<PAGE>
                                                                   EXHIBIT 10.5


                           AGREEMENT FOR THE SALE AND

                            PURCHASE OF REAL ESTATE

         THIS AGREEMENT (herein referred to as this "AGREEMENT"), entered into
as of this 28th day of November, 2001 by and between PEACHTREE CITY HOLDINGS,
L.L.C., a Georgia limited liability company (hereinafter referred to as
"SELLER"), and SOUTHERN COMMUNITY BANK (hereinafter referred to as
"PURCHASER");

         WITNESSETH THAT: For and in consideration of the sum of One Hundred
and no/100ths Dollars ($100.00) paid this date by Purchaser to Seller, the
receipt of which is hereby acknowledged by Seller and which is non-refundable
(but at Closing, as defined in Subparagraph 4.01 below, shall become a part of
the Earnest Money and apply toward the Purchase Price), the mutual covenants
contained herein, and for other good and valuable consideration as herein
provided, the parties hereto, intending to be legally bound, agree as follows:

1.00     PURCHASE AND SALE

         1.01     Upon the terms and conditions hereinafter set forth, Seller
agrees to sell and Purchaser agrees to purchase a 1.2 acre, more or less, site
lying and being in Land Lot(s) 130 and 159 of the 7th District of Fayette
County, Georgia, being more particularly described on EXHIBIT "A", attached
hereto and incorporated herein by this reference (hereinafter referred to as
the "PROPERTY"). Purchaser agrees that Purchaser is buying the Property in an
"as is" condition and the Seller is making no representations or warranties as
to the condition of the Property or the habitability or use thereof.

2.00     EARNEST MONEY

         2.01     Purchaser shall pay Twenty Five Thousand and No/100 Dollars
($25,000.00) to Seller upon Purchaser's execution and delivery of this
Agreement, which amount shall be held by Seller as earnest money (hereinafter
referred to as "EARNEST MONEY") and shall be applied against the Purchase Price
as provided for in Paragraph 3.00 hereof, or otherwise disbursed or retained by
Seller in accordance herewith.

3.00     PURCHASE PRICE

         3.01     The purchase price of the Property shall be Seven and 45/100
Dollars ($7.45) per square foot and shall be determined by multiplying the
total square footage as shown on the survey provided for in Paragraph 15.00
hereof by the price per square foot set forth above and the amount so
determined (herein referred to as the


<PAGE>


"PURCHASE PRICE") shall be paid by Purchaser in cash at Closing by wire
transfer of immediately available funds, cashiers check or such other check as
shall be satisfactory to Seller, less a credit for the Earnest Money.

4.00     CLOSING

         4.01     The closing of the sale contemplated herein (hereinafter
referred to as the "CLOSING") shall be held at the offices of the Seller in
Peachtree City, Georgia or at such other place mutually acceptable to the
parties hereto, on or before 180 days after the Effective Date (as defined in
Paragraph 6 hereof) or the 3rd day of June, 2002, whichever is sooner, during
regular business hours. The exact time of Closing shall be designated by
Purchaser by giving notice thereof to Seller not less than ten (10) days prior
to Closing. The acceptance of a deed to the Property by the Purchaser shall be
deemed to be full performance and discharge of every agreement and obligation
on the part of the Seller to be performed pursuant to the provisions of this
Agreement except those which are herein specifically stated to survive the
Closing.

5.00     TITLE

         5.01     At the Closing Seller shall convey to Purchaser fee simple
title (same being defined as insurable at standard rates by a national title
insurance company on its own standard ALTA owner's form free and clear of liens
and encumbrances except standard exceptions as to questions of survey, claims
of liens resulting from actions of Purchaser or Permitted Title Exceptions, as
that term is hereinafter defined) to the Property by Limited Warranty Deed,
which shall be in the form of and contain the same warranty as the Limited
Warranty Deed attached hereto as EXHIBIT "B" and by this reference made a part
hereof, which Limited Warranty Deed shall be executed by Seller pursuant to due
authorization, witnessed and acknowledged as required by applicable law and
delivered to Purchaser by Seller at Closing. In addition to the Limited
Warranty Deed, Seller shall also deliver to Purchaser at Closing an entity
non-foreign certification and a property owner's affidavit reasonably
acceptable to Purchaser's title insurer.

         5.02     Title to the Property shall be conveyed by Seller to
Purchaser free of all liens, leases and encumbrances with the following
exceptions (which exceptions are hereinafter referred to as the "PERMITTED
EXCEPTIONS"):

                  (i)      Current city, state and county ad valorem property
                  and sanitary taxes not yet due and payable;

                  (ii)     All zoning ordinances and governmental restrictions
                  affecting the Property;


                                       2
<PAGE>


                  (iii)    Deed Restrictions attached as EXHIBIT "A" to the
                  Limited Warranty Deed provided by in Subparagraph 5.01 above;

                  (iv)     General utility, sewage, drainage and access
                  easements and pedestrian or cart paths now affecting the
                  Property;

                  (v)      Those matters that would be revealed by a survey, or
                  physical inspection, of the Property if such survey or
                  inspection were made.

         5.03     Purchaser shall have ninety (90) calendar days after the
Effective Date to examine title to the Property and to furnish Seller with a
written statement of objections, if any, other than the Permitted Exceptions,
to the title to the Property accompanied by a copy of Purchaser's title report
disclosing such objections to title. Should Purchaser fail to notify Seller of
any such objections to title to the Property within the aforesaid ninety (90)
day period, Purchaser shall be deemed to have waived all objections to the
title to the Property as of said date, and any exceptions disclosed by an
examination of title to the Property as of the date of Purchaser's title report
or which would have been disclosed as of the expiration of said ninety (90) day
period had such an examination of title been made, whichever is later, shall be
deemed to be included in the Permitted Exceptions. Seller shall have until the
Closing Date in which to cure such valid objections of which it was notified by
Purchaser. Should Seller fail to satisfy or cure all such valid objections,
then Purchaser shall have the right at Purchaser's election either to terminate
this Agreement and thereupon be entitled to a refund of Purchaser's Earnest
Money, or waive those title objections which Seller failed to satisfy or cure
and proceed to close the sale of the Property contemplated herein and accept
the Property subject to such objections with no reduction in the Purchase
Price.

         5.04     Should Seller be unable to convey fee simple title to the
Property subject only to Permitted Exceptions, the sole obligation of Seller
shall be to refund Purchaser's Earnest Money and, upon the making of such
refund, this Agreement shall wholly cease and terminate and no party shall have
any further claim against any other by reason of this Agreement, and the lien
or right, if any, of the Purchaser against or to the Property shall wholly
cease.

         5.05     The Seller shall not be required, and is not obligated
hereby, to bring any action or proceedings or otherwise to incur any expense to
cure any objections to title or otherwise to render title to the Property free
of any liens, leases or encumbrances whatsoever.


                                       3
<PAGE>


6.00     EFFECTIVE DATE

         6.01     For the purposes of this Agreement, the term "EFFECTIVE DATE"
shall mean the date on which the last of Purchaser and Seller shall execute
this Agreement, as evidenced by the date opposite their respective signature
blocks on the signature page hereof.

7.00     PRORATIONS

         7.01     At the Closing, all city, state and county and ad valorem
property taxes for the calendar year of Closing, and all water and sewer
charges and assessments of any kind on the Property for the then current
assessment period, shall be prorated between Purchaser and Seller as of the
Closing Date. If the actual amount of the taxes for the then current year are
not known at Closing, the ad valorem property taxes shall be prorated on the
basis of the taxes for the immediate prior year and a new proration to be made,
if necessary, when the tax bills are issued for the calendar year of Closing
and in such event either Purchaser or Seller, as applicable, immediately shall
pay to the other on demand any balance due to the other. This paragraph shall
survive the Closing and the delivery of the deed of conveyance.

8.00     INSPECTIONS

         8.01     Purchaser shall, for a period of ninety (90) days after the
Effective Date (the "Inspection Period"), have the privilege of going upon the
Property, with Purchaser's agents, representatives or designees, to examine,
survey, and make such inspections and engineering tests as the Purchaser may
deem necessary on the Property. Purchaser shall provide Seller reasonable
notice as to the date and time Purchaser anticipates its agents or
representatives to perform such tests so Seller may have a representative
present. Purchaser shall indemnify and hold Seller harmless from and against
any and all liens which may arise as a result of Purchaser's activities on the
Property or the activities of Purchaser's agents, representatives, or
designees, and against any and all claims for death or injury to persons or
property arising out of or as a result of Purchaser's going upon the Property
or from the activities of Purchaser's agents, representatives, or designees
upon the Property pursuant to the provisions of this subparagraph. If the
purchase and sale contemplated hereby shall not close for any reason other than
a default by Seller hereunder, Purchaser shall provide Seller with a copy of
any and all studies or reports received by Purchaser pursuant to the exercise
by Purchaser of the rights and privileges herein granted and Purchaser, to the
extent


                                       4
<PAGE>


practicable, shall promptly restore the Property to its condition on the date
hereof after all such tests. This paragraph shall survive the Closing and
delivery of the deed of conveyance or earlier termination of this Agreement.

         Seller agrees that in the event Purchaser determines (such
determination to be made in Purchaser's sole discretion) that the Property is
not suitable for its purposes, Purchaser shall have the right to terminate this
Agreement by giving written notice thereof to Seller prior to the expiration of
the Inspection Period. If Purchaser gives such notice of termination within the
Inspection Period, this Agreement shall terminate and the Earnest Money shall
be returned to Purchaser. If Purchaser fails to give Seller a notice of
termination prior to the expiration of the Inspection Period, the Earnest Money
shall be non-refundable, except as provided herein, and Purchaser shall no
longer have any right to terminate this Agreement under this Section 8.01 and
(subject to the provisions of this Agreement) shall be bound to proceed to
Closing and consummate the transaction contemplated hereby pursuant to the
terms of this Agreement.

         8.02     Purchaser hereby agrees that, except as specifically provided
for herein, Seller has made no warranties or representations whatsoever
pertaining to the Property, the condition thereof, the value thereof, or any
other matter with respect to the Property.

9.00     DEVELOPMENT APPROVALS

         No alterations shall be made to the Property prior to the submittal
and approval in writing by Seller of Purchaser's site plans, architectural
elevations and landscape plans. All such plans and elevations shall be
submitted within 120 days of the Effective Date and shall provide Seller with
the information Seller deems necessary in Seller's reasonable judgment to
review such plans. Purchaser has the right to extend the submittal period for
an additional sixty (60) days if necessary. All final landscape plans may be
submitted after site development has started. All plan submittals shall follow
the process outlined in Exhibit "C" attached. If Purchaser elects not to submit
any or all of the required plans and elevations within the 120 day period,
Seller has the right but not the obligation to provide Purchaser with written
notice that this Agreement is null and void and retain Purchaser's Earnest
Money as liquidated damages and neither party shall have any further obligation
to the other.

10.00    NOTICES

         10.01    All notices, demands, deliveries of surveys and any and all
other communications which may be or are required to be given to or made by any
party to the other in connection with this Agreement shall be in writing


                                       5
<PAGE>


and shall be deemed to have been properly given if (i) delivered in person,
(ii) sent by certified mail, return receipt requested, (iii) sent by electronic
transfer device (and confirmed by telephone), and (iv) delivered by commercial
courier, in each case to the addresses set out below or at such other addresses
as specified by written notice and delivered in accordance herewith:

         SELLER:           PEACHTREE CITY HOLDINGS, L.L.C.
                           c/o Pathway Communities
                           Post Office Box 2007
                           200 Westpark Drive, Suite 300
                           Peachtree City, Georgia  30269
                           Attn:  Pat Heaberg

         PURCHASER:        Southern Community Bank

                           525 N Jeff Davis
                           P. O. Box 142069
                           Fayetteville, GA 30214
                           Attn: Gary McGaha

11.00    CONDEMNATION

         11.01    Seller represents to the best of its actual knowledge and
belief the Property is not subject to a condemnation proceeding nor to a bona
fide threat of condemnation by a body having the power of eminent domain or
condemnation. If prior to the closing of the sale contemplated herein all or
part of the Property is subject to a bona fide threat of condemnation by a body
having the power of eminent domain or condemnation, or sale in lieu thereof,
Purchaser may by written notice to Seller, given within ten (10) days of
Purchaser's receiving actual notice of such condemnation, damage or
destruction, elect to rescind and cancel this Agreement, and upon rescission,
the Earnest Money shall be promptly returned to Purchaser, whereupon no party
hereto shall have any right or obligation hereunder whatsoever (the date of
Closing shall be extended if necessary to allow Purchaser the aforesaid ten
(10) day period). If Purchaser does not elect so to rescind, this Agreement
shall remain in full force and effect, and the purchase contemplated herein,
less any interest taken by eminent domain or condemnation, shall be effected
with no further adjustments, and at Closing, Seller shall assign, transfer and
set over to Purchaser all of Seller's right, title and interest in and to any
awards that have been or that may thereafter be made for such taking.


                                       6
<PAGE>


12.00    BROKERAGE

         12.01    Purchaser and Seller each represent and warrant that there
are no claims for brokerage commissions or fees or like charges payable in
connection with this transaction by virtue of contacts or activities of either
Purchaser or Seller. Purchaser and Seller hereby indemnify each other against,
and agree to hold each other harmless from, any and all claims for agency or
brokerage commissions or fees or like charges arising out of or in any way
connected with any claimed agency relationship with the indemnitor and relating
to the purchase and sale of the Property, and this provision shall survive the
Closing contemplated hereby and the delivery of the deed of conveyance and,
anything elsewhere contained herein to the contrary not withstanding, any early
termination of this Agreement.

         12.02    Peachtree Brokerage Group ("PBG"), as a Georgia licensed real
estate brokerage company, is representing the Seller in this transaction. PBG
may render for Purchaser ministerial acts (being those acts which do not
require discretion or the exercise of PBG's own judgment) such as assisting
Purchaser in determining the availability of utilities and other such matters
as are informative only. For its services in representing Seller, PBG will be
compensated by the Seller and as to that compensation, as between Seller and
Purchaser, Purchaser has no responsibility therefor, such responsibility being
solely that of Seller which Seller agrees to pay.

         12.03    Seller is a licensed Georgia real estate brokerage company.

13.00    DEFAULT

         13.01    In the event of default by Purchaser under the terms hereof,
Seller shall retain the Earnest Money as liquidated damages, in which event
this Agreement shall terminate and all parties shall thereupon be released of
all further liability hereunder. Seller and Purchaser acknowledge that it is
impossible to determine the actual damages Seller would suffer from Purchaser's
default hereunder and that the agreed upon liquidated damages are not punitive
or a penalty but are just, fair and reasonable, all in accordance with O.C.G.A.
Section 13-6-7. Upon such termination, this Agreement, except for the
indemnities provided for in Paragraphs 8.00 and 12.00 hereof, shall wholly
cease and terminate and in such event no party shall have any further claim
against the other by reason of this Agreement, and the lien or right, if any,
of the Purchaser against the Property shall wholly cease.

         13.02    Should Closing not occur on or before the 180th day after the
Effective Date solely because of the default of Seller hereunder, the Earnest
Money (except for the sum of $100.00 provided for in the WITNESSETH


                                       7
<PAGE>


paragraph of this Agreement which shall be retained by Seller as consideration
for entering into this Agreement) shall be refunded to Purchaser, as its sole
remedy.

14.00    RESALE

         14.01    Purchaser hereby represents and warrants and agrees:

                  (i)      that Purchaser has no present plans to sell the
                  Property and the Property is not being purchased for resale
                  on a speculative basis;

                  (ii)     that the Property is being acquired by Purchaser for
                  the sole purpose of constructing thereon a building having
                  not less than 3,500 square feet for use as a banking facility
                  for his/her/its own use.

                  (iii)    that Purchaser shall obtain a building permit for,
                  and commence construction of, such building on or before
                  twenty-four (24) months after the date of Closing; and,

                  (iv)     that in the event Purchaser shall fail to have
                  obtained a building permit and commenced construction of such
                  building within the period hereinabove provided, Seller shall
                  have the right to repurchase the Property from Purchaser for
                  an amount equal to the Purchase Price. In the event Seller
                  exercises the repurchase right provided herein, Purchaser
                  shall convey the Property to Seller by limited warranty deed
                  free and clear of all liens and encumbrances except those
                  provided in the deed pursuant to which title to the Property
                  is conveyed to Purchaser by Seller. The provision of this
                  paragraph shall survive the closing of the purchase and sale
                  contemplated by this Agreement and the delivery of the deed
                  of conveyance by Seller to Purchaser.

15.00    SURVEY

         15.01    Seller, at its own expense, shall provide a current survey
(the "SURVEY") of the Property prepared by a surveyor registered in the State
of Georgia and the description of the Property, as conveyed, will be prepared
from that Survey.

16.00    SELLER'S MANAGER

         16.01    Pathway Communities, Inc. shall act on behalf of Seller for
all specific approvals required by Seller under the Deed Restrictions attached
hereto as Exhibit "A" to the Limited Warranty Deed.

         16.02    Pathway Communities, Inc. is a licensed real estate brokerage
company.


                                       8
<PAGE>


17.00    MISCELLANEOUS

         17.01    This Agreement shall be construed and interpreted under the
laws of the State of Georgia.

         17.02    Purchaser shall pay all closing costs incident to the
transaction contemplated herein, except Seller's attorney's fees and Georgia
Property transfer taxes.

         17.03    All rights, powers and privileges conferred hereunder upon
the parties shall be cumulative but not restrictive of those given by law.

         17.04    No failure of any party to exercise any power given such
party hereunder or to insist upon strict compliance by any party with its
obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof, shall constitute a waiver of any party's right to demand
exact compliance with the terms hereof.

         17.05    Time is of the essence in complying with the terms,
conditions and agreements of this Agreement.

         17.06    This Agreement contains the entire agreement of the parties
hereto and no representations, inducements, promises, or agreements, oral or
otherwise, among the parties not embodied herein shall be of any force of
effect.

         17.07    Any amendment to this Agreement shall not be binding upon any
of the parties to this Agreement unless such amendment is in writing duly
executed by all of the parties hereto.

         17.08    At Closing, Purchaser and Seller shall execute and deliver,
properly attested and acknowledged as required, all documents necessary to
consummate this transaction.


                                       9
<PAGE>


         IN WITNESS WHEREOF, Seller and Purchaser have caused, under seal, this
instrument to be executed as of the day and year first above written.


Date Executed by Seller:

                                               , 2001
-----------------------------------------------



Date Executed by Purchaser:

                                               , 2001
-----------------------------------------------



Date Executed by Seller's Manager:

                                    , 2001
------------------------------------



Date Executed by Seller's Broker:

                                    , 2001
------------------------------------


SELLER:

PEACHTREE CITY HOLDINGS, L.L.C.

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

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


                                      10
<PAGE>


PURCHASER:

SOUTHERN COMMUNITY BANK

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

Name:
     --------------------

Title:
      -------------------
       (CORPORATE SEAL)



SELLER'S MANAGER:

PATHWAY COMMUNITIES, INC.

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

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



SELLER'S BROKER:

PEACHTREE BROKERAGE GROUP

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

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


                                      11
<PAGE>


                                  EXHIBIT "A"

             TO AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE

                               LEGAL DESCRIPTION

         ALL THAT TRACT OR PARCEL OF LAND lying and being in Land
Lot(s)___________ of the _____th District of Fayette County, Georgia and being
more particularly described as follows:


<PAGE>


                                  EXHIBIT "B"

             TO AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE

                                STATE OF GEORGIA

                               COUNTY OF FAYETTE

                             LIMITED WARRANTY DEED

         THIS INDENTURE, made and entered into this the ______ day of
_______________, 19___ between , PEACHTREE CITY HOLDINGS, L.L.C., a Georgia
Limited Liability Company as party of the first part, hereinafter called
"Grantor", and __________________________, as party of the second part,
hereinafter called "Grantee" (the words "Grantor" and "Grantee" to include
their respective heirs, successors and assigns where the context requires or
permits).

         WITNESSETH THAT: Grantor, for and in consideration of the sum of TEN
AND NO/100THS DOLLARS ($10.00) in hand paid at and before the sealing and
delivery of these presents, the receipt whereof is hereby acknowledged, has
granted, bargained, sold, aliened, conveyed and confirmed, and by these
presents does grant, bargain, sell, alien, convey and confirm unto the said
Grantee, its successors and assigns, subject to the reservations and
restrictions hereinafter stated, unto the following described property:


                       [LEGAL DESCRIPTION TO BE INSERTED]


         This conveyance and the limited warranty of title herein are expressly
made subject to the following:

                  (i)      Current city, state and county ad valorem property
                  and sanitary taxes not yet due and payable;

                  (ii)     All zoning ordinances and governmental restrictions
                  affecting the above described property;

                  (iii)    Deed Restrictions attached hereto as EXHIBIT "A";

                  (iv)     General utility, sewage, drainage and access
                  easements and pedestrian or cart paths now affecting the
                  Property;

                  (v)      Those matters that would be revealed by a survey, or
                  physical inspection, of the Property if such survey
                  or inspection were made.

         TO HAVE AND TO HOLD the said tract or parcel of land, with all and
singular the rights, members and appurtenances thereof, to the same being,
belonging, or in anywise appertaining, to the only proper use, benefit and
behoof of the said Grantee forever in FEE SIMPLE.

         AND THE SAID Grantor, for itself, its successors and assigns, will
warrant and forever defend the right and title to the above described property
unto the said Grantee, its successors and assigns only, against the claims of
all persons claiming under, by or through Grantor and no other.


<PAGE>


         IN WITNESS WHEREOF, the Grantor has caused this indenture to be
executed by and through its duly authorized officers on this the day and year
first above written.

Signed, sealed and delivered                 PEACHTREE CITY HOLDINGS, L.L.C.
in our presence this _______ day

----------------------, --------


                                             By:
--------------------------------                -------------------------------
Unofficial Witness
                                                Title:
                                                      -------------------------
------------------------------
Notary Public


                                       2
<PAGE>


                      EXHIBIT "A" TO LIMITED WARRANTY DEED

                          COMMERCIAL DEED RESTRICTIONS

A.       CONSTRUCTION

         1.       No alterations shall be made to the property until site plans
and grading plans have been approved in writing by Grantor, which shall have
the right to establish and amend procedures and standards to guide its review
of such plans. In particular, no clearing or grading shall take place on the
property until Grantor has given written approval of the proposed ingress and
egress, onsite circulation and parking, building location, and all areas where
it is proposed to remove existing trees. No trees on the site with a diameter
of at least six inches shall be removed without the specific written approval
of Grantor.

         2.       No structure shall be erected or placed on the property until
the building plans, drainage and grading plans, specifications and site plans
for such structure have been approved in writing by Grantor. As a minimum,
final plans and specifications shall show the nature, kind, shape, dimensions,
materials, basic exterior finishes, and colors, location, floor plans, and
elevations of the proposed structure. Exterior alterations or additions shall
be subject to the original restrictions and shall conform essentially to the
original architectural design. All structures which are erected or placed on
such land and all alterations which are made to such structures shall conform
to the approved plans, specifications and site plan.

         3.       No fence, wall or overhead utility of any kind shall be
erected or permitted to remain upon any portion of the property without written
approval from Grantor.

         4.       The exterior of all structures must be completed within two
years of the date Grantor approves the plans, except where such completion is
impossible or would result in great hardship to the owner or builder due to
strikes, fires, national emergency, or natural calamities.

         5.       No outdoor lighting fixtures or signs shall be built,
installed or altered on the property until plans and specifications and
locations have been approved in writing by Grantor.

         6.       During the course of construction on the property, no
temporary building, trailer, garage, or structure shall be used as a residence.

         7.       Any proposed change in the color scheme of the exterior of
any buildings or improvements on the site must be approved in writing by
Grantor.

         8.       Grantee, its successors and assigns, except as hereinafter
provided, shall not erect structures and construct paved areas on more than
eighty percent (80%) of the area of the land conveyed by this deed. If Grantee,
its successors or assigns, becomes the owner of any property abutting the
property conveyed hereby, the land conveyed hereby and such abutting property,
at the option of the then owner, shall be combined as one parcel for the
purposes of this restriction. In such event, the then owner of such combined
parcel shall not erect structures or construct paved areas on more than eighty
percent (80%) of the area of such combined parcel. The construction by the then
owner of the property conveyed hereby and the adjacent property of structures
and paved areas covering more than eighty percent (80%) hereby shall be
sufficient, without any other action on the part of such owner, to establish
that the property conveyed hereby and such abutting property have been combined
as one parcel for the purposes of this restriction. Once a property has been
established as a combined parcel for the purposes of this restriction, any
further acquisition of property adjacent to the combined parcel by the then
owner of such combined parcel may likewise be combined for the purposes hereof
in accordance with the provisions of this paragraph.

B.       USE

         9.       Without specific written approval from Grantor, no portion of
the property shall be used except for a banking facility.


<PAGE>


         10.      The property shall not be subdivided in any way for sale,
resale, gift, transfer, or other purpose, except with the written approval of
Grantor.

C.       APPEARANCE

         11.      Any permitted outdoor storage facilities and trash containers
shall be effectively screened from public view.

         12.      No lumber, metals, bulk materials, refuse, trash or other
similar materials shall be kept, stored, or allowed to accumulate outside any
building on the property except during the construction period. During
construction, the building materials on the property shall be placed and kept
in a reasonably orderly fashion.

         13.      No fuel tanks or similar storage receptacles shall be exposed
to public view on the property; such receptacles must be installed within a
building or screened area, or buried. Any exterior installation is subject to
Grantor's approval.

         14.      The landscaping on the property shall be installed in
accordance with an approved landscaping plan and shall be kept in good order
and condition at all times. Should Grantee fail to remedy any deficiency in the
maintenance of the landscaping within thirty (30) days of written notification
from Grantor, Grantor hereby expressly reserves the right, privilege and
license, but not the duty, to make any and all corrections or improvements in
landscaping maintenance at the expense of Grantee. Any such expense incurred by
Grantor in this regard shall be payable by Grantee upon demand.

         15.      No building or structure shall be permitted to fall into
disrepair and each such building or structure shall at all times be kept in
good condition and repair, and adequately painted or otherwise maintained.
Should Grantee fail to remedy any deficiency in the condition of its buildings
or structures within thirty days of written notifications from Grantor, Grantor
hereby expressly reserves the right, privilege and license, but not the duty,
to make any and all corrections or improvements to such buildings or structures
at the expense of Grantee. Any such expense incurred by Grantor in this regard
shall be payable by Grantee upon demand.

         16.      No vending machine of any kind shall be placed on the
property outside a building and in the public view without written approval of
Grantor.

         17.      No product display or advertising shall be placed on the
property outside a building and in the public view without written approval
from Grantor.

         18.      No advertising messages or signs shall be placed on the
inside or outside surfaces of exterior glass without written approval from
Grantor.

         19.      Exterior windows, doors and fixed glass shall be kept free of
bulk storage or any other objects which are not legitimate product displays.

D.       SEWER CONNECTIONS

         20.      Prior to the occupancy of a building on the property, proper
and suitable provision shall be made for the disposal of sewage by connection
with the sewer mains of Peachtree City Water and Sewerage Authority or any
other company offering similar services, whose prior written approval Grantee
shall obtain for the conducting on the property of any process which involves
the generation of sewage effluent other than normal domestic waste.

E.       GENERAL CONDITIONS

         21.      Nothing contained in these restrictions shall be construed to
prevent the erection or maintenance by Grantor, or its duly authorized agents,
of structures, improvements, or signs necessary or convenient to the
development, sale, operation, or other disposition of Grantor's property within
Peachtree City, Georgia.


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<PAGE>


         22.      The approval of plans or specifications submitted for
approval as herein specified for use on the land shall not be deemed to be a
waiver of Grantor's right to object to any of the features or elements embodied
in such plans or specifications, if or when the same features or elements are
embodied in any subsequent plans and specifications submitted for approval.

         23.      Grantor shall have the power and authority, but not the
obligation, to approve or disapprove the plans and specifications, and the
approval of said plans and specifications may be withheld not only because of
the reasonable dissatisfaction of Grantor with the grading plan, location of
the structure on the site, the finished ground elevation, the color scheme,
finish, design, proportions, architecture, shape, height, style, and
appropriateness of the proposed structure or altered structures, the materials
used therein, size, height, or location of trees on the site, or because of its
reasonable dissatisfaction with any or all other matters or things which, in
the reasonable judgment of Grantor, will render the proposed improvement
inharmonious or out of keeping with the general plan of improvement of said
property or with the improvements erected on other land.

         24.      The failure of Grantor or its successors or assigns to
enforce any covenant, condition or restriction shall in no event be deemed to
be a waiver of the right to do so thereafter nor of the right to enforce any
other covenant, condition or restriction.

         25.      Grantor may, from time to time, at any reasonable hour or
hours, enter upon and inspect the property for the purpose of ascertaining
compliance herewith.

         26.      Every person who now or hereafter owns or acquires any right,
title, estate, or interest in the land or portion of the land is and shall be
conclusively deemed to have consented and agreed to every limitation,
restriction, easement, condition and covenant contained herein, whether or not
any reference to these restrictions is contained in the instrument by which
such person acquired an interest in said land or any portion of the land.

         27.      Grantor shall not be liable to any person whomsoever for any
violation of these restrictions and Grantor does not warrant to Grantee or any
other present or future owner that these restrictions will be enforced with
regard to this property. The initiation and enforcement from time to time by
Grantor of the above restrictions is for its sole benefit and control, and
Grantor specifically disavows any obligations, implied or otherwise, to
maintain these restrictions.

         28.      Invalidation of any of the foregoing restrictions or any part
thereof by judgment or court order shall in no way affect any of the other
restrictions which shall remain in full force and effect.

         29.      For the purposes of these restrictions, any written consents
or approvals as may be necessary or required hereunder may be given by such
person or entity as the Grantor may from time to time designate in writing,
which designation will be filed in the public records maintained by the Clerk
of the Superior Court of Fayette County, Georgia, and which will be effective
until the same is revoked in like manner.

         30.      Grantee shall not create, cause or permit hazardous materials
or toxic wastes, as those terms are now or may hereafter be used or referred to
in any rule, regulation or other promulgation of the Environmental Protection
Agency or any successor thereto or any state or local agency or entity having
jurisdiction over environmental matters, to be used, stored or accumulated in
or on the property or any improvements now or hereafter located therein except
as such use, storage or accumulation may be permitted by such agencies or
entities and then only if full compliance with the rules and regulations
established by such agencies or entities and Grantee shall indemnify Grantor
harmless from any and all claims arising out of or resulting from the violation
of this restriction.


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<PAGE>


                                  EXHIBIT "C"

             TO AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE

                      DEVELOPMENT GUIDELINES AND APPROVAL

         1.       No alterations shall be made to the Property until site plans
and grading plans have been approved in writing by Seller, which shall have the
right to establish and amend procedures and standards to guide its review of
such plans. In particular, no clearing or grading shall take place on the
Property until Seller has given written approval of the proposed ingress and
egress, onsite circulation and parking, building location, and all areas where
it is proposed to remove existing trees. No trees on the Property with a
diameter of at least six inches shall be removed without the specific written
approval of Seller.

         2.       No structure shall be erected or placed on the Property until
the building plans, drainage and grading plans, specifications and site plans
for such structure have been approved in writing by Seller. As a minimum, final
plans and specifications shall show the nature, kind, shape, dimensions,
materials, basic exterior finishes and colors, location, floor plans and
elevations of the proposed structure. Exterior alterations or additions shall
be subject to the original restrictions and shall conform essentially to the
original architectural design. All structures which are erected or placed on
the Property and all alterations which are made to such structures shall
conform substantially to the approved plans, specifications and site plan. In
the event that such improvements are reconstructed due to damage or
destruction, the approval required by Section 5 shall be necessary only if the
plans and specifications for the reconstructed building provide for material
variations in exterior materials or architectural design from the buildings
existing on the Property immediately prior to such damage or destruction.

         3.       No fence, wall or overhead utility of any kind shall be
erected or permitted to remain upon any portion of the Property without written
approval from Seller.

         4.       No outdoor lighting fixtures or signs shall be built,
installed or altered on the Property until plans and specifications and
locations have been approved in writing by Seller.

         5.       The approval process for such plans and specifications shall
be as follows:

                  a.       Prior to construction or reconstruction of any
improvements on the Property, the Purchaser shall submit to Seller two (2) sets
of preliminary plans for the buildings and other improvements to be installed
or constructed on the Property or any portion thereof, which plans shall
include:

                           (i)      the location of all buildings thereon;

                           (ii)     dimensions, elevations and heights;

                           (iii)    architectural design, treatment, colors and
                                    finishes of the exterior of the buildings.

                  b.       Within ten (10) business days after such preliminary
plans have been submitted (or resubmitted, as hereinafter provided) to Seller,
Seller shall give the Purchaser written notice of its approval or disapproval
thereof. If Seller does not approve the plans, the notice shall specify the
items on the plans that are not approved and the changes necessary to correct
those items. The Purchaser may then modify the plans to address the disapproved
items and resubmit them to Seller for approval. If Seller shall fail to approve
or disapprove the plans within ten (10) business days after receipt (or
re-submission, as applicable), Seller shall be deemed to have approved such
plans. The Purchaser may modify and resubmit the preliminary plans as many
times as is necessary to obtain approval.

                  c.       After the approval of the preliminary plans by
Seller, the Purchaser of the Property shall prepare the final plans. The final
plans shall be consistent with the approved preliminary plans and when
completed shall be submitted to Seller for approval. Within ten (10) business
days after such final plans have been submitted (or re-submitted, as
hereinafter provided) to Seller, Seller shall give the Purchaser written notice
of its approval or disapproval thereof. Seller shall have the right to object
only to matters shown on the final plans that are inconsistent with the
approved preliminary plans. If Seller does not approve the final plans, the
notice shall specify the items on those plans that are not approved and the
changes necessary to correct those items. The Purchaser may then modify the
plans to address the disapproved items and resubmit them to Seller for
approval. If Seller shall fail to approve or disapprove the plans within ten
(10) business days after receipt (or re-submission, as applicable), Seller
shall be deemed to have approved such plans. The Purchaser may modify and
resubmit the final plans as many times as is necessary to obtain approval.

         6.       All landscaping on the Property shall be installed in
accordance with a landscaping plan approved by Seller. The approval process for
the landscaping plan shall be conducted in the manner set forth in Subsection 5
above.


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