Board ofDirectors; provided that any director who was not a director as of theEffective Date shall be deemed to be an Incumbent Director if that directorwere elected to the Board of Directors by, or on the recommendation of on withthe approval of, at least two-thirds of the directors who then qualify asIncumbent Directors; and provided further that no director whose initialassumption of office is in connection with an actual or threatened electioncontest (as such terms are used in Rule 14a-11 of Regulation 14A promulgatedunder the Securities Exchange Act of 1934) relating to the election ofdirectors shall be deemed to be an Incumbent Director;

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(c)           a reorganization,merger or consolidation, with respect to which persons who where thestockholders of the Bank immediately prior to such reorganization, merger orconsolidation do not, immediately thereafter, own more than fifty percent (50%)of the combined voting power entitled to vote in the election of directors ofthe reorganized, merged or consolidated company’s then outstanding votingsecurities; or

(d)the sale, transfer or assignment of all substantially all of the assets of theBank to any third party.

**1.7          “Confidentialinformation”**means dataand information relating to the business of the Bank (which does not rise tothe status of a Trade Secret) which is or has been disclosed to the Executiveor of which the Executive became aware as a consequence of or through theExecutive’s relationship to the Bank and which has value to the Bank and is notgenerally known to its competitors. Confidential Information shall not includeany data or information that has been voluntarily disclosed to the public bythe Bank (except where such public disclosure has been made by the Executivewithout authorization) or that has been independently developed and disclosedby others, or that otherwise enters the public domain through lawful means.

**1.8          “Disability”**shall mean the inabilityof the Executive to perform each of his/hers material duties under thisAgreement for the duration of the short-term disability period under the Bank’spolicy then in effect (or, if no such policy is in effect, a period of 180consecutive days) as certified by a physician chosen by the Bank and reasonablyacceptable to the Executive.

**1.9          “EffectiveDate”** shall mean [DateContract accepted by both parties].

**1.10        “InitialTerm”**shall mean thatperiod of time commencing on [Date Contract accepted by both parties ](the “beginningdate”) and running until the earlier of the close of business on the lastbusiness day immediately preceding the third anniversary of the Beginning Dateof any earlier termination of employment of the Executive under this Agreementas provided for in Section 3.

**1.11        “Term”** shall mean the Initial Term and all subsequentrenewal periods.

**1.12        “TradeSecrets”** means Bankinformation including, but not limited to, technical or nontechnical data,formulas, patterns, compilations, programs, devices methods, techniques,drawings processes, financial date, financial plans, product plans or list ofactual or potential customers or suppliers which:

(a)           derives economic value, actual orpotential, from not being generally known to, and not being readilyascertainable by proper means by, other persons who can obtain economic valuefrom its disclosure or use; and

(b)           is the subject ofefforts that are reasonable under the circumstances to maintain its secrecy.

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**2.             Duties.**

**2.1          Position:**TheExecutive is employed as the Vice President, subject to the direction of theBoard of Directors of the Bank or its designee(s), shall perform and dischargewell and faithfully the duties which may be assigned to him/her from time totime by the Bank in connection with the conduct of its business. The duties andresponsibilities of the Executive are set forth on Exhibit A attached hereto.

**2.2          Full-TimeStatus:**In additionto the duties and responsibilities specifically assigned to the Executivepursuant to Section 2.1 hereof, the Executive shall:

(a)           devote substantially all of his/hertime, energy and skill during regular business hours to the performance of theduties of his/her employment (reasonable vacations and reasonable absences dueto illness excepted) and faithfully and industriously perform such duties;

(b)           diligently follow and implement allreasonable and lawful management policies and decisions communicated to him/herby the Board of Directors of the Bank; and

(c)           timely prepare and forward to theBoard of Directors of the Bank all reports and accounting as may be requestedof the Executive.

**2.3          PermittedActivities.**TheExecutive shall devote his/her entire business time, attention and energies tothe Business of the Bank and shall not during the Term be engaged (whether ofnot during normal business hours) in any other business or professional activity,whether or not such activity is pursuer for gain, profit or other pecuniaryadvantage; but this shall not be construed as preventing the Executive from:

(a)          investing his/her personalassets in businesses which (subject to clause (b) below are not in competitionwith the Business of the Bank and which will not require any services on thepart of the Executive in their operation or affairs and in which hisparticipation is solely that of an investor;

(b)           purchasing securities in anycorporation whose securities are regularly traded provided that such purchaseshall not result in him/her collectively owning beneficially at any time fivepercent (5%) or more of the equity securities of any business in competitionwith the Business of the Bank and;

(c)           participating in civic andprofessional affairs and organizations and conferences, preparing of publishingpapers or books or teaching so long as the Board of Directors of the Bankapproves of such activities prior to the Executive’s engaging in them.

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**3.             Termand Termination:**

**3.1          Term:** This Agreement shall remain in effect for theInitial Term. At the end of the Initial Term and at the end of eachtwelve-month extension thereof, this Agreement shall automatically be extendedfor a successive twelve-month period unless either party gives written noticeto the other of its intent not to extend this Agreement with such writtennotice to be given not less than sixty (60) days prior to the end of theInitial Term or such twelve-month period. In the event such notice ofnon-extension is properly given, this Agreement shall terminate at the end ofthe remaining Term then in effect

**3.2          Termination**.During the Term, the employment of the Executive under this Agreement may beterminated only as follows:

3.2.1        By the Bank;

(a)           For Cause, upon written notice to theExecutive pursuant to Section 1.5.1 hereof, where the notice has been approvedby a resolution passed by two-thirds (2/3) of the directors of the Bank then inoffice, in which event the Bank shall have no further obligation to theExecutive except for the payment of any amounts due and owing under Section 4on the effective date of termination:

(b)           Without Cause at any time, providedthat the Bank shall give the Executive thirty (30) days’ prior written noticeof its intent to terminate, in which event the Bank shall be required tocontinue to meet its obligations to the Executive under Section 4.1 for twelve(12) months; or

(c)           Upon the Disability of the Executiveat any time, provided that the Bank shall give the Executive thirty (30) day’sprior written notice of its intent to terminate, in which event, the Bank shallbe required to continue to meet its obligations under 4.1 for twelve (12)months following the termination or until the Executive begins receivingpayments under the Bank’s long-term disability policy, whichever occurs first.

**3.2.2       Bythe Executive:**

(a)           For Cause, in which event the Bankshall be required to continue to meets its obligations under Section 4.1 fortwelve (12)months; or

(b)           Without Cause or upon the disabilityof the Executive, provided that the Executive, provided that the Executiveshall give the Bank sixty (60) days’ prior written notice of his/her intent toterminate, in which event the Bank shall have no further obligation to theExecutive except to future payment of any amounts due and owing under Section 4on the effective date of the termination.

**3.2.3**       Atany time upon mutual, written agreement of the parties, in which event the Bankshall have no further obligation to the Executive except for the payment of anyamounts due and owing under Section 4 of this Agreement of the effective dateof termination unless otherwise set forth in the written agreement.

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**3.2.4**Notwithstanding anything in this Agreement to thecontrary, the Term shall end automatically upon the Executive’s death, in whichevent the Bank shall have no further obligation to the Executive except for thepayment of any amounts due and owing under Section 4 on the effective date oftermination.

**3.3          Changeof Control.** If,following a Change in Control, the Executive terminates his/her employment withthe Bank under this Agreement for Cause or the Bank terminates the Executive’semployment without Cause within twelve (12) months, the Executive, or in theevent of his/her subsequent death, his designated beneficiaries or his/herestate, as the case may be, shall receive as liquidated damages, in lieu of allother claims, a severance payment equal to one (1) times the Executive’s thencurrent Base Salary, to be paid in full on the last day of the month followingthe date of termination. In no event shall the payment(s) described in thisSection 3.3 exceed the amount permitted by section 280G of the Internal RevenueCode, as amended (the “Code”). Therefore, if the aggregate present value(determined as of the date of the Change of Control in accordance with theprovisions of Section 280G of the Code) of both the severance payment and allother payments to the Executive in the nature of compensation which arecontingent on a change in ownership of effective control of the Bank or in theownership of a substantial portion of the assets of the Bank (the “AggregateSeverance’) would result in a “parachute payment,” as defined under Section280G of the Code, then the Aggregate Severance shall not be greater than anamount equal to 2.99 multiplied by Executive’s “base amount” for the “baseperiod”, as those terms are defined under Section 280G. In the event theAggregate Severance satisfies the limit set forth in the preceding sentence.Notwithstanding any provision in this Agreement, if the Executive may exercisehis right to terminate employment under this Section 3.3 or under section3.2.2(a), the Executive may choose which provision shall be applicable.

**4.             Compensation:**The Executive shallreceive the following salary and benefits:

**4.1          BaseSalary:**  During the Initial Term, the Executive shallbe compensated at an annual base rate of **$108,000.00(**the “Base Salary”). The Executive’s Base Salary shall be reviewedby the Board of Directors of the Bank at least annually, and the Executiveshall be entitled to receive annually an increase in such amount, if any, asmay be determined by the Board of Directors based on its evaluation of theExecutive’s performance. Base Salary shall be payable in accordance with theBank’s normal payroll practices.

**4.2          IncentiveCompensation.**    The Executive shall be entitled to annualbonus compensation, if any, as determined by the Board of Directors of the Bankpursuant to any incentive compensation programs as may be adopted from time totime by the Bank.

**4.3          StockOptions.**

(a)           The Bank will establish a stockincentive plan and will grant to the Executive pursuant to such stock incentiveplan an incentive stock option to purchase, at a per share purchase price equalto the fair market value at the time the options become vested, 9,000 shares ofthe Bank’s common stock. The option generally will become vested andexercisable in thirty­three percent (33%) increments, commencing on the firstanniversary of the option grant date and continuing for the next two successive

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anniversaries; provided,however, that, subject to such restrictions as may be imposed by the Bank’sprimary regulator, the option shall be fully vested and exercisable upon a **Change in Control of the Bank**or atermination of the Executive’s employment by the Executive for Cause or by theBank without Cause. The option shall expire generally upon the earlier ofninety (90) days following termination of employment or upon the tenthanniversary of the option grant date. The incentive stock option will be issuedby the Bank pursuant to its stock incentive plan and subject to the terms of arelated stock option agreement.

**4.4          HealthInsurance.**  The Bank shall reimburse the Executive forthe cost of premium payments paid by the Executive for the Executive’s currenthealth and dental insurance covering the Executive and the members of his/herimmediate family.

**4.5          BusinessExpenses: Memberships.**The Bank specifically agrees to reimburse the Executive for:

(a)Reasonable and necessary business (including travel) expenses incurred by theExecutive in the performance of his/her duties as approved by the Board ofDirectors of the Bank or their designee.

(b)Reasonable dues and business related expenditures, including initiation fees,associated with memberships, as selected by the Executive, in a single countryclub and in professional associations which are commensurate with his/herposition.

Provided; however, that the Executive shall, as a condition of anyreimbursement, submit. verification of the nature and amount of such expensesin accordance with reimbursement policies from time to time adopted by the Bankand in sufficient detail to comply with rules and regulations promulgated bythe Internal Revenue Service.

**4.6          Vacation;**  On a noncumulative basis, the Executive shall be entitled to four (4) weeks of vacationin each successive twelve-month period during the Term, during which his/hercompensation shall be paid in full.

**4.7          Benefits:**  Inaddition to the benefits specifically described in this Agreement, theExecutive shall be entitled to such benefits as may be available from time totime to executives of the Bank similarly situated to the Executive.     All such benefits shall be awarded andadministered in accordance with the Bank’s standard policies and practices.Such benefits may include, by way of example only, profit-sharing plans,retirement or investments funds, dental health, life and disability insurancebenefits and such other benefits as the Bank deems appropriate.

**4.8          Withholding;** The Bank may deduct from each payment ofcompensation hereunder all amounts required to be deducted and withheld inaccordance with applicable federal and state income, FICA and other withholdingrequirements.

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**5.             BankInformation**

**5.1          Ownershipof Bank information:**All Bank information received or developed by the Executive while employed bythe Bank will remain the sole and exclusive property of the Bank.

**5.2          Obligationsof the Executive;**  The Executive agrees;

(a)           to hold Bank information in strictestconfidence.

(b)           not to use, duplicate, reproduce,distribute, disclose, or otherwise disseminate Bank information or any physicalembodiments of Bank information; and

(c)           in any event, not to take any actioncausing or fail to take any action necessary in order to prevent any Bankinformation from losing its character of ceasing to qualify as ConfidentialInformation of Trade Secret.

In the event that the Executive is required by law to disclose any BankInformation, the Executive will not make such disclosure unless ( and then onlyto the extent that) the Executive has been advised by independent legal counselthat such disclosure is required by law and then only after prior writtennotice is given the Bank when the Executive becomes aware that such disclosurehas been requested and is required by law. This Section 5 will survive for aperiod of twelve (12) months following termination of this Agreement for anyreason with respect to Confidential Information, and shall survive terminationof this Agreement for any reason for so long as is permitted by applicable law,with respect to Trade Secrets.

**5.3          DeliveryUpon Request or Termination:**  Upon request by the Bank, and inany event upon termination of his/her employment with the Bank, the Executivewill promptly deliver to the Bank all property belonging to the Bank,including, without limitation, all Bank Information then in his/her possessionor control.

6.             Non-Competition.The Executive agrees that during his/her employment by the Bank hereunder and,in the event of his/her termination;

·                   by the Bank for Cause pursuant to Section3.2.1(a),

·                   by the Executive without Cause pursuant toSection 3.2.2(b), or

·                   by the Executive in connection with a Change inControl pursuant to Section 3.3,

for a period of twelve (12) months thereafter, he/she will not (except onbehalf of or with the prior written consent of the Bank), within the Area,either directly or indirectly, on his/her own behalf or in the service ofothers, as an executive employee or in any other capacity which involves dutiesand responsibilities similar to those undertaken for the Bank (including as anorganizer or proposed executive officer of a new financial institution), engagein any business which is the same as or essentially the same as the Business ofthe Bank.

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**7.             Non-Solicitationof Customers;**TheExecutive agrees that during his/her employment by the Bank hereunder and inthe event of his/her termination;

·                   by the Bank for Cause pursuant to Section 3.2.1(a),

·                   by the Executive without Cause pursuant toSection 3.2.2(b), or

·                   by the Executive in connection with a Change ofControl pursuant to Section 3.3,

for a period of twelve (12) months thereafter, he/she will not (except ofbehalf of or with the prior written consent of the Bank), within the Area, onhis/her own behalf or in the service or on behalf of others, solicit, divert orappropriate or attempt to solicit, divert or appropriate, any business from anyof the Bank’s customers, including actively sought prospective customers, withwhom the Executive has or had material contact during the last one (1) year ofhis/her employment, for purposes of providing products or services that arecompetitive with those provided by the Bank.

**8.             Non-Solicitationof Employees;**  The Executive agrees that during his/heremployment by the Bank hereunder and, in the event of his/her termination;

·                   by the Bank for Cause pursuant to Section3.2.1(a),

·                   by the Executive without Cause pursuant toSection 3.2.2(b), or

·                   by the Executive in connection with a Change ofControl pursuant to Section 3.3,

for a period of twelve (12) months thereafter, he/she will not, withinthe Area, on his/her own behalf or in the service or on behalf of others,solicit, recruit or hire away or attempt to solicit, recruit or hire away, anyemployee of the Bank, whether or not:

·                   such employee is a full-time employee or atemporary employee of the Bank.

·                   such employment is pursuant to written agreement,or

·                   such employment is for a determined period or isat will.

**9.             Remedies;** The Executive agrees that the covenantscontained in Sections 5 through 8 of this Agreement are of the essence of thisAgreement; that each of the covenants is reasonable and necessary to protectthe business, interests and properties of the Bank, and that irreparable lossand damage will be suffered by the Bank should he/she breach any of thecovenants. Therefore, the Executive agrees and consents that, in addition toall the remedies provide by law or in equity, the Bank shall be entitled to atemporary restraining order and temporary and permanent injunctions to preventa breach or contemplated breach of any of the covenants. The Bank and theExecutive agree that all remedies available to the Bank of the Executive, as applicable,shall be cumulative.

**10.          Severability;** The parties agree that each of the provisionsincluded in this Agreement is separate, distinct and severable from the otherprovisions of this Agreement and that the invalidity or unenforceability of anyAgreement provision shall not affect the validity or enforceability of anyother provision of this Agreement.  Further,if any provision of this

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Agreement is ruled invalid or unenforceable by a court of competentjurisdiction because of conflict between the provision and any applicable lawor public policy, the provision shall be

redrawn to make the provision consistent with and valid and enforceableunder the law or public policy.

**11.          NoSet-Off, by the Executive;** The existence of any claim, demand, action or cause of action by theExecutive against the Bank whether predicated upon this Agreement or otherwise,shall not constitute a defense to the enforcement by the Bank of any of itsrights hereunder.

**12.          Notice:** All notices and other communications required orpermitted under this Agreement shall be in writing and, if mailed by prepaidfirst-class mail or certified mail, return receipt requested, shall be deemedto have been received on the earlier of the date shown on the receipt or three(3) business days after the postmarked date thereof. In addition, noticeshereunder may be delivered by hand or overnight courier, in which event thenotice shall be deemed effective when delivered. All notices and othercommunications under this Agreement shall be given to the parties hereto at thefollowing addresses:
|        | (i)    | If to the Bank, to it at:                      |
|--------|--------|------------------------------------------------|
|   |   | FirstBank of Henry County                      |
|   |   | 120 Keys Ferry Street                          |
|   |   | McDonough, Georgia 30253                       |
|   |   | Attention: J. Randall Dixon, President and CEO |
|   |   |                                           |
|   | (ii)   | If to the Executive, to  his/her at:           |
|   |   | Their Current place of  Residence;             |

 

**13.          Assignment:**Neither party hereto mayassign or delegate this Agreement or any of its rights and obligationshereunder without the written consent of the other party to this Agreement.

**14.          Waiver:** A waiver by one party to this Agreement of anybreach of this Agreement by the other party to this Agreement shall not beeffective unless in writing, and no waiver shall operate or be construed as awaiver of the same or another breach on a subsequent occasion.

**15.          Arbitration.** Any controversy or claim arising out of orrelaxing to this contract, or the breach thereof, shall be settled by bindingarbitration in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association. Judgment upon the award rendered by the arbitrator maybe entered only in a state court of Henry County of the federal court for theNorthern District of Georgia. The Bank and the Executive agree to share equallythe fees and expenses associated with the arbitration proceedings.

**16.          Attorney’sFees.** In the eventthat the parties have complied with this Agreement with respect to arbitrationof disputes and litigation ensues between the parties concerning theenforcement of an arbitration award, the party prevailing in such litigationshall be entitled to receive from the other party all reasonable cost andexpenses, including without limitation attorney’s fees, incurred by theprevailing party in connection with such litigation, and the other

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party shall pay such cost and expenses to the prevailing party promptlyupon demand by the prevailing party.

**17.          ApplicableLaw.** This Agreementshall be construed and enforced under and in accordance with the laws of theState of Georgia.

**18.          Interpretation.** Words importing any gender include all genders.Words importing the singular form shall include the plural and vice versa. Theterms “herein”, “hereunder”, “hereby”, “hereto”, “hereof’ and any similar termsrefer to this Agreement. Any captions, titles or headings preceding the text ofany article, section or subsection herein are solely for convenience ofreference and shall not constitute part of this Agreement of affect itsmeaning, construction or effect.

**19.          EntireAgreement.** ThisAgreement embodies the entire and final agreement of the parties on the subjectmatter stated in this Agreement. No amendment or modification of this Agreementshall be valid or binding upon the Bank or the Executive unless made in writingand signed by both parties. All prior understandings and agreements relating tothe subject matter of this Agreement are hereby expressly terminated.

**20.          Rights of ThirdParties.** Nothingherein expressed is intended to or shall be construed to confer upon or give toany person, firm or other entity, other that the parties hereto and theirpermitted assigns, any rights or remedies under or by reason of this Agreement.

**21.          Survival.**  Theobligations of the Executive pursuant to Sections 5,6,7,8, and 9 shall survivethe termination of the employment of the Executive hereunder for the perioddesignated under each of those respective sections.

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**IN WITNESS WHEREOF,**the Bank and the Executive have executed anddelivered this Agreement as of the first shown above,
|                                             |       | **THE BANK:**                 |
|---------------------------------------------|------------|-------------------------------|
| ** **                                  |       | ** **                    |
| ** **                                  |       | **FirstBank of Henry County** |
| ** **                                  |       | ** **                    |
| ** **                                  |       | ** **                    |
| ** **                                  | ** ** | **By:**                       | **/s/ J. Randall Dixon** | ** ** |
| ** **                                  | ** ** | ** **                    |
| ** **                                  | ** ** | **Print Name:**               | **J. Randall Dixon** | ** ** |
| ** **                                  | ** ** | ** **                    |
| ** **                                  | ** ** | **Title:**                    | **President/CEO** | ** ** |
| ** **                                  | ** ** | ** **                    |
| ** **                                  | ** ** | ** **                    |
| ** **                                  |       | **THE EXECUTIVE;**            |
| ** **                                  |       | ** **                    |
| ** **                                  |       | **William M. Waller**         |
| ** **                                  |       | ** **                    |
| ** **                                  | ** ** | **/s/ William M. Waller**     | ** ** |
| ** **                                  | ** ** | ** **                    | ** ** |
| ** **                                  | ** ** | ** **                    | ** ** |
| /s/ Donna G. Ross                           |       |                          |   |
| Witness / Notary Public                     |       |                          |
|                                        |       |                          |
| **Notary Public, Henry  County, Georgia**   |       |                          |
| **My Commission Expires  December 3, 2005** |       |                          |
|                                             |            |                               |  |  |  |  |  |

 

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