TSJ&A
================================================================================
Stephen Johnson & Associates, Inc.                  3650 Mansell Road, Suite 200

                                                       Alpharetta, Georgia 30022

                                                                  (770) 998-6491

July 8, 2002                                                  Fax (770) 998-6850



Mr. Lloyd Gunter
Baxley De Novo Bank Organizing Group

Folkston, Georgia 31537

Dear Lloyd:

The  purpose  of  this  letter  is  to  outline the terms under which T. Stephen
Johnson  &  Associates,  Inc. ("TSJ&A") will provide consulting services to your
group  of  organizers  for  the  purpose of organizing a de novo bank in Baxley,
Georgia.

1.   Description  of  Responsibilities
     ---------------------------------

     The  general  area  of  our responsibility will be to formulate the initial
     business plan, feasibility analysis, and orchestrate the regulatory process
     to  seek  approval  of a bank charter and federal deposit insurance for the
     institution.  More  specifically,  our  responsibilities  will  include the
     following:

     (a)  We  will develop the business and supporting feasibility justification
          for  the  application to be submitted to the Office of the Comptroller
          of  the  Currency or the Georgia Department of Banking and Finance and
          the  Federal  Deposit  Insurance  Corporation for a charter for the de
          novo  bank.  Particular  attention  will be given to the justification
          provided  in  the  application in terms of the institution serving the
          community  needs  and  that  justification  will  require  analysis of
          demographic  and economic data and presentation of the same to support
          the  conclusion that a charter should be issued. The business plan for
          the bank will include the market of Appling County and the surrounding
          area.

     (b)  We  will  assist  you  in  formulating  the  capital structure for the
          institution, giving due consideration to regulatory standards. It will
          not  be  our  responsibility  to locate investors for the institution.

     (c)  We will assist you in formulating the initial operating budget for the
          institution,  including projections of balance sheet items, and income
          and  expenses  of  operation.

     (d)  We  will  assist  each  director/organizer  in  the preparation of his
          biographical  and  personal  financial  statement.


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Mr. Gunter
July 8, 2002
Page 2 of 3


     (e)  We  will  orchestrate,  prepare  and file the regulatory applications,
          which  will  include  the above referenced information. We will assist
          the  organizing  group  in  responding  to  all additional information
          requested  by  the  regulators.

     (f)  We  will  attend  all  meetings  with  regulators  as  necessary.

     (g)  We  will  assist in the development of any employment agreements as it
          relates  to  various  regulatory  issues.

     (h)  In  the event a bank holding company is needed in, we will prepare and
          file  a bank holding company application with the Federal Reserve Bank
          and  attend any meetings with the regulators which might be applicable
          and  respond  to  the  regulators  request for additional information.

The  above-described consulting services will continue through the time that the
institution  is  granted  its  charter  to  open  for  business from its primary
regulator  and  approval  of  the  holding  company  formation.

2.   Compensation
     ------------

     TSJ&A will be compensated for the above described consulting services for a
     total consulting fee of $50,000 plus out-of-pocket expenses. The consulting
     fee  will be payable in monthly installments of $10,000 for 5 months due on
     the first of each month. The initial installment will be due upon execution
     of  this  contract.  In  the  event  that  the group decides to form a bank
     holding  company  an  additional  consulting fee of $5,000 will be due upon
     filing  of  the  holding  company  application.  The  organizing group will
     reimburse  documented  out-of-pocket  expenses,  which include travel, long
     distance  telephone,  research  materials,  photocopy  charges,  overnight
     courier,  etc. on a monthly basis. Out-of-pocket expenses are estimated not
     to  exceed  $5,000.

3.   Other  Ventures
     ---------------

     You  acknowledge  that TSJ&A regularly engages in the business of providing
     consulting  services  to  all  types  of depository institutions, including
     those  that  are  operational  as  well as those that are in the process of
     formation. Accordingly, although our responsibilities to you will include a
     responsibility  not  to  disclose  to  other  depository  institutions
     confidential  business  information arising out of my involvement with your
     institution,  we  are  not to be limited in continuing the services that we
     presently  provide to other institutions, nor are we precluded from seeking
     to  obtain  other  operating or to-be-organized institutions as clients for
     our  consulting services. It will be our responsibility, however, to manage
     our  various undertakings for different clients in order to comply with the
     needs  of  your  institution  for  timely  and thorough assistance from us.


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July 8, 2002
Page 3 of 3


If this letter accurately states the terms of the engagement between TSJ&A and
the organizers, please sign in the space provided below and return to me.

Sincerely,


/s/ W. James Stokes
W. James Stokes
Senior Vice President


Agreed and accepted Date:

Date: September 4, 2002
      -------------------------

Spokesperson representing organizing group:


/s/ Lloyd Gunter, President-CEO
Southeast Community Investors, LLC
----------------------------------------------


Any  notice  or  other  communication  required  or permitted hereunder shall be
deemed  sufficiently given, if sent by registered or certified mail, postage and
fees  prepaid,  addressed  to  the  party  to  be  notified  as  follows:


     (a)     If to consulting company:

             Mr. T. Stephen Johnson, President
             T. Stephen Johnson & Associates, Inc.
             3650 Mansell Road, Suite 200
             Alpharetta, GA 30022

     (b)     If to Organizers:

             c/o:     Lloyd Gunter
                      Southeast Community Investors, LLC
                      c/o Thompson Farm Supply, Inc.
                      382 E. Parker St.
                      Baxley, GA  31513


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