EXHIBIT 10(j)

                                 LOAN AGREEMENT

                  THIS LOAN  AGREEMENT  (this  "Agreement")  is made and entered
into as of the 30th day of January,  1998,  by and between THE BANKERS  BANK,  a
banking  corporation  organized  under the laws of Georgia (the  "Lender"),  and
COASTAL FINANCIAL CORPORATION, a Delaware corporation (the "Borrower").

                                    RECITALS

                  WHEREAS,  the Borrower wishes to obtain from the Lender a loan
in the principal amount of up to $16,000,000,  and the Lender,  on the terms and
conditions hereinafter set forth, is willing to lend such sum to the Borrower;

                  NOW, THEREFORE,  for and in consideration of the premises, and
the mutual agreements,  warranties and  representations  herein made, the Lender
and the Borrower agree as follows:

                            ARTICLE I - DEFINITIONS

         1.1 "Bank" means Coastal  Federal  Savings Bank, a federal savings bank
formed  under the laws of the United  States,  regulated by the Office of Thrift
Supervision, and authorized to do business in South Carolina and North Carolina.

         1.2 "Bank Stock" means all of the issued and outstanding  capital stock
of the Bank owned by Borrower.

         1.3 "Bank  Subsidiaries" means each and every banking Subsidiary of the
Borrower, now or hereafter in existence,  including, but not limited to, Coastal
Federal Savings Bank.

         1.4 "Capital"  means all capital or all  components  of capital,  other
than any  allowance  for loan and lease losses that would  otherwise be included
and net of any  intangible  assets,  as defined from time to time by the primary
federal  regulator  of the  Borrower,  the  Bank,  or  each  of the  other  Bank
Subsidiaries (as the case may be).

         1.5 "CFM Loan"  means the  Borrower's  $5,000,000  line of credit  with
Union  Planters,  Memphis,  Tennessee,  which  is used to  fund  mortgage  loans
originated by Coastal Federal Mortgage,  Inc., a wholly-owned  subsidiary of the
Borrower.

         1.6 "Collateral" means and includes all property assigned or pledged to
the  Lender or in which the Lender has been  granted a security  interest  or to
which the Lender has been  granted  security  title under this  Agreement or the
other Financing  Documents or any other agreement,  instrument,  or document and
the proceeds thereof.

         1.7 "Core  Capital"  shall have the  definition  set forth in 12 C.F.R.
Section 567.5(a), as amended from time to time.

         1.8 "ERISA" means the Employee  Retirement Income Security Act of 1974,
P.L. No. 93-406, as amended from time to time.

         1.9 "Event of Default"  shall have the meaning set forth in Article VII
hereof.
<PAGE>
         1.10 "Financing Documents" means and includes this Agreement, the Note,
the Pledge  Agreement,  and all other  associated loan and collateral  documents
including,  without limitation,  all guaranties,  suretyship  agreements,  stock
powers, security agreements, security deeds, subordination agreements, exhibits,
schedules,  attachments,   financing  statements,  notices,  consents,  waivers,
opinions,  letters,  reports,  records,  assignments,   documents,  instruments,
information and other writings related thereto,  or furnished by the Borrower to
the Lender in connection  therewith or in connection with any of the Collateral,
and any amendments, extensions, renewals, modifications or substitutions thereof
or therefor.

         1.11 "Lender"  shall include  transferees,  assignees and successors of
the Lender,  and all rights of the Lender under the  Financing  Documents  shall
inure to the benefit of its transferees, successors and assigns. All obligations
of the  Borrower  under the  Financing  Documents  shall bind its  heirs,  legal
representatives, successors, and assigns.

         1.12  "LIBOR"  means  the  one  month  London  Interbank  Offered  Rate
designated in the Money Rates Section of the Eastern  Edition of the Wall Street
Journal.

         1.13 "Liabilities" means all indebtedness, liabilities, and obligations
of the Borrower or any  Subsidiary  thereof of any nature  whatsoever  which the
Lender may now or hereafter  have,  own or hold,  and which are now or hereafter
owing to the Lender  regardless  of however  and  whenever  created,  arising or
evidenced,   whether  now,  heretofore  or  hereafter  incurred,   whether  now,
heretofore or hereafter due and payable,  whether alone or together with another
or others,  whether  direct or  indirect,  primary  or  secondary,  absolute  or
contingent,  or joint or several,  and whether as  principal,  maker,  endorser,
guarantor,  surety or otherwise, and also regardless of whether such Liabilities
are from time to time reduced and thereafter increased or entirely  extinguished
and  thereafter  reincurred,  including  without  limitation  the  Note  and any
amendments,  extensions,  renewals,  modifications or  substitutions  thereof or
therefor.

         1.14 "Loan" shall have the meaning set forth in Section 2.1 hereof.

         1.15  "Material  Adverse  Change"  means  any act,  omission,  event or
circumstance that would entail loss,  liability,  damage, or expense equal to or
in excess of $500,000 in any single act,  omission,  event or  circumstance,  or
$1,000,000  in the  aggregate,  for which  amount  Borrower  has not  previously
provided a reserve or specific allocation.

         1.16 "Note" shall have the meaning set forth in Section 2.2 hereof.

         1.17 "Person" means any  individual,  corporation,  partnership,  joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         1.18  "Pledge  Agreement"  shall have the  meaning set forth in Section
2.4(a) hereof.

         1.19  "Subsidiary"  means each of the Bank  Subsidiaries and each other
corporation  for which the Borrower has the power,  directly or  indirectly,  to
direct its  management  or  policies  or to vote 25% or more of any class of its
voting securities.
<PAGE>
         1.20  "Total  Risk-Based  Capital  Ratio"  means the  total  risk-based
capital ratio as defined by the capital  maintenance  regulations of the primary
federal bank regulatory agency of the relevant Bank Subsidiary.

         1.21  All  accounting  terms  not  otherwise  defined  herein  have the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles in effect from time to time.

                             ARTICLE II - THE LOAN

         2.1 Subject to the terms and conditions of this  Agreement,  the Lender
agrees to lend to the  Borrower  the  principal  sum of up to  $16,000,000  (the
"Loan") in a series of advances as  requested  from time to time by the Borrower
in a period  beginning on the date of this  Agreement  and ending on the date 24
months  after the date of this  Agreement.  Each such  advance  will  reduce the
remaining  commitment  to lend  hereunder and  repayments of advances  shall not
permit the Borrower to receive an additional advance of such funds.

         2.2 The Loan shall be evidenced by a grid promissory  note, in form and
substance  satisfactory  to the  Lender,  duly  executed  and  delivered  by the
Borrower in favor of the Lender. This grid promissory note and any amendment(s),
extension(s), renewal(s), modification(s) or substitution(s) thereof or therefor
which is in effect at any particular time is hereinafter  called the "Note." The
Note shall provide that:

               (a) The Loan shall bear interest at a rate per annum,  calculated
on the basis of a 360-day year and actual days elapsed,  equal to LIBOR plus 200
basis points.  This rate will be adjusted  based on the LIBOR rate  published on
the first business day of each calendar month.

               (b) Accrued interest shall be payable quarterly in arrears on the
last day of each quarter, commencing March 31, 1998, and continuing to be due on
the last day of each quarter  (March 31, June 30,  September 30, or December 31)
thereafter  until  the  Loan is paid in  full.  Interest  shall  also be due and
payable  when the Loan  shall  become due  (whether  at  maturity,  by reason of
acceleration  or  otherwise).  

               (c) The entire outstanding balance of the Loan, together with all
accrued and unpaid  interest,  shall be due and payable on January 30, 2008. 

               (d) No penalty or premium shall be imposed for the  prepayment in
whole or in part of the principal  balance of the Loan.  Any  prepayment in full
shall be accompanied  by the payment in full of all accrued but unpaid  interest
on the Loan  through  the  prepayment  date,  whether  or not such  interest  is
otherwise due and payable.

               (e) In the event of conflict  between  the terms of this  Section
2.2 and those of the Note, the Note shall control.

         2.3 The proceeds of the Loan shall be used by the Borrower to refinance
existing  debt of Borrower in the principal  amount of  $1,500,000  plus accrued
interest  and fees due and to provide  funds for capital  management  and future
expansion.
<PAGE>
         2.4 To secure the repayment of the Loan:

               (a) The Borrower  shall execute and deliver to the Lender a stock
pledge agreement (the "Pledge Agreement") in form and substance  satisfactory to
the  Lender,  and  pursuant  to which the  Borrower  shall grant to the Lender a
security  interest in the Bank Stock. On or before the day the Loan is made, the
Borrower shall deliver to the Lender the  certificate(s)  representing  the Bank
Stock  together  with stock  transfer  powers for the same in form and substance
satisfactory  to the Lender.  If at any time prior to  repayment  in full of the
Loan the Borrower acquires any additional shares of the Bank Stock, the Borrower
shall promptly deliver certificates  evidencing such shares of the Bank Stock to
the Lender and such additional  shares shall be added to the collateral  already
pledged to the Lender  under the Pledge  Agreement,  and the Lender shall have a
security interest in such additional shares.

               (b) If at any  time  prior to  repayment  in full of the Loan the
aggregate  book value (as  determined  in  accordance  with  generally  accepted
accounting  principles)  of the shares of Bank Stock under  pledge to the Lender
becomes less than $32,000,000, the Borrower shall promptly deliver to the Lender
on demand  additional  collateral  of a type and value  acceptable to the Lender
(and the Lender's  judgment in valuing same shall be conclusive) so that the sum
of the value of such additional  collateral plus the aggregate book value of the
Bank  Stock  then  under  pledge  is equal to or in excess  of  $32,000,000.  In
connection with the Borrower's delivery of any additional  collateral under this
Section 2.4(b),  the Borrower will execute any and all security documents as the
Lender  may  request  to  evidence  and  perfect  the  Lender's  rights  in such
additional collateral.

         2.5 In connection  with the Loan, the Borrower also will deliver to the
Lender the resolutions and other agreements or instruments  specified in Section
6.5 hereof and such other documents as may be reasonably required by the Lender.

                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

         The  Borrower  represents  and  warrants to the Lender that each of the
following is true, correct, complete and accurate in all respects:

         3.1 The Borrower is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Delaware, and is qualified to do
business in all  jurisdictions  where such  qualification  is necessary,  except
where the failure to so qualify would not have a material  adverse effect on the
Borrower or its business. The Borrower is registered as a unitary thrift holding
company with the Office of Thrift Supervision.

         3.2 The Bank is a federal  savings  bank  formed  under the laws of the
United States, regulated by the Office of Thrift Supervision,  and authorized to
do business in South Carolina and North Carolina. The Bank has 40,000,000 shares
of common  stock,  par value  $1.00 per share,  authorized,  of which  1,000 are
issued and  outstanding,  and 10,000,000  shares of preferred stock  authorized,
none  of  which  are  issued  and  outstanding.  The  Borrower  owns  all of the
outstanding  capital stock of the Bank,  and there are no  outstanding  options,
warrants or other rights which can be converted  into shares of capital stock of
the Bank (other than those, if any,  issued in favor of the Borrower).  The Bank
has all  requisite  corporate  power and  authority  and possesses all licenses,
permits and  authorizations  necessary for it to own its  properties and conduct
its business as presently conducted.
<PAGE>
         3.3 Each financial  statement of the Borrower or any  Subsidiary  which
has been delivered to the Lender presents fairly the financial  condition of the
Borrower or such Subsidiary as of the date indicated  therein and the results of
its  operations  for the  period(s)  shown  therein.  There has been no material
adverse  change,  either existing or threatened,  in the financial  condition or
operations of the Borrower or any  Subsidiary  since the date of such  financial
statement.

         3.4 The  Borrower  has full power and  authority  to make,  execute and
perform each of the Financing  Documents in accordance with the respective terms
thereof.  The execution and performance by the Borrower of each and every one of
the Financing  Documents has been duly authorized by all requisite  action,  and
each and every one of them constitutes the legal,  valid and binding  obligation
of the Borrower enforceable in accordance with its respective terms.

         3.5 Execution,  delivery,  and  performance by the Borrower of each and
every one of the  Financing  Documents  does not violate any provision of law or
regulations  applicable  to  Borrower  and will  not  result  in a breach  of or
constitute a default under any agreement, indenture or other instrument to which
the  Borrower  or any  Subsidiary  is a  party  or  which  the  Borrower  or any
Subsidiary is bound.

         3.6 Except for the security  interest created by the Pledge  Agreement,
the  Borrower  owns the Bank  Stock  free and clear of all  liens,  charges  and
encumbrances. The Bank Stock is duly issued, fully paid and non-assessable,  and
the Borrower has the unencumbered right to pledge the Bank Stock.

         3.7  There  is no  claim,  action,  suit,  arbitration,  investigation,
condemnation  or other  proceeding  at law or in  equity,  or by or  before  any
federal,  state, local or other  governmental  agency, or by or before any other
agency or  arbitrator,  nor is there any judgment,  order,  writ,  injunction or
decree of any court  pending,  or to the knowledge of Borrower,  anticipated  or
threatened  against  the  Borrower  or any  Subsidiary  or against  any of their
properties  or  assets,  which  might  have a  material  adverse  effect  on the
Borrower,  any Subsidiary,  or their respective  properties or assets,  or which
might call into question the validity or  enforceability of any of the Financing
Documents,  or which might involve the alleged  violation by the Borrower or any
Subsidiary  of any  material  federal,  state,  local  or  other  law,  rule  or
regulation.

         3.8 All of the  Borrower's  outstanding  capital stock has been validly
issued,  fully  paid and is  non-assessable.  The  Borrower  is not in  material
violation of any applicable federal,  state, local, or other securities laws and
regulations  with  respect to the  issuance of any of its  capital  stock or any
other of its securities.

         3.9 The  Borrower  and each  Subsidiary  have  accurately  prepared and
timely  filed (or  caused to be filed) in all  material  respects  all  required
federal,  state,  local, or other tax returns and have paid (except as otherwise
permitted  by Section  4.4  hereof)  all  governmental  taxes and other  charges
imposed upon it or on any of its  properties  or assets.  The Borrower  does not
know of any proposed additional tax assessment against it or any Subsidiary.

         3.10  No  consent,   approval,   order,   authorization,   designation,
registration,  declaration,  or filing with or of any federal,  state, local, or
other  governmental  authority or public body on the part of the Borrower or any
<PAGE>
Subsidiary is required in connection with the Borrower's execution,  delivery or
performance  of  any  of the  Financing  Documents;  or if  required,  all  such
prerequisites  have been,  or as of the date the Loan is advanced will be, fully
satisfied.

         3.11 Neither the Borrower nor any  Subsidiary has incurred any material
accumulated  funding deficiency within the meaning of ERISA, or has incurred any
material liability to the Pension Benefit Guaranty Corporation established under
ERISA (or any successor  thereto under such Act) in connection with any employee
benefit plan established or maintained by the Borrower or any Subsidiary.

         3.12  None  of  the   transactions   contemplated   in  this  Agreement
(including,  without  limitation,  the use of the  proceeds  of the  Loan)  will
violate or result in a violation of Section 7 of the Securities  Exchange Act of
1934, as amended, or any regulations issued pursuant thereto, including, without
limitation,  Regulations G, T, U, and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., Parts 207, 220, 221, and 224. None of the proceeds of
the Loan hereunder will be used to purchase or carry (or refinance any borrowing
the proceeds of which were used to purchase or carry) any "margin  stock" within
the meaning of Regulation U.

                       ARTICLE IV - AFFIRMATIVE COVENANTS

         For so long as this  Agreement  is in  effect,  and  unless  the Lender
expressly consents in writing otherwise or to the contrary,  the Borrower hereby
expressly covenants and agrees as follows:

         4.1 Upon the  reasonable  request of the Lender,  the Borrower and each
Subsidiary  shall make  available  its  officers  to the  Lender to discuss  the
financial  affairs  of the  Borrower  or  such  Subsidiary,  at such  times  and
intervals  as the Lender  may  reasonably  request,  and the  Borrower  and each
Subsidiary  shall  promptly  confirm or furnish in  reasonable  detail  whatever
information  relative  to the  Borrower  or  such  Subsidiary  as  the  Lender's
authorized representative, auditor or counsel may reasonably request.

         4.2 The Borrower shall promptly furnish to the Lender:

               (a) not  later  than  120  days  after  and as of the end of each
fiscal year, audited consolidated and consolidating  financial statements of the
Borrower,  to  include a balance  sheet and  statements  of  income,  changes in
stockholders'  equity and cash  flows,  all in  reasonable  detail,  prepared in
accordance with generally accepted  accounting  principles and certified by KPMG
Peat Marwick,  L.L.P. or another  independent  accounting firm acceptable to the
Lender;

               (b) not later than 45 days after and as of the end of each of the
first three  quarters  of each fiscal  year,  unaudited  consolidated  financial
statements of the Borrower, to include a balance sheet and statements of income,
changes  in  stockholders'  equity and cash  flows,  all in  reasonable  detail,
prepared in accordance with generally accepted accounting principles (subject to
changes resulting from normal year-end adjustments),  and certified by the chief
financial officer of the Borrower;

               (c) not later than 45 days after and as of the end of each of the
first three  quarters of each year,  copies of the Report of  Condition  and the
Report of Income and  Dividends of each of the Bank  Subsidiaries  as filed with
the Federal Deposit Insurance Corporation,  the Office of Thrift Supervision, or
other primary federal bank regulatory agency (as the case may be);
<PAGE>
               (d)  not  later  than  30  days  after  and as of the end of each
quarter of each year,  a statement of the  Borrower's  chief  financial  officer
describing  in  reasonable  detail  the  status of  compliance  with each of the
covenants  set  forth  in  Articles  IV  and V  hereof,  and,  in the  event  of
non-compliance  with any of such  covenants,  also setting  forth in  reasonable
detail the action which the Borrower proposes to take with respect thereto;

               (e)  as  soon  as  available,  copies  of  all  proxy  materials,
financial  statements  and  reports  (if any)  which the  Borrower  sends to its
stockholders  and copies of all regular,  periodic  and special  reports and all
registration  statements  which  the  Borrower  files  with the  Securities  and
Exchange Commission or any state securities commission or regulatory agency;

               (f) immediately after the occurrence of a material adverse change
in the business,  properties,  condition,  management or prospects, financial or
otherwise,  of the Borrower or any Subsidiary,  including,  without  limitation,
imposition  of  any  formal  or  informal   letter   agreement,   memorandum  of
understanding,  cease and  desist  order,  or other  similar  regulatory  action
involving the Borrower or any  Subsidiary,  a statement of the Borrower's  chief
executive  officer or chief financial officer setting forth in reasonable detail
such change and the action which the Borrower or any Subsidiary proposes to take
with respect thereto; and

               (g) from time to time upon  request  of the  Lender,  such  other
information  relating  to  the  operations,   business,  condition,  management,
properties  and  prospects of the Borrower or any  Subsidiary  as the Lender may
reasonably request.

         4.3 The  Borrower  shall permit the  Lender's  appropriate  officers to
inspect the  financial  books and records of Borrower  and each  Subsidiary,  to
perform a review of the loan  portfolio of each Bank  Subsidiary  as  reasonably
deemed necessary,  and to review  regulatory  reports to the extent permitted by
the Borrower's and each Subsidiary's regulatory authorities.

         4.4 The Borrower and each Subsidiary shall punctually pay and discharge
all taxes,  assessments  and  governmental  charges or levies imposed upon it or
upon its income or upon any of its property,  as well as all claims of any kind,
which if unpaid, might by law become a lien or charge upon its property,  except
taxes,  assessments,  charges,  levies or claims  which are in good faith  being
timely  litigated  or  otherwise  properly  contested  by  the  Borrower  or the
Subsidiary and as to which the contestant has established an adequate reserve on
its books.

         4.5 The  Borrower  and each  Subsidiary  shall  comply in all  material
respects with the  requirements  of all provisions of  constitutions,  statutes,
rules,  regulations  and orders of  governmental  bodies or regulatory  agencies
applicable  to it, and all orders and decrees of all courts and  arbitrators  in
proceedings or actions to which it is a party or by which it is bound.

         4.6 The Borrower shall immediately report to the Lender any significant
change in  Borrower's  management or any change of greater than 1% of Borrower's
total  outstanding  shares in the beneficial  ownership of the Borrower's common
stock by any officer, director or 5% or greater stockholder of the Borrower.

         4.7 The  Borrower  shall  purchase a minimum of $50,000 in the stock of
Community Financial Services, Inc., Atlanta, Georgia.
<PAGE>
                         ARTICLE V - NEGATIVE COVENANTS

         For so long as this  Agreement  is in  effect,  and  unless  the Lender
expressly consents in writing otherwise or to the contrary,  the Borrower hereby
expressly covenants and agrees to the following negative covenants:

         5.1 The  Borrower  shall not permit the book  value (as  determined  in
accordance with generally accepted accounting  principles) of the shares of Bank
Stock under pledge to the Lender as of the end of any fiscal  quarter during the
term of this Agreement to be less than $32,000,000.

         5.2 The Borrower shall not permit the Total Risk-Based Capital Ratio of
the  Borrower or any of the Bank  Subsidiaries  as of the end of any fiscal year
during the term of this Agreement to be less than 9.0%.

         5.3 The  Borrower  shall  not,  and  shall not  permit  any of the Bank
Subsidiaries to, fail to comply with any minimum capital  requirement imposed by
any of their federal and state regulators.

         5.4  The   Borrower   shall  not  permit  the   earnings  of  the  Bank
Subsidiaries,  on an  annualized  basis as of the end of each  calendar  quarter
during the term of this  Agreement,  to be less than  adequate on a  prospective
basis to pay to the Borrower in the immediately succeeding calendar year legally
permissible  dividends in amounts  sufficient  to fund the payments of principal
and interest on the Loan required under the Note and this Agreement  during such
year,  except to the  extent  that new funds  available  for debt  service in an
amount sufficient to cover the prospective  deficiency are made available to the
Borrower in a manner that does not violate any covenant in this Agreement or any
other Financing Document.

         5.5  Neither  the  Borrower  nor any Bank  Subsidiary  shall  receive a
composite CAMELS rating from any of its regulators other than a "1" or "2".

         5.6 Neither the Borrower nor any Bank Subsidiary  shall permit its Core
Capital to be less than 5.0% of total assets.

         5.7 The Borrower  shall  neither  declare nor pay any dividend nor make
any  distribution on any shares of stock of the Borrower or to its  stockholders
(other  than  dividends  or  distributions  payable  in  shares  of stock of the
Borrower),  nor shall the Borrower retire, redeem, purchase or otherwise acquire
for  value,  directly  or  indirectly,  any shares of the  capital  stock of the
Borrower  (nor  permit  any  Subsidiary  to do so) if an  Event of  Default  has
occurred or if such declaration,  payment, distribution,  retirement,  purchase,
redemption or other acquisition would result in an Event of Default hereunder or
an event  which,  with the giving of notice or passage of time (or both),  would
constitute such an Event of Default.

         5.8 Other than the CFM Loan,  the  Borrower  shall not,  nor permit any
Bank Subsidiary to, incur, create, assume or permit to exist any indebtedness or
liability for borrowed money in excess of $250,000 other than to the Lender, the
Borrower or a  wholly-owned  Subsidiary  of the  Borrower,  without prior Lender
approval,  except that this  covenant  shall not apply to  deposits,  repurchase
agreements,   reverse   repurchase   agreements,   reverse  dollar  roll  repos,
overdrafts,  borrowing  of  federal  funds,  FHLB  advances,  and other  banking
transactions  entered into by a Bank  Subsidiary  in the ordinary  course of its
business.
<PAGE>
         5.9 The  Borrower  shall not in any  manner,  directly  or  indirectly,
become a guarantor of any obligation of, or an endorser of, or otherwise  assume
or become liable upon any notes, obligations, or other indebtedness of any other
Person  (other  than a  Subsidiary)  except in  connection  with the  normal and
ordinary course of business.

         5.10 Without the prior  written  consent of the Lender,  which  consent
will not be unreasonably  withheld,  the Borrower shall not, nor permit any Bank
Subsidiary to, transfer all or substantially  all of its assets to,  consolidate
with or merge with any other Person or acquire all or  substantially  all of the
properties  or capital stock of any other  Person,  or create any  Subsidiary or
enter into any partnership or joint venture.

         5.11 Without the prior  written  consent of the Lender,  which  consent
will not be  unreasonably  withheld,  the  Borrower  shall  not,  nor permit any
Subsidiary to, change or amend its articles or certificate of  incorporation  or
association or its bylaws.

         5.12 Without the prior  written  consent of the Lender,  which  consent
will not be unreasonably  withheld, the Borrower shall not permit any Subsidiary
(either  directly or  indirectly  by the  issuance of rights or options  for, or
securities convertible into, such shares) to issue, sell or otherwise dispose of
any shares of any class of its stock (other than directors'  qualifying  shares)
except to the Borrower or a wholly-owned Subsidiary of the Borrower.

         5.13 Without the prior  written  consent of the Lender,  which  consent
will not be  unreasonably  withheld,  the  Borrower  shall not sell or otherwise
dispose  of, or part with  control of, any  securities  or  indebtedness  of any
Subsidiary, and the Borrower shall not pledge, hypothecate,  assign, transfer or
grant a security interest in any of the capital stock or other securities of any
of its Subsidiaries.

         5.14 Neither the Borrower nor any  Subsidiary  shall incur or suffer to
exist any material accumulated funding deficiency within the meaning of ERISA or
incur  any  material  liability  to the  Pension  Benefit  Guaranty  Corporation
established under ERISA (or any successor thereto under ERISA).

         5.15 The  Borrower  shall  not,  nor  permit  any Bank  Subsidiary  to,
voluntarily  change its president,  chief  executive  officer or chief financial
officer without giving prompt written notice to the Lender.

                       ARTICLE VI - CONDITIONS PRECEDENT

         All of the Lender's obligations under this Agreement, including without
limitation any  obligation to make any advance of the Loan to the Borrower,  are
subject to the prior  fulfillment of each of the following  conditions,  and the
Borrower shall use its best efforts to cause each of the following conditions to
be so fulfilled:

         6.1 All  representations  and  warranties of the Borrower  contained in
this Agreement and in each and every one of the other Financing  Documents shall
be true,  correct,  complete and accurate in all material  respects on and as of
the date of each advance of the Loan.

         6.2 The  Borrower  and each  Subsidiary  shall  have duly and  properly
performed in all material  respects all covenants,  agreements,  and obligations
required by the terms of this Agreement or any of the other Financing  Documents
to be performed by the Borrower or the Subsidiary.
<PAGE>
         6.3 The  Borrower  shall not have  taken or  permitted  to be taken any
actions which would conflict with any of the provisions of Article V hereof.

         6.4 Since the date of this  Agreement no material  adverse change shall
have occurred in the  Borrower's  or any  Subsidiary's  condition  (financial or
otherwise), or in the business, properties,  assets, liabilities,  prospects, or
management of the Borrower or any Subsidiary.

         6.5 Prior to the advance of the Loan, the Borrower shall have delivered
to the Lender the following described documents:

               (a) This Agreement duly executed by the Borrower;

               (b) The Note duly executed by the Borrower;

               (c) The Pledge Agreement duly executed by the Borrower;

               (d) A  Certificate  of  the  Borrower's  Secretary  or  Assistant
Secretary, in form and substance satisfactory to the Lender, with respect to the
corporate  documents  of the  Borrower  and the  Bank,  the  resolutions  of the
Borrower's  directors  authorizing the execution of this Agreement and the other
Financing  Documents,  and such  other  matters  as the  Lender  may  reasonably
require;

               (e)  A  copy  of  the  Borrower's   certificate  or  articles  of
incorporation  certified  by  the  Secretary  of  State  of  the  state  of  its
incorporation;

               (f) A  certificate  of the Secretary of State of the state of the
Borrower's  incorporation  certifying  that the Borrower is a  corporation  duly
organized and in good standing under the laws of such state;

               (g) A copy of the Bank's certificate or articles of incorporation
or association certified by its chartering authority;

               (h)  An  opinion  of  legal   counsel,   in  form  and  substance
satisfactory  to the  Lender,  with  respect  to the  Borrower's  and the Bank's
organization  and  authority,  the  enforceability  of  this  Agreement  and the
Financing  Documents,  and such  other  matters  as the  Lender  may  reasonably
require;

               (i) Stock powers covering all of the Bank Stock; and

               (j) Such other  documents,  instruments  and agreements as may be
reasonably required by the Lender or the Lender's counsel in connection with the
Loan hereunder.

         6.6 No Event of  Default or event  which,  with the giving of notice or
passage of time (or both),  would constitute an Event of Default under the terms
of this Agreement, shall have occurred.

         6.7  Prior  to the  advance  of any  amount  of the Loan in  excess  of
$5,000,000,    the   Lender   shall   have   received   commitments   from   its
respondent/correspondent   banks   to   purchase   at   least   $11,000,000   in
participations in the Loan.
<PAGE>
                        ARTICLE VII - EVENTS OF DEFAULT

         The  occurrence  of  any  one or  more  of the  following  events  will
constitute  an event of default  (herein  called an "Event of  Default")  by the
Borrower under this Agreement:

         7.1 After notice from Lender of amount payable, failure of the Borrower
punctually to make payment of any amount payable,  whether principal or interest
or other amount,  on any of the Liabilities,  whether at maturity,  or at a date
fixed for any prepayment or partial prepayment, or by acceleration or otherwise.

         7.2 If any statement,  representation, or warranty of the Borrower made
in this  Agreement  or in any of the other  Financing  Documents  or at any time
furnished  by or on behalf of the  Borrower  to the  Lender  proves to have been
untrue,  incorrect,  misleading, or incomplete in any material respect as of the
date made.

         7.3 Failure of the Borrower  punctually and fully to perform,  observe,
discharge  or comply  with any of the  covenants  set forth in Article V hereof,
which  failure is not cured  within 30 days after  notice from the Lender to the
Borrower.

         7.4 Failure of the Borrower  punctually and fully to perform,  observe,
discharge or comply with any of the other covenants set forth in this Agreement,
which  failure is not cured  within 30 days after  notice from the Lender to the
Borrower.

         7.5 The  occurrence of a default,  an event of default,  or an Event of
Default under any of the other Financing  Documents or under any other agreement
to which the Borrower  and the Lender are parties or under any other  instrument
executed by the Borrower in favor of the Lender.

         7.6 If the  Borrower or any  Subsidiary  becomes  insolvent or makes an
assignment  for the  benefit  of  creditors;  or if any action is brought by the
Borrower  or  any  Subsidiary  seeking  dissolution  of  the  Borrower  or  such
Subsidiary or liquidation of its assets or seeking the appointment of a trustee,
interim trustee, receiver, or other custodian for any of its property; or if the
Borrower  or any  Subsidiary  commences  a  voluntary  case  under  the  Federal
Bankruptcy  Code;  or  if  any  reorganization  or  arrangement   proceeding  is
instituted by the Borrower or any Subsidiary for the  settlement,  readjustment,
composition or extension of any of its debts upon any terms; or if any action or
petition is otherwise brought by the Borrower or any Subsidiary  seeking similar
relief  or  alleging  that it is  insolvent  or  unable to pay its debts as they
mature.

         7.7 If any action is brought  against the  Borrower  or any  Subsidiary
seeking  dissolution of the Borrower or such Subsidiary or liquidation of any of
its assets or seeking the appointment of a trustee, interim trustee, receiver or
other  custodian  for any of its  property,  and such action is  consented to or
acquiesced in by the Borrower or such  Subsidiary or is not dismissed  within 30
days of the date upon which it was  instituted;  or if any proceeding  under the
Federal Bankruptcy Code is instituted against the Borrower or any Subsidiary and
(i) an order for relief is entered in such proceeding or (ii) such proceeding is
consented  to or  acquiesced  in by the  Borrower or such  Subsidiary  or is not
dismissed  within 30 days of the date upon  which it was  instituted;  or if any
reorganization or arrangement  proceeding is instituted  against the Borrower or
any Subsidiary for the settlement,  readjustment,  composition,  or extension of
any of its  debts  upon  any  terms,  and such  proceeding  is  consented  to or
<PAGE>
acquiesced in by the Borrower or such  Subsidiary or is not dismissed  within 30
days of the date upon which it was  instituted;  or if any action or petition is
otherwise brought against the Borrower or any Subsidiary  seeking similar relief
or alleging  that it is  insolvent,  unable to pay its debts as they mature,  or
generally  not paying its debts as they become due,  and such action or petition
is consented to or  acquiesced  in by the Borrower or such  Subsidiary or is not
dismissed within 30 days of the date upon which it was brought.

         7.8 If the Borrower or any Subsidiary is in default on  indebtedness to
another  Person or an event has  occurred  which,  with the  giving of notice or
passage of time,  or both,  will cause the Borrower or any  Subsidiary  to be in
default on indebtedness to another Person,  and the amount of such  indebtedness
exceeds $500,000 or the acceleration of the maturity of such indebtedness  would
have a material adverse effect upon the Borrower or such Subsidiary.

         7.9  Any  other  Material  Adverse  Change  occurs  in  the  Borrower's
financial condition or means or ability to pay the Liabilities.

         7.10 If any cease and desist order has been entered against Borrower or
any Subsidiary by any federal or state bank or bank holding  company  regulatory
agency or body,  or if the  Borrower or any  Subsidiary  enters into any form of
memorandum of understanding, plan of corrective action, or letter agreement with
any such federal or state bank or bank holding company regulatory agency or body
concerning  a  material  aspect  of its  business,  or if any  other  regulatory
enforcement  action is taken against Borrower or any Subsidiary  relating to the
capitalization,  management  or  material  operation  of  the  Borrower  or  any
Subsidiary.

         7.11 If Borrower or any  Subsidiary  is indicted or convicted or pleads
guilty or nolo  contendere  to any charge that Borrower or such  Subsidiary  has
violated the Federal Money  Laundering  Control Act, the  Controlled  Substances
Act, the Currency and Foreign  Transactions  Reporting Act or any other federal,
state  or  local  drug,  controlled  substances,   money  laundering,   currency
reporting,  racketeering,  or   racketeering-influenced-and-corrupt-organization
statute or regulations,  or any other similar federal, state or local forfeiture
statute (including without limitation 18 U.S.C. ss. 1963).

         7.12 If any Person (other than a Person who controls Borrower as of the
date of this  Agreement)  or group of Persons  acting in concert  (other  than a
group of Persons which controls Borrower as of the date of this Agreement) shall
at any time after the date of the Agreement acquire control of the Borrower,  as
such term is defined by the Change in Bank Control Act of 1978,  as amended,  12
U.S.C. ss. 1817(j), and the rules and regulations adopted thereunder.

         7.13 If the Borrower  ceases to own 100% of the issued and  outstanding
capital stock of, or to control,  the Bank, or ceases to control any of the Bank
Subsidiaries.

                      ARTICLE VII - REMEDIES UPON DEFAULT

         8.1 Upon the occurrence of an Event of Default:

               (a) Any of the  Liabilities may  (notwithstanding  any provisions
contained  therein or herein to the  contrary),  at the option of the Lender and
without  presentment,emand,  notice  or  protest  of any kind  (all of which are
expressly  waived  by the  Borrower  in this  Agreement),  be  declared  due and
payable, whereupon they immediately will become due and payable;
<PAGE>
               (b) The Lender may also,  at its option,  and  without  notice or
demand of any kind,  exercise  from time to time any and all rights and remedies
available  to it under  this  Agreement  or  under  any of the  other  Financing
Documents, as well as exercise from time to time any and all rights and remedies
available  to a secured  party  when a debtor  is in  default  under a  security
agreement as provided in the Uniform Commercial Code of Georgia, or available to
the  Lender  under any other  applicable  law or in  equity,  including  without
limitation  the  right to any  deficiency  remaining  after  disposition  of the
Collateral; and

               (c) The  Borrower  shall  pay  all of the  reasonable  costs  and
expenses incurred by the Lender in enforcing its rights under this Agreement and
the other  Financing  Documents.  In the event any claim under this Agreement or
under any of the other  Financing  Documents  is  referred  to an  attorney  for
collection,  or collected by or through an attorney at law, the Borrower will be
liable to the Lender for all  expenses  incurred by it in seeking to collect the
Liabilities or to enforce its rights hereunder, in the other Financing Documents
or in the Collateral, including, without limitation, reasonable attorneys' fees.

         8.2 Any  proceeds  from  disposition  of any of the  Collateral  may be
applied by the Lender first to the payment of all expenses and costs incurred by
the Lender in collecting such Liabilities, in enforcing the rights of the Lender
under each and every one of the Financing Documents and in collecting, retaking,
holding,  preparing  the  Collateral  for and  advertising  the  sale  or  other
disposition of and realizing upon the Collateral, including, without limitation,
reasonable  attorneys' fees as well as all other legal expenses and court costs.
Any balance of such  proceeds may be applied by the Lender toward the payment of
such of the  Liabilities and in such order of application as the Lender may from
time to time elect.  The Lender shall pay the surplus,  if any, to the Borrower.
The Borrower shall pay the deficiency, if any, to the Lender.

                           ARTICLE IX - MISCELLANEOUS

         9.1 Time is of the essence of this Agreement.

         9.2 This Agreement, together with all of the other Financing Documents,
supersedes all prior  discussions,  understandings and agreements by and between
the  Borrower and the Lender with  respect to the Loan and the  Collateral,  and
together they constitute the sole and entire agreement between the parties.

         9.3 This  Agreement  and the  security  interests  and  security  title
conveyed  under the  Financing  Documents  shall remain in full force and effect
until such time as (i) the  Liabilities  are repaid in full,  (ii) the Lender is
under no  obligation  to make  loans or other  financial  accommodations  to the
Borrower,  and (iii)  either  party in  writing  notifies  the other  that it is
thereby terminating this Agreement.

         9.4 The Lender will not be deemed as a consequence  of any act,  delay,
failure,  omission,  or forbearance  (including  without  limitation  failure to
exercise its rights of  accelerating  the maturity of any of the  Liabilities or
other  indulgences  granted  from time to time by the  Lender)  or for any other
reason: (i) to have waived, or to be estopped from exercising, any of its rights
or remedies under this Agreement or under any of the other Financing  Documents;
or (ii) to have modified, changed, amended, terminated, rescinded, or superseded
any of the terms of this  Agreement or of any of the other  Financing  Documents
unless such waiver, modification, amendment, change, termination, rescission, or
<PAGE>
supersession is express,  in writing and signed by a duly authorized  officer of
the Lender.  No single or partial  exercise by the Lender of any right or remedy
will preclude other or further  exercise thereof or preclude the exercise of any
right or remedy,  and a waiver expressly made in writing on one occasion will be
effective  only in that specific  instance and only for the precise  purpose for
which given,  and will not be construed as a consent to or a waiver of any right
or remedy on any future occasion.

         9.5 Except as provided  otherwise  in this  Agreement,  all notices and
other  communications  under this  Agreement  are to be in writing and are to be
deemed to have been duly given and to be effective upon delivery to the party to
whom they are directed.  If sent by U.S. mail,  first class,  certified,  return
receipt  requested,  postage  prepaid,  and  addressed  to the  Lender or to the
Borrower at their respective  addressees set forth below, such notices,  demands
and other  communications  are to be deemed to have been delivered on the second
business  day after  being so posted. 

If to the Lender:             The Bankers  Bank 
                              2410 Paces Ferry Road 
                              600 Paces Summit 
                              Atlanta, Georgia  30339
                              Attn:  Jack Gardner, Vice President


If to the Borrower:           Coastal Financial Corporation
                              2619 North Oak Street
                              Myrtle Beach, South Carolina  29577
                              Attn:   Michael C. Gerald, President
                                      and Chief Executive Officer
                                      Jerry L. Rexroad, Executive Vice President
                                      and Chief Financial Officer

Either the Lender or the Borrower may, by written notice to the other, designate
a different  address  for  receiving  notices  under this  Agreement;  provided,
however,  that no such change of address will be effective  until written notice
thereof  is  actually  received  by the party to whom such  change of address is
sent.

         9.6 The Borrower may not, without the consent of the Lender,  assign or
transfer any of its rights or duties hereunder or under any of the other
Financing Documents.

         9.7 The Lender may at any time grant  participation in or sell, assign,
transfer or otherwise  dispose of, all or any portion of the indebtedness of the
Borrower outstanding pursuant to this Agreement and the Note; provided, however,
that no such participant,  nor any of its successors or assigns, may be a direct
competitor  of the  Borrower.  The Borrower  hereby  agrees that any holder of a
participation  in, and any assignee or transferee  of, all or any portion of any
amount  owed by the  Borrower  under  this  Agreement  and the Note (i) shall be
entitled  to the  benefits of the  provisions  of this  Agreement  as the Lender
hereunder,  and (ii) may  exercise  any and all  rights  of the  banker's  lien,
set-off or counterclaim with respect to any and all amounts owed by the Borrower
to such assignee,  transferee or holder as fully as if such assignee, transferee
or holder had made the Loan in the amount of the  obligation in which it holds a
participation or which is assigned or transferred to it.
<PAGE>
         9.8  All  statements,   reports,  certificates,   opinions,  and  other
documents or information  furnished to the Lender under the Financing  Documents
shall be supplied by the  Borrower  without  cost to the  Lender.  Further,  the
Borrower shall  reimburse the Lender on demand for all  out-of-pocket  costs and
expenses  (including  reasonable legal fees and recording costs) incurred by the
Lender  in  connection  with  the  preparation,  establishment,  interpretation,
operation,  and  enforcement  of the  Financing  Documents or the  protection or
preservation  of any right or claim of the Lender with respect to the  Financing
Documents.

         9.9 The Borrower  will pay all taxes (if any) in  connection  with this
Agreement,  any of the other  Financing  Documents,  any loan made in connection
with this  Agreement,  or the  issuance  or  ownership  of any of the  Financing
Documents and in connection with any  modification of this loan, this agreement,
or any of the Financing Documents (excluding, however, any taxes imposed upon or
measured  by the net income of the  Lender),  and will save the Lender  harmless
without  limitation as to time against any and all  liabilities  with respect to
all such taxes. The obligations of the Borrower under this section shall survive
the payment of the Liabilities and the termination of this Agreement.

         9.10 In addition to any other  amounts  payable by Borrower  under this
Agreement,  Borrower hereby agrees to pay and indemnify  Lender from and against
all  claims,  liabilities,  losses,  costs,  and  expenses  (including,  without
limitation,  reasonable  attorneys'  fees and expenses)  which Lender may (other
than as a result of the gross negligence or willful misconduct of Lender), incur
or be subject to as a consequence,  directly or indirectly, of (i) any breach by
Borrower of any warranty, term or condition in, or the occurrence of any default
under,  this Agreement or any other  Financing  Document,  including all fees or
expenses  resulting  from the settlement or defense of any claims or liabilities
arising  as a  result  of any  such  breach  or  default,  (ii)  allegations  of
participation or interference by Lender in the management, contractual relations
or other affairs of Borrower or any Subsidiary,  (iii)  allegations  that Lender
has joint liability with Borrower or any Subsidiary for any reason, and (iv) any
suit,  investigation,  or proceeding as to which Lender or such  participant  is
involved as a  consequence,  directly or  indirectly,  of its  execution of this
Agreement or any other  Financing  Document,  or any other event or  transaction
contemplated  by any of the  foregoing.  The  obligations of Borrower under this
Section 9.10 shall survive the termination of this Agreement.

         9.11 Upon the occurrence of an Event of Default hereunder,  the Lender,
without  notice or demand of any kind,  may hold and set off against such of the
Liabilities  (whether matured or unmatured) as the Lender may elect, any balance
or amount  to the  credit  of the  Borrower  in any  deposit,  agency,  reserve,
holdback or other account of any nature whatsoever maintained by or on behalf of
the Borrower  with the Lender at any of its offices,  regardless of whether such
accounts  are general or special and  regardless  of whether  such  accounts are
individual or joint. Any Person purchasing an interest in debt obligations under
this Agreement held by the Lender may exercise all rights of offset with respect
to such  interest as fully as if such  Person were a holder of debt  obligations
hereunder in the amount of such interest.

         9.12 If at any  time  the  Lender  upon  advice  of its  counsel  shall
determine  that any further  document shall be required to effect this Agreement
and the  transactions and other agreements  contemplated  thereby,  the Borrower
shall,  and shall cause its  Subsidiaries  to, execute and deliver such document
and otherwise carry out the purposes of this Agreement.
<PAGE>
         9.13 This Agreement and all of the other Financing  Documents have been
made and  delivered  in the State of  Georgia,  and the  terms,  provisions  and
performance  thereof  are in all  respects,  including  without  limitation  all
matters of construction, interpretation, validity, enforcement, and performance,
to be  construed  in  accordance  with and  governed  by the laws of that State,
including without limitation the Uniform Commercial Code of Georgia,  as amended
from time to time.  Wherever  possible,  each provision of this Agreement and of
each and every one of the other Financing Documents is to be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
thereof  is  prohibited  or  invalid  under such law,  such  provision  is to be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or of any of the other Financing Documents.

         9.14  "Herein,"  "hereof," and  "hereunder"  and other words of similar
import  refer to this  Agreement as a whole and not to any  particular  article,
paragraph, section or other subdivision.

         9.15 The titles of the Articles appear as a matter of convenience  only
and shall not affect the interpretation hereof.

         9.16 Words  importing  the  singular  number  shall  include the plural
number and vice versa, and pronouns used shall be deemed to cover all genders.

         9.17 This  Agreement  may not be  amended,  supplemented  or  otherwise
modified  except by an  instrument  in  writing  signed  by each of the  parties
hereto.
<PAGE>


                  IN WITNESS  WHEREOF,  the Lender has executed this  Agreement,
and the Borrower has executed this Agreement and placed its seal hereon,  all as
of the day and year first above written.


                                BORROWER:

                                COASTAL FINANCIAL CORPORATION


                                By:      /s/Michael C. Gerald
                                         --------------------
                                         Michael C. Gerald
                                Title:   President and Chief Executive Officer

                                Attest:

                                Title:


                                         [CORPORATE SEAL]


                                LENDER:

                                THE BANKERS BANK


                                By:      /s/Jack Gardner
                                         Jack Gardner
                                Title:   Vice President

                                Attest:

                                Title:


                                          [BANK SEAL]