<PAGE>   1

                                                                    EXHIBIT 10.3


FEDERAL HOME LOAN BANK OF ATLANTA                      APPLICATION FOR ADVANCES
1475 Peachtree Street, NE, Atlanta, Georgia 30309

                                                            1/9/98            .
                                                            -------------------
                                                                  (Date)

         Pursuant to, and subject to, the terms of an Agreement for Advances and
Security Agreement with Blanket Floating Lien or an Advances, Specific,
Collateral Pledge and security Agreement ("the Advances Agreement") now on file
with the Federal Home Loan Bank of Atlanta ("the Bank"), the undersigned Member
hereby applies for an advance, under the terms of the FIXED RATE CREDIT program
in the amount of $1,000,000 to mature on sixty months after the date of the
advance (specify either date or months to maturity). For Short Term Credit
advances, indicate reset frequency N/A (i.e. overnight, monthly or quarterly), a
Security Agreement will need to be submitted if additional collateral is being
pledged and the collateral delivered to the Bank prior to funding. For Principal
Reducing Credit advance requests with equal reductions, the first principal
reduction date is specified to be N/A (Date) with N/A principal reductions,
thereafter (Indicate reduction frequency, i.e., quarterly, semi-annually or
annually). For puttable advance requests, the first put date is specified to be
N/A months after the advance grant date. Such advance will draw interest at the
rate prevailing for such program and be subject to a all conditions of such
program.

         It is understood and agreed that in the event the program under which
this application is being made carries a fixed rate of interest for all or any
portion of the term, the Bank will waive its right as set forth in the Advances
Agreement to increase or decrease such rate.

         It is further understood and agreed that in the event the program under
which the application is being made carries an adjustable rate of interest, the
Bank will increase or decrease such rate during the term of the advance pursuant
to the condition of such program.

         /the Member hereby agrees, as a condition of the granting of the
advance, to be bound by the terms and conditions set forth in the Confirmation
and the Bank's Credit and Collateral Policies. In addition, if the Bank requires
that a Confirmation of Advance be executed, the Member hereby agrees, as a
condition of the granting of the advance, to execute such Confirmation. If the
advance is granted under the Community Investment Program (CIP"), the Member
further agrees to abide by the terms and conditions set forth in the CIP
Authorization letter(s) issued by the Bank. If Member is a savings association
and , pursuant to the Qualified Thrift Lender requirements of the Office of
Thrift Supervision, it becomes ineligible for Bank Advances, Member agrees to
immediately provide the Bank with written notice of such ineligibility. The
Member agrees the Bank will not honor advance commitments previously made to it
if its access to Bank advances is subsequently restricted pursuant to the
Federal Home Loan Bank Act ("Act"), or the regulations or guidelines of the
Federal Housing Finance Board.

         The Member certifies that, in accordance with a resolution adopted by
the Board of Directors of the undersigned Member, a certified copy of which
resolution has heretofore been submitted or is attached hereto, the undersigned
is authorized to apply to the Bank for this advance.

         It is agreed, as a condition of making said advance, that, if pursuant
to Section 10(C) or 10(e) of the Act, the Member is required to purchase
additional capital stock, the Bank may deduct the amount of the required
purchase from the proceeds of this advance and apply it towards the purchase of
said stock.

         If this request is for a CIP advance, pleased provide the CIP
authorization number(s): N/A

         If this advance is a repayment of an existing advance(s), provide
existing advance number(s): N/A

         Please disburse the proceeds of this advance as follows:
1.   $1,000,000 to the Member's demand deposit account number 45211
2.   $32,600 (to purchase additional Bank stock under Section 10(C) or 10(e) of
     the Act. (Under Section 10(C) of the Act, capital stock must be at least 5%
     of total advances.)

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Note: This application must be signed by an officer authorized by the Member's
Resolution and Signature Card for Advances or the Credit and Collateral
Signature Card on file with the Bank.

GATEWAY BANK & TRUST                                 (s) Harle B. Green
---------------------------------                ------------------------------
         (Name of Member)                            (Authorized Signature)
RINGGOLD, GA 30736                               HARLE B. GREEN, CHAIRMAN & CFO
---------------------------------
         (location)


                        FEDERAL HOME LOAN BANK OF ATLANTA

                1475 Peachtree Street, NE, Atlanta, Georgia 30309

                    ASSIGNMENT OF MORTGAGES OR DEEDS OF TRUST



KNOW ALL MEN BY THESE PRESENTS, THAT Gateway Bank & Trust, a corporation duly
created and established by law and having its principal place of business in the
City of Ringgold, State of Georgia (hereinafter referred to as the INSTITUTION)
in consideration of the sum of one dollar ($1.00) and other good and valuable
considerations to it in hand paid by the Federal Home Loan Bank of Atlanta, a
corporation organized and existing under the laws of the United States of
America (hereinafter referred to as the BANK), the receipt whereof is hereby
acknowledged, has granted bargained, sold assigned, conveyed transferred and set
over, and by these presents, does grant, bargain sell, assign convey transfer
and sets over unto the said Bank, its successors or assigns, those certain
mortgages or other instruments listed on the attached sheet or sheets marked
Schedule A securing debt, together with the note or notes or other primary
obligations accompanying or described in the herein-mentioned mortgages or other
instruments and all money due and to become due thereon with the interest,
together with any and all indebtedness secured by said respective-instruments,
and together with any shares of stock referred to in said instruments, subject
to the provisions set forth in the assignment of such shares accompanying such
instruments; and the Institution does hereby make, constitute and appoint the
Bank its true and lawful attorney, irrevocable, in its name or otherwise, but at
the Institution's proper costs and charges, with power of substitution, to
transfer any said shares of stock on the books of the Institution and to do in
the premises all that the Institution might or could do if these presents were
not made. The Institution hereby transfers and assigns all of its right, title
and interest in and to each, all or any policies of fire insurance and all other
policies of insurance, accompanying its loan application, as well as all
renewals of substitutions therefor, together with any and all sums of money,
interest or benefit whatsoever now due, or hereinafter to become due and
demandable by reason of destruction by fire, tornado, or otherwise by virtue of
the coverings of said policies on the respective improvements, dwellings,
buildings or on the lands and premises described in the mortgages, Deeds of
Trust or other instruments set forth in Schedule A hereto attached, and assigned
to the Bank as security for the advance made to the Institution.

         The Institution further represents, covenants and warrants that the
herein-mentioned mortgages are at this time in each instance a first lien,
except for taxes due and unpaid for a period not exceeding one year, on property
on which there is a home or other dwelling unit; that none of such mortgages is
contractually delinquent six months or more; that none of such mortgages has
more than 30 years to run to maturity unless such home mortgage is insured under
the National Housing Act, as amended, or insured or guaranteed under the
Servicemen's Readjustment Act of 1944, as amended, Chapter 37 of Title 38; that
none of the borrowers listed herein is a director, officer, employee, agent, or
an attorney of either of the parties hereto; that the title to each of the
properties described in said mortgages has been examined by an attorney or title
company and that there is in the files of the Institution a certificate
certifying that each of said mortgages is a first lien, which certificates will
be delivered to the Bank upon request; that the Institution will be responsible
for keeping the aforementioned insurance in full force and effect and, as to
said policies and/or funds paid or payable thereunder, will act as agent and
trustee for the Federal Home Loan Bank of Atlanta,; that each of the said
mortgages is eligible as collateral under the Federal Home Loan Bank Act and the
Institution agrees that the same may be used as therein provided; 
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and that it will defend the said mortgages against all claims whatsoever and has
full right, title and authority to transfer the same.

The within assignment is made to secure the repayment of any debt or debts now
due or hereafter to become due from the Institution to the Bank as evidenced by
the Institution's primary obligation or obligation, and upon default in the
terms thereof or any of them, the Bank or its assigns may, at its option, sell
all or any of the securities hereby transferred at private or public sale, and
the Institution hereby constitutes and appoints the Bank or its assignees as its
Attorney in Fact to conduct such sale and execute any and all documents
necessary to effectuate a legal conveyance of said securities with full right,
title, and authority to sign the name of the Institution to any such documents
as such Attorney in Fact; and further said Bank as such Attorney in Fact at its
option may take all lawful means fore the collection of all sums due upon the
collateral hereby assigned, and in case of payment may discharge the instruments
securing such debt as fully the Institution could do if acting for itself.

The powers of attorney herein contained are coupled with an interest and are
irrevocable by death or otherwise, and full power of substitution is granted to
the assignee or holder.

The undersigned hereby agrees to execute such other and further instruments that
may be found necessary to fully secure the Federal Home Loan Bank of Atlanta the
payment in full of the indebtedness hereinbefore referred to.

IN WITNESS WHEREOF, the undersigned instituion has caused this assignment to be
duly executed by its officer thereunto duly authorized, this the 3rd day of
January, A.D., 1998.


                                                 Gateway Bank & Trust
                                                 ------------------------
                                                 (Name of Institution)

                                                 Ringgold, Georgia      .
                                                 ------------------------
                                                 (City and State)

                                                 (s) Harle B. Green     .
                                                 ------------------------
                                                 Harle B. Green
                                                 Chairman & CFO


Note: This form must be signed by an officer authorized by the Institution's
current Resolution and Signature Card for Advances on file with the Bank.


<PAGE>   4



                        FEDERAL HOME LOAN BANK OF ATLANTA

           ADVANCES, SPECIFIC COLLATERAL PLEDGE AND SECURITY AGREEMENT

         AGREEMENT, dated as of November 19, 1997, between Gateway Bank and
Trust having its principal place of business at 5102 Alabama Highway, Ringgold,
Georgia 30736 ("Member") and the Federal Home Loan Bank of Atlanta, 1475
Peachtree Street, N. E., Atlanta, Georgia 30309 ("Bank").

         WHEREAS, the Member desires from time to time to participate in the
Bank's credit program(s) under the terms of the Agreement, and the Bank is
authorized to extend credit to the Member pursuant to the provisions of the
Federal Home Loan Bank Act, as now and hereafter amended (the "Act"), and the
regulations and guidelines of the Federal Housing Finance Board (the "Board") or
any successor entity now and hereafter in effect (collectively, the
"Regulations"); and

         WHEREAS, the Bank requires that advances by the Bank be secured
pursuant to this Agreement, and the Member agrees to provide such security as
requested by the Bank by the means set forth in this Agreement;

         NOW THEREFORE, the Member and the Bank agree as follows:

                             ARTICLE 1: DEFINITIONS

Section 1.01 Definitions. As used herein, the following terms shall have the
following meanings:

        A)  "Advance" or "Advances" means any and all loans or other extensions
            of credit, including all Commitment, heretofore, now or hereafter
            granted by the Bank to, on behalf of, or for the account of, the
            Member.

        B)  "Application" means a writing, signed by the Member, in such form or
            forms as shall be specified by the Bank from time to time, by which
            the Member requests, and which if executed by the Bank shall
            together with this Agreement evidence the terms of, and Advance or a
            commitment for an Advance.

        C)  "Capital Stock" means all of the capital stock of the Bank held by
            the Member, and all payments which have been or hereafter are made
            on account of subscriptions to and all unpaid dividends on such
            capital stock.

        D)  "Collateral" means all property, including the proceeds thereof,
            heretofore assigned, transferred or pledged to the Bank by the
            Member as collateral for Advances or other extensions of credit
            prior to the date hereof, and all Capital Stock, First Mortgage
            Collateral, Government and Agency Securities Collateral, Other
            Collateral and Other Securities Collateral, including the proceeds
            thereof, which is now or hereafter pledged to the bank pursuant to
            section 3.01 hereof.

        E)  "Collateral Maintenance Level" means the aggregate dollar amount
            equal to such percentage(s) as the Bank may specify from time to
            time of (1) the outstanding amounts of all Advances; (2) with
            respect to each outstanding Swap Transaction, the amount for which
            the Member is required to maintain Collateral; and (3) any
            additional obligations and liabilities of the Member to the Bank.
            The Bank may increase or decrease the Collateral Maintenance Level
            at any time.

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        F)  "Commitment" or "Commitments" means any and all agreements under
            which the Bank is contractually obligated to make a loan to, or to
            make a future payment on behalf or for the account of, the Member
            (but excluding any obligations that the Bank may now or hereafter
            have to honor items or transfer orders under a depository or similar
            agreement between the Bank and the Member), regardless of whether
            such obligation is contingent in whole or in part, including,
            without limitation, letters of credit or credit issued for the
            account of the Member.

        G)  "Confirmation of Advance" means a writing of machine readable
            electronic transmission, in such form or forms as the Bank may
            general from time to time, by which the Bank agrees to and confirms
            the Member's request for an Advance or a commitment for an Advance
            and which, together with the Agreement, shall evidence the terms of
            such Advance or commitment.

        H)  "First Mortgage Collateral" means First Mortgage Documents
            (excluding participation or other fractional interests therein) and
            all ancillary security agreements, policies and certificates of
            insurance or guarantees, evidences of recordation, applications,
            underwriting materials, surveys, appraisals, approvals, permits,
            notices, opinions of counsel and loan servicing data and all other
            electronically stored and written records or materials relating to
            the loans evidenced or secured by the First Mortgage Documents.

        I)  "First Mortgage Documents" mean mortgages and deeds of trust (herein
            "mortgages") secured by a first lien on one-to-one unit single
            family dwellings, and all notes, bonds or other instruments (herein
            "mortgage notes") evidencing fully disbursed loans secured by such
            mortgages and any endorsements or assignments thereof to the Member.

        J)  "Government and Agency Securities Collateral" means mortgage-backed
            securities (including participation certificates) issued by the
            Federal Home Loan Mortgage Corporation or the Federal National
            Mortgage Association, obligations guaranteed by the Government
            National Mortgage Association, and obligations issued or guaranteed
            by the United States or an agency thereof.

        K)  "Indebtedness" means all indebtedness, now or hereafter outstanding,
            of the Member to the Bank, including, without limitation, all
            Advances and all other obligations to pay and liabilities of the
            Member to the Bank.

        L)  "Lendable Collateral Value" means an amount equal to such percentage
            as the Bank shall from time to time, in its sole discretion, ascribe
            to the market value or unpaid principal balances of items of
            Qualifying Collateral.

        M)  "Other Collateral" means items of property other than Capital Stock,
            First Mortgage Collateral, Government and Agency Securities
            Collateral and Other Securities Collateral which are offered as
            Collateral by the Member to the Bank and are specifically accepted
            by the Bank as Collateral.

        N)  "Other Mortgagee Documents" mean mortgages secured by a first lien
            on real property other than on a one-to-four unit single family
            dwelling and all mortgage notes secured by such mortgages and any
            endorsements or assignments thereof to the Member.

        O)  "Other Securities Collateral" means securities (other than
            Government and Agency Securities Collateral) representing
            unsubordinated interests in, or collateralized by first lien
            security interests in, both the interest and principal payments on
            first lien residential mortgages.
                                        2

<PAGE>   6

        P)  "Qualifying Collateral" means (Collateral other than Capital Stock
            which (i) is eligible as collateral that can be used to support the
            origination of Advances under the terms and conditions of the Act
            and the Regulations, and satisfies such other requirements as may be
            established by the Bank; (ii) is owned by the Member free and clear
            of any liens, encumbrances or other interests other than the
            assignment to the Bank hereunder, (iii) has not been in default
            within the most recent 12-month period, excepting only in the case
            of First Mortgage Collateral payments which are not past due except
            as permitted by the Bank's Credit Policy; (iv) in the case of First
            Mortgage Collateral, relates to residential real property on which
            is located a one-to-four unit single family dwelling that is covered
            by fire and hazard insurance in an amount at least sufficient to
            discharge the mortgage loan in full in case of loss and as to which
            all real estate taxes are current; (v) has not been classified as
            substandard, doubtful, or loss by the Member's regulatory authority
            or its management; (vi) in the case of First Mortgage Collateral and
            Other Collateral does not secure an indebtedness on which any
            director officer, employee, attorney or agent of the Member or any
            Federal Home Loan Bank is personally liable unless the acceptance of
            such Collateral by the Bank has been specifically approved by formal
            resolution of the Board; and (vii) in the case of Other Collateral,
            Government and Agency Securities Collateral and Other Securities
            Collateral has been offered by the Member to the Bank and
            specifically accepted by the Bank as Qualifying Collateral.

        Q)  "Swap Transaction" means an interest rate swap, interest rate cap,
            floor or collar, currency exchange transaction or similar
            transaction entered into between the Bank and the Member.



                         ARTICLE II: ADVANCES AGREEMENT

Section 2.01 Advance Documentation. The Member may apply for Advances and
commitments for Advances by completing and submitting an Application to the Bank
or by telephonic or other unsigned communication. The Bank conclusively
established by this Agreement and by either (i) the Member's Application when
such Application is executed by the Bank without any change, or (ii) in the case
of an Application received, completed or modified by the Bank pursuant to a
telephonic or other unsigned communication from the Member ("telephonic
application"), by a Confirmation of Advance generated by the Bank. The Member
shall be estopped from asserting any claim or defend with respect to the terms
applicable to an Advance or commitment entered into pursuant to a telephonic
application unless, within two (2) business days of receipt of the Bank's
Confirmation of Advance, the Member delivers to the Bank a written notice
specifying the disputed term(s) or condition(s) of the Advance or commitment,
Within three (3) business days of the date of the Member's receipt of the Bank's
Confirmation of Advance, the Member shall prepare, sign and submit to the Bank a
completed Application nonforming to such Confirmation of Advance. Upon the
request of the Bank, the Member shall sign and deliver to the Bank a promissory
note or notes in such form as the Bank may reasonable require evidencing any
Advance. Unless otherwise agreed to by the Bank in writing, each Advance shall
be made by crediting the Member's demand deposit account(s) with the Bank.

Section 2.02 Repayment of Advances. The Member agrees to repay each Advance in
accordance with this Agreement and the terms and conditions of the Application
or Confirmation of Advance evidencing such Advance. Interest shall be paid on
each Advance at the times specified by the Bank in writing and shall be charged
for each day that an Advance is outstanding at the rate applicable to the
Advance. The Member

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<PAGE>   7

shall pay to the Bank, immediately and without demand, interest on any past due
principal of and interest on any Advance at an interest rate which is the
greater of (i) the rate applicable to such Advance plus one percent (1%) or (ii)
the rate in effect and being charged by the Bank from time to time on overdrafts
on demand deposit accounts of its members, but in no event more than any
applicable limit set by the Regulation. The Member shall ensure that, on any day
on which any payment is due to the Bank with respect to Advances or other
indebtedness, the Member's demand deposit account(s) with the Bank has an
available balance in an amount at least equal to the amounts then due and
payable to the Bank, and the Member hereby authorizes the Bank to debit the
Member's demand deposit account(s) with the Bank for all amounts due and payable
with respect to any Advance and for all other amounts due and payable hereunder.
In the event that the available balance in the Member's demand deposit
account(s) is insufficient to pay such due and payable amounts, the Bank may,
without notice to or request from the Member, apply any other deposits, credits,
or monies of the Member then in the possession of the Bank to the payment of
amounts due and payable. All payments with respect to Advances shall be applied
first to any fees or charges applicable thereto and to interest due thereon, in
such order as the Bank may determine, and then to any principal amount thereof
that is then due and payable.

Section 2.03 Right of Bank to Make Advances with Respect to Outstanding
Commitments. In the event that there are one or more outstanding Commitments at
the time of an Event of Default under Section 4.01 hereof, the Bank may at its
option, and without notice to or request from the Member, make an Advance by
crediting a special account of the Member with the Bank in an amount equal to
the outstanding Commitments. Amounts credited to such special account shall be
utilized by the Bank for the purpose of satisfying the Bank's obligations under
such Commitments. When all such obligations have expired or have been satisfied,
the Bank shall disburse the balance, if any, in such special account first to
the satisfaction of any amounts then due and owing by the Member to the Bank and
then to the Member or its successors in interest. Advances made pursuant to this
Section 2.03 shall be payable on demand and shall bear interest from the date
the same shall be made until paid at the rate in effect and being charged by the
Bank from time to time on overdrafts on demand deposit accounts of its members,
but in no event more than any applicable limit set by the Regulations.

Section 2.04 Amortization of Advances. In the event that the Bank determines
that the creditworthiness of the Member, as determined from time to time by the
Bank, does not meet the requirements of the Bank, the Bank may, without
limitation of the Bank's rights upon the occurrence of an Event of Default
hereunder, require amortization by making such monthly amortization payments,
upon thirty (30) days written notice from the Bank, in such monthly amounts as
the Bank shall specify in writing. No monthly payment shall exceed ten percent
(10%0 of the original principal balance of the Advance being amortized. Unless
otherwise specified by the Bank in writing to the Member, such monthly
amortizing payments shall not extend or modify the maturity date of other
scheduled payment dates applicable to the Advance being amortized.


                         ARTICLE III: SECURITY AGREEMENT

Section 3.01 Creation of Security Interest. As security for all Indebtedness,
the Member hereby assigns, transfers, and pledges to the Bank, and grants to the
Bank a security interest in: (i) all of the Capital Stock and (ii) all of the
First Mortgage Collateral, Government and Agency Securities Collateral, Other
Collateral, and Other Securities Collateral now or hereafter owned by the
Member, and all proceeds


                                        4


<PAGE>   8

thereof, which is specified pursuant to Section 3.04 or delivered pursuant to
Section 3.05. Without limitation of the foregoing, all property heretofore
assigned, transferred or pledged by the Member to the Bank as Collateral
securing indebtedness and other obligations of the Member prior to the date
hereof is hereby assigned, transferred and pledged to the Bank as Collateral
hereunder.

Section 3.02 Member's Representation and Warranties Concerning Collateral. The
Member represents and warrants to the Bank, as of the date hereof and the date
of each Advance hereunder, as follows:

A)   The Member owns and has marketable title to the Collateral and has the
     right and authority to grant a security interest in the Collateral and to
     subject all of the Collateral to this Agreement;

B)   The information given from time to time by the Member as to each item of
     Collateral is true, accurate and complete in all material respects;

C)   All the Collateral meets the standards and requirements with respect
     thereto from time to time established by the Act, the Regulations and the
     Bank;

D)   The lien of the First Mortgage Collateral and Other Collateral on the real
     property securing the same is a perfected lien under applicable law;

E)   The Member has not conveyed or otherwise created, and there does not
     otherwise exist, any participation interest or other direct, indirect,
     legal, or beneficial interest in any Collateral on the part or anyone other
     than the Bank and the Member;

F)   Except as may be approved in writing by the Bank, no account debtor or
     other obligor owing any obligation to the Member with respect to any item
     of First Mortgage Collateral of Other Collateral has or will have any
     defenses, offsetting claims, or other rights affecting the right of the
     Member or the Bank to enforce such mortgage, mortgage note or promissory
     obligation, and no defaults (or conditions that, with the passage of time
     or the giving of notice or both, would constitute a default) exist under
     any such writings; and

G)   No part of any real property or interest in real property that is, or is
     the subject of mortgages, included in the Qualifying Collateral contains or
     is subject to the effects of toxic or hazardous materials or other
     hazardous substances (including those defined in the Comprehensive
     Environmental Response Compensation and Liability Act of 1980, as amended,
     42 U.S.C. section 9601, et seq.; the Hazardous Materials Transportation
     Act, 49 U.S.C. section 1801 et seq.; the resource Conservation and Recovery
     Act, 42 U.S.C.section 6901 et seq.; and in the regulations adopted and
     publications promulgated pursuant to said laws) the presence of which could
     subject the Bank to any liability under applicable state or Federal law or
     local ordinance wither at any time that such property is pledged to the
     Bank or upon the enforcement by the Bank of its security interest therein.
     The Member hereby agrees to indemnify and hold the Bank harmless against
     all costs, claims, expenses, damages, and liabilities resulting in any way
     from the presence or effects of any such toxic or hazardous substances or
     materials in, on, or under any real property or interest in real property
     that is subject to or included in the Collateral.




                                        5

<PAGE>   9

A)   Collateral that is not Qualifying Collateral) as may be required by the
     Bank in order to protect its security position with respect to outstanding
     Indebtedness. The Member shall not assign, pledge, transfer, create any
     security interest in, sell, or otherwise dispose of any Collateral without
     the express written consent of the Bank.

B)   If any Collateral that was Qualifying collateral ceases to be Qualifying
     Collateral, the Member shall promptly notify the Bank in writing of that
     fact and, if so requested by the Bank, of the reason that the collateral
     has ceased to be Qualifying Collateral. The Member shall promptly specify,
     or deliver, as the case may be, other qualifying Collateral having at least
     the same Lendable Collateral value as the Collateral so requested to be
     withdrawn.

C)   The Bank may review the form and sufficiency of all documents pertaining to
     the Collateral. Such documents must be satisfactory to the Bank and, if
     not, such Collateral may not be acceptable as Qualifying Collateral or may
     have a Lendable Collateral Value applied thereto that is less tan the
     Lendable Collateral Value otherwise applicable under the Bank's Credit
     Policy, as the Bank may specify. The Bank may require that the Member make
     any or all documents pertaining to the Collateral available to the bank for
     its inspection and approval.

Section 3.04 Specification and Identification of Collateral

A)   Upon execution of this Agreement, the Member shall deliver to the Bank a
     status report and accompanying schedules, all in the form(s) prescribed by
     the Bank, specifying and describing Qualifying Collateral in an amount
     sufficient to satisfy the requirements of Section 3.03 (A) hereof.

B)   Specified Collateral shall be held by the Member in trust for the benefit
     of, and subject to the direction and control of the Bank, and will be
     physically safeguarded by the Member with at least the same degree of care
     as the Member uses in physically safeguarded by the Member with at least
     the same degree of care as the Member uses in physically safeguarding its
     other property. Without limitation of the foregoing, the Member shall take
     all action necessary or desirable to protect and preserve the Collateral
     and the Bank's interest therein, including without limitation the
     maintaining or insurance on property securing mortgages constituting
     Collateral (such policies and certificates of insurance or guaranty
     relating to such mortgages are herein called "insurance"), the collection
     of payments under all mortgages and under all insurance, and otherwise
     assuring that all mortgages are serviced in accordance with the standards
     of a reasonable and prudent mortgagee.

C)   The Member shall hold each set of First Mortgage Documents and all Other
     Mortgage Documents which are a part of such specified Collateral in a
     separate file folder with each file folder clearly labeled with the lean
     identification number and the name of the borrower(s). Each such file
     folder shall be clearly marked or stamped with the Statement: The
     Mortgage/Deed of Trust and Note Relating to This Loan Have Been Assigned to
     the Federal Home Loan Bank of Atlanta." Or such other statement that may by
     approved by the Bank from time to time. If so requested by the Bank, in
     writing, the Member shall physically segregate First Mortgage Documents and
     Other Mortgage Documents which are a part of such specified Collateral from
     all other property of the Member in a manner satisfactory to the Bank.




                                        6

<PAGE>   10

Section 3.05 Delivery of Collateral

A)   Upon the Bank's written or oral request, or promptly at any time that the
     Member becomes subject to any mandatory collateral delivery requirements
     that may be established in writing by the Bank, and until such time as may
     be agreed upon by the Bank in writing, the Member shall deliver to the
     Bank, or to a custodian designated by the Bank, such Qualifying Collateral
     as may be necessary so that the Lendable Collateral Value or Qualifying
     Collateral held by the Bank, or such custodian, meets or exceeds the
     Collateral Maintenance Level at all times. The Member shall also deliver to
     the Bank, or to a custodian designated by the Bank, additional Collateral
     (which may be Collateral that is not Qualifying Collateral) in such amount
     as may be required by the Bank. Collateral delivered to the Bank shall be
     endorsed or assigned, as appropriate, in recordable form by the Member to
     the Bank, as specified by the Bank. Unless otherwise indicated by the Bank,
     such endorsements or assignments may be in blanket form and, in the case of
     First Mortgage documents and Other Mortgage Documents, there shall be
     separate endorsements and assignments for each county or recording district
     in which to real property covered by such mortgage loans is located. With
     respect to First Mortgage Collateral and mortgage loans which are Other
     Collateral that are delivered hereunder, the Member need only deliver the
     First Mortgage Documents and Other Mortgage Documents together with
     recordable assignments of the mortgages, unless otherwise directed by the
     Bank. Concurrently with the initial delivery of Collateral, the Member
     shall deliver to the Bank a status report and accompanying schedules , all
     in the form(s) prescribed by the Bank, specifying and describing the
     Collateral held by the Bank or its custodian and identifying those items of
     Collateral that are Qualifying collateral.

B)   With respect to any uncertified securities pledged to the Bank as
     Collateral hereunder, the delivery requirements contained in the Agreement
     shall be satisfied by the transfer of a security interest in such
     securities to the Bank, such transfer to be effected in such manner and to
     be evidenced by such documents as shall be reasonable specified by the
     Bank.

C)   The Member agrees to pay to the Bank such reasonable fees and charges as
     may be assessed by the Bank to cover the Bank's overhead and other costs
     relating to the receipt, holding, redelivery and reassignment of Collateral
     and to reimburse the Bank upon request for all recording fees and other
     reasonable expenses, disbursements and advances incurred or made by the
     Bank in connection therewith (including the reasonable compensation and the
     expenses and disbursements of any custodian that may be appointed by the
     Bank hereunder, and the agents and legal counsel of the Bank and of such
     custodian).

D)   The Member shall, upon request of the Bank, immediately take such other
     actions as the Bank shall deem necessary or appropriate t perfect the
     Bank's security interest in the Collateral or otherwise to obtain,
     preserve, protect, enforce or collect the Collateral.

Section 3.06 Withdrawal of Collateral. Upon receipt by the Bank or writings in
the form specified by the Bank constituting (i) a request from the Member for
the withdrawal of Collateral which has been specified or identified pursuant to
Section 3.04 hereof, delivered pursuant to Section 3.05 3.05 hereof, or as to
which the Bank has otherwise perfected its security interest; (ii) a detailed
listing of the collateral to be withdrawn; and (iii) a certificate of a
responsible officer of the Member certifying as to the Qualifying Collateral
that is as specified and identified by the Member, or held by the Bank, as
appropriate, after such withdrawal, and upon the Bank's determination that the
Lendable Collateral Value of the remaining


                                        7

<PAGE>   11

Qualifying Collateral is not less than the current required Collateral
Maintenance level, the Bank shall promptly deliver, release or reassign to the
Member the Collateral identified in the Member's listing of Collateral to be
withdrawn, provided that the Collateral requested to be withdrawn is not
required by the Bank to be maintained as additional Collateral. Notwithstanding
anything to the contrary herein contained, while an Event of Default hereunder
shall have occurred and be continuing, or at any time that the Bank reasonable
and in good faith deems itself insecure, the Member may not obtain any such
withdrawal.

Section 3.07 Reports:  Collateral Audits:  Access

A)   The Member shall furnish to the Bank annually, and at such other items as
     the Bank may request, an audit report with respect to the Member's
     Collateral, prepared by the Member's external auditor and in form or
     substance acceptable to the Bank, and such financial reports and other
     information relating to the Member's financial condition as the Bank may
     reasonable request.

B)   The Member shall furnish to the Bank at such times as the Bank may request,
     or as necessary to satisfy the requirements of the Bank, a status report
     with respect to the Member's Collateral prepared by the Member in for and
     substance acceptable to the Bank and as of a date within two weeks of the
     report due date. The status report shall be a written report covering such
     matters regarding the Collateral as the Bank may require, including
     listings of mortgages and unpaid principal balances thereof and
     certifications concerning the status of payments on mortgages and unpaid
     principal balances thereof and certifications concerning the status of
     payments on mortgages and of taxes and insurance on securing mortgages.

C)   If so requested by the Bank, the Member shall promptly report to the Bank
     any event which reduces the principal balance of any mortgage or security
     or other item of Collateral by five percent (5%) or more, whether by
     prepayment, foreclosure sale, insurance or guaranty payment or otherwise.

D)   The Member shall give the Bank access at all reasonable times to Collateral
     in the Member's possession and to the Member's books and records of account
     relating to such Collateral, for the purpose of the Bank's examining,
     verifying or reconciling the Collateral and the Member's reports to the
     Bank thereon.

E)   If the Member becomes aware or has reason to believe that the Lendable
     Collateral Value of the Member's Qualifying Collateral has fallen below the
     Collateral Maintenance Level, of that a contingency exists which with the
     lapse of time could result in the Member failing to meet the collateral
     Maintenance Level, the Member shall immediately notify the Bank.

F)   All Collateral and any matters relating thereto shall be subject to audit
     and verification by or on behalf of the Bank. Such audits and verifications
     may occur without notice during the Member's normal business hours or upon
     reasonable notice at such other times as the Bank may reasonable request.
     The Member shall provide access to, and shall make adequate working
     facilities available to, the representatives or agents of the Bank for
     purposes of such audits. Reasonable fees and charges may be assessed to the
     Member by the Bank to cover overhead and other costs relating to such audit
     and verification.




                                        8

<PAGE>   12

G)   Notwithstanding anything to the contrary, the Member shall be solely
     responsible for the accuracy and adequacy of all information and data in
     each audit or status report (or other writing specifying and describing any
     Collateral) submitted to the Bank, regardless of the form in which
     submitted. The Bank shall have no duty to make any independent examination
     of or calculation with respect to the information submitted in an audit or
     status report (or in any written schedule that may be submitted by the
     Member) and, without limiting the generality of the foregoing, the Bank
     makes no representation or warranty as to the validity, accuracy, or
     completeness of any information contained in any written records of the
     Bank concerning, or of any response to, such audit or status report.

Section 3.08 Additional Documentation. The Member shall make, execute, record
and deliver to the Bank such financing statements, notices, assignments,
listing, powers, and other documents with respect to the collateral and the
Bank's security interest therein and in such form as the Bank may reasonable
require.

Section 3.09 Bank's Responsibilities as to Collateral. The Bank's duty as to the
Collateral shall be solely to use reasonable care in the custody and
preservation of the Collateral in its possession, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices perform services, or take any action in connection with the management
of the Collateral. The Bank shall not have any responsibility or liability for
the form, sufficiency, correctness, genuineness or legal effect of any
instrument or document constituting a part of the Collateral, or any signature
thereon or the description or misdescription, or value of property represented,
or purported to be represented, by any such document or instrument. The Member
agrees that any and all Collateral may be removed by the Bank from the state or
location where situated and may be subsequently dealt with by the Bank as
provided in the Agreement.

Section 3.10 Bank's Rights as to Collateral Power of Attorney. At any time or
times, at the expense of the Member, the Bank may in its discretion, before or
after the occurrence of an Event of Default as defined in Section 4.01 hereof,
in its own name or in the name of its nominee or of the Member, do any or all
things and take any and all actions that are pertinent to the protection of the
Bank's interest hereunder and are lawful under the laws of the state of Georgia,
including, but not limited to, the following:

A)   Terminate any consent given hereunder;

B)   Notify obligors on any Collateral to make payments thereon directly to the
     Bank;

C)   Endorse any Collateral in the Member's name;

D)   Enter into any extension, compromise, settlement, or other agreement
     relating to or affecting any Collateral;

E)   Take any action the Member is required t take or which is otherwise
     reasonable necessary to (i) sign and record a financing statement or
     otherwise perfect a security interest in any or all of the collateral. Or
     (ii) to obtain, preserve, protect, enforce or collect the Collateral;

F)   Take control of any funds or other proceeds generated by the Collateral and
     use the same to reduce Indebtedness as it becomes due; and

G)   Cause the Collateral to be transferred to its name of the name of its
     nominee.


                                        9

<PAGE>   13

The Member hereby appoints the Bank as its true and lawful attorney, for and on
behalf of the Member and in its name, place and stead, to prepare, execute and
record endorsements and assignments to the Bank of all or nay item of
Collateral, giving or granting to the Bank, as such attorney, full power and
authority to do or perform every lawful act necessary or proper in connection
therewith s fully as the Member might or could do. The Member hereby ratifies
and confirms all that the Bank shall lawfully do or cause to be done by virtue
of this special power of attorney. This special power of attorney is granted for
a period commencing on the date hereof and continuing until the discharge of all
indebtedness and all obligations of the Member hereunder regardless of any
default by the Member, is coupled with an interest, and is irrevocable for the
period granted.

Section 3.11 Subordination of Other Loans to Collateral. The Member hereby
agrees that all mortgage notes which are part of the First Mortgage Collateral
of Other Collateral (:pledged notes") shall have priority in right and remedy
over nay other loans, whenever made and, however evidenced, which are also
secured by the mortgages or security agreements securing the pledged notes. The
pledged notes shall be satisfied out of the property (or proceeds thereof)
covered by such mortgages or security agreements before any payment is made on
the loans which are not part of the collateral. To this end, the Member hereby
subordinates the lien of such mortgages and security agreements with respect to
such other loans to the lien of such mortgages and security agreements with
respect to the pledged notes. The Member further agrees to retain possession of
all notes or other instruments evidencing such other loans and not to pledge,
assign, or transfer the same, except insofar as such other loans may be pledged
to the Bank as part of the Collateral.

Section 3.12 Proceeds of Collateral. The Member, as the Bank's agent, shall
collect all payments when due on al collateral. If the Bank so requires, the
Member shall hold such collections separate from its other monies in one or more
designated cash collateral accounts maintained at the Bank and apply them to the
reduction of Indebtedness as it becomes due; otherwise, the Bank consents to the
Member's use and disposition of all such collections.


                          ARTICLE IV: DEFAULT; REMEDIES

Section 4.01 Events of Default; Acceleration. Upon the occurrence of any of the
following events or conditions of default ("Event of Default"), the Bank may at
its option, by a notice to the Member, declare all or any part(s) of the
Indebtedness and accrued interest thereon, including any prepayment fees or
charges which are applicable to any Advance, to be immediately due and payable
without presentment, demand, protest, or any further notice:

A)   Failure of the Member to pay when due any interest on or principal of any
     advance; or

B)   Failure of the Member to perform any promise or obligation or to satisfy
     any condition or liability contained herein, in any Application, in any
     Confirmation of Advance or in any other agreement to which the Member and
     the Bank are parties; or

C)   Evidence coming to the attention of the Bank that any, statements, or
     warranties made of furnished in any manner to the Bank by or on behalf of
     the Member in connection with any Advance of Swap Transaction, any
     specification or description of Qualifying Collateral or any report or
     certification concerning the status, value or principal balance of nay item
     of Collateral was false in any material respect when made or furnished; or


                                       10

<PAGE>   14

D)   Failure of the Member to maintain adequate (Qualifying Collateral free of
     any encumbrances of claims are required herein; or

E)   The issuance of any tax, levy, seizure, attachment, garnishment, levy of
     execution, or other process with respect to the Collateral; or

F)   Any suspension of payment by the Member to any creditor of sums due or the
     occurrence of any event which results in another creditor having the right
     to accelerate the maturity of any indebtedness of the Member under any
     security agreement, indenture, loan agreement, or comparable undertaking;
     or

G)   Appointment of a conservator, receiver, or similar official for the Member
     or any subsidiary of the Member or the Member's property, entry of a
     judgment or decree adjudicating the Member or any subsidiary of the Member
     insolvent or bankrupt or an assignment by the Member or any subsidiary of
     the Member for benefit or creditors; or

H)   Sale by the Member of all or a material part of the member's assets or the
     taking of any other action by the Member to liquidate or dissolve; or

I)   Termination of for any reason of the Member's membership in the Bank, or
     the Member's easing to be a type of entity that is eligible under the Act
     to become a member of the Bank, or

J)   Merger, consolidation or other combination of the Member with an entity
     which is not a member of the Bank if the nonmember entity is the surviving
     entity, or

K)   With respect to Advances made pursuant to Section 11(g)(4) of the Act, if
     the creditor liabilities of the Member, excepting liabilities to the Bank,
     are increased in any manner to an amount exceeding five percent (5%) of the
     Member's net assets; or

L)   The Bank reasonable and in good faith determines that a material adverse
     change has occurred in the financial condition of the Member from that
     disclosed at the time of the making of any Advance or from the condition of
     the Member as theretofore most recently disclosed to the Bank.

Section 4.02 Remedies. Upon the occurrence of any Event of default, the Bank
shall have all of the rights and remedies provided by applicable law which shall
include, but not be limited to, all of the remedies of a secured party under the
Uniform Commercial Code as in effect in the State of Georgia. In addition, the
Bank may take immediate possession of any of the Collateral or any part thereof
wherever the same may be found. The Bank may sell, assign and deliver the
Collateral or any part thereof at public or private sale for such price as the
Bank deems appropriate without any liability for any loss due to decrease in the
market value of the Collateral during the period held. The Bank shall have the
right to purchase all or part of the collateral at such sale. If the collateral
includes insurance or securities which will be redeemed by the issuer upon
surrender, or any accounts or deposits in the possession of the Ban, the Bank
may realize upon such Collateral without notice to the Member. If any
notification of intended disposition of any of the Collateral is required by
applicable, law or in accordance with Section 5.06 hereof at least 5 days before
any such disposition. The proceeds of any sale shall be applied in the order
that the Bank, in its sole discretion, may choose. The Member agrees to pay all
the costs and expenses of the Bank in the collection of the indebtedness and
enforcement of the Bank's rights and remedied in case of default, including,
without

                                       11

<PAGE>   15

limitation, reasonable attorneys' fees. The Bank shall, to the extent required
by law, apply any surplus, after (I) payment of the indebtedness, (ii) provision
for repayment to the Bank of any amounts to be paid or advanced under
Outstanding Commitments, and (iii) payment of all costs of collection and
enforcement, to the claims of person(s) legally entitled thereto, with any
remaining surplus paid to the Member. The Member shall be liable to the Bank for
any deficiency remaining.

Section 4.03 Payment of Prepayment Charges. Any prepayment fees or charges
applicable to an Advance shall be payable at the time of any voluntary or
involuntary payment of all or part of the principal of such Advance prior to the
originally scheduled maturity thereof, including without limitation payments
that are made as a part of a liquidation of the Member or that become due by
operation of law or as a result of an acceleration pursuant to Section 4.01
hereof, whether such payment is made by the Member, by a conservator, receiver,
liquidator or trustee of or for the Member, or by any successor to or any
assignee of the Member.

                            ARTICLE V: MISCELLANEOUS

Section 5.01 General Representations and Warranties by the Member. The Member
represents and warrants that, as of the date hereof and the date of each Advance
hereunder:

The member is not, and neither the execution of nor the performance of any of
the transactions or obligations of the Member under this Agreement shall, with
the passage of time, the giving of notice or otherwise, cause the Member to be:
(I) in violation of its charter or articles of incorporation, by-laws, the Act
or the Regulations, any other law or administrative regulation, or any court
decree; or (ii) in default under or in breach of any material indenture,
contract or other instrument or agreement to which the Member is a party or by
which it or any of its property is bound.

The Member has full corporate power and authority and has received all corporate
and governmental authorizations and approvals (including without limitation
those required under the Act and the Regulations) as may be required to enter
into and perform its obligations under this Agreement, to borrow each Advance
and to obtain each commitment for an Advance.

The information give by the Member in any document provided, or in any oral
statement made, in connection with an application or request for an Advance or
commitment for an Advance, is true, accurate and complete in all material
respects.

Section 5.02 Assignment. The Bank may assign or negotiate to any other Federal
Home loan Bank or to any other person or entity, with or without recourse, any
Indebtedness of the Member or participation therein, and Bank , may assign and
deliver the whole or any part of the Collateral to the transferee, which shall
succeed to all the powers and rights of the Bank in respect thereof, and the
Bank shall thereafter be forever relieved and fully discharged from any
liability or responsibility with respect to the transferred Collateral. The
Member may not assign or transfer any of its rights or obligations hereunder
without the express prior written consent of the Bank.

Section 5.03 Discretion of the Bank to Grant or Deny Advances. Nothing contained
herein or in any documents describing or setting forth the Bank's Credit Program
and credit policies shall be construed as am agreement or commitment on the part
of the Bank to grant Advances or extend commitments for


                                       12

<PAGE>   16

Advances hereunder, the right and power of the Bank in its discretion to either
grant or deny any Advance or commitment for an Advance requested hereunder being
expressly reserved. The determination by the Bank of Lendable Collateral Value
shall not constitute a determination by the Bank that the Member may obtain
Advances or commitments for Advances in amounts up to such Lendable Collateral
Value.

Section 5.04 Amendment: Waivers. No modification, amendment or waiver of any
provision of this Agreement of consent to any departure therefrom shall be
effective unless in a writing executed by a responsible officer of the party
against whom such change is asserted and shall be effective only in the specific
instance and for the purpose of which given. No notice to or demand on the
Member in any case shall entitle the Member to any other or further notice or
demand in the same, or similar or other circumstances. Any forbearance, failure
or delay by the Bank in exercising any right , power or remedy hereunder shall
not be deemed to be a waiver thereof, and any single or partial exercise by the
Bank of any right, power or remedy hereunder shall not preclude the further
exercise thereof. Every right, power and remedy of the Bank shall continue in
full force and effect until specifically waived by the Bank in writing.

Section 5.05 Jurisdiction: Legal Fees. In any action or proceeding brought b the
Bank or the Member in order to enforce any right or remedy under this Agreement,
the parties hereby consent to, and agree that they will submit to, the
jurisdiction of the United States District Court for the northern district of
Georgia or, if such action or proceeding may not be brought in Federal court,
the jurisdiction of the courts of the State of Georgia located in the City of
Atlanta. The Member agrees that if any action or proceeding is brought by the
Member seeking to obtain any legal or equitable relief against the Bank under or
arising out of this Agreement of any transaction contemplated hereby and such
relief is not granted by the final decision, after any and all appeals, of a
court of competent jurisdiction, the Member will pay all attorneys' fees and
other costs incurred by the Bank in connection therewith.

Section 5.06 Notices. Except as provided in the last sentence of this Section,
any written notice, advice, request, consent or direction given, made or
withdrawn pursuant to this Agreement shall be either in writing or transmitted
electronically and reproduced mechanically by the addressee and shall be given
by first class mail, postage, prepaid, by telescope or other facsimile
transmission, or by private courier or delivery service. All non-oral notices
shall be deemed given when actually received at the principal office of the Bank
or the Member, as appropriate. All notices shall be designated to the attention
of an office or section of the Bank or of the Member if the Bank or the Member
has made a request for the notice to be so addressed. Any notice by the Bank to
the Member pursuant to Sections 3.04 or 3.05 hereof may be oral and shall be
deemed to have been duly given to and received by the Member at the time of the
oral communication.

Section 5.07 Signatures of Member. For purposes of this Agreement , documents
shall be deemed signed by the Member when a signature of an authorized signatory
or an authorized facsimile thereof appears on the document. The Bank may rely on
any signature or facsimile thereof which reasonably appears to the Bank to be
the signature of an authorized person, including signatures appearing on
documents transmitted electronically to and reproduce mechanically at the Bank.
The Secretary of an Assistant Secretary of the Member shall from time to time
certify to the Bank on forms provided by the Bank for Advances and commitments
for Advances and otherwise act for and on behalf of the Member in accordance
with this Agreement. Such certifications are incorporated herein and made a part
of this Agreement and shall continue in effect until expressly revoked by the
Member notwithstanding that subsequent certifications may authorize additional
persons to act for and on behalf of the Member.


                                       13

<PAGE>   17

Section 5.08 Applicable Law; Severabillity. In addition to the terms and
conditions specifically set forth herein and in any Application or Confirmation
of Advance between the Bank and the Member , this Agreement and all Advances and
all commitments granted hereunder shall be governed by the statutory and common
law of the United States and, to the extent Federal law incorporates or defers
to state law, the laws (exclusive of the choice of law provisions) of the State
of Georgia. Notwithstanding the foregoing, the Uniform Commercial Code as in
effect in the State of Georgia shall be deemed applicable to this Agreement and
to any Advance hereunder and shall govern the attachment and perfection of any
security interest granted hereunder. In the event that any portion of this
Agreement conflicts with applicable law, such conflict shall not affect other
provisions of this Agreement which can be given effect without the conflicting
provision, and to this end the provisions of this Agreement are declared to be
severable.

Section 5.09 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of the Member and
the Bank.

Section 5.10 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto relating to the subject matter hereof
and supersedes all prior agreements between such parties which relate to such
subject matter. Notwithstanding the above, rates of interest, repayment
schedules, and fees and other charges applicable to Advances and commitments for
Advances made by the Bank to The Member prior to the execution of this Agreement
shall continue to be governed exclusively by the terms of the prior agreements
pursuant to which such Advances and commitments were made, provided, however,
that Section 4.03 hereof shall apply to all Advances.









                                       14
<PAGE>   18



         IN WITNESS WHEREOF, Member and Bank have caused this Agreement to be
signed in their names by their duly authorized officers as of the date first
above mentioned.


               Gateway Bank & Trust
-------------------------------------------------------------------------------
                         (Full corporate Name of Member)



By:  /s/                              Harle B. Green, Chairman & CFO
   --------------------------------   -----------------------------------------
       (Authorized Signature)              (Typed Name and Title of Signer)



By: /s/                               Boyd M. Steele, Secretary 
   --------------------------------   -----------------------------------------
       (Authorized Signature)              (Typed Name and Title of Signer)




                                                (MEMBER'S CORPORATE SEAL)



FEDERAL HOME LOAN BANK OF ATLANTA


By: /s/                            Senior Vice President & Chief Credit Officer
    ---------------------------    --------------------------------------------
       (Authorized Officer)                            (Title)



By: /s/                            Vice President & Director of Collateral
    ---------------------------    --------------------------------------------
      (Authorized Officer)                            (Title)