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                                                                    EXHIBIT 10.4

                            COMMERCIAL LEASE CONTRACT

                                                                  March 17, 1998

         THIS LEASE, made this 17th day of March, 1998, by and between GBC
Properties, LLC, first party, (hereinafter called "Landlord") and Gwinnett
Banking Company, second party, (hereinafter called "Tenant").

                              W I T N E S S E T H:


PREMISES                   1. The Landlord, for and in consideration of the
                  rents, covenants, agreements and stipulations hereinafter
                  mentioned, reserved, and contained, to be paid, kept and
                  performed by the Tenant, has leased and rented, and by these
                  presents does lease and rent, unto the said Tenant, and said
                  Tenant hereby agrees to lease take upon the terms and
                  conditions which hereinafter appear, the following described
                  property (hereinafter called premises), to wit: See Exhibit
                  "A" attached hereto and incorporated herein by this reference.

                  and being known as 165 Nash Street, Lawrenceville, Georgia
                  30246, together with all improvements located thereon. No
                  easement for light or air is included in the premises.

TERM                       2. To have and to hold the same for a term of five
                  (5) years beginning on the _____ day of _________________,
                  19__ and ending on the ____ day of ___________________, 2000,
                  at midnight, unless sooner terminated as hereinafter provided.

RENTAL                     3. Tenant agrees to pay Landlord at office in
                  Lawrenceville promptly on the first day of each month in
                  advance, during the term of this lease, a monthly rental of
                  Fifteen Dollars ($15.00) per square foot.

UTILITY BILLS              4. Tenant shall pay all utility bills, including, but
                  not limited to water, sewer, gas, electricity, fuel, light,
                  and heat bills for the leased premises and Tenant shall pay
                  all charges for garbage collection services or other sanitary
                  services rendered to the leased premises or used by Tenant in
                  connection therewith. If Tenant fails to pay any of said
                  utility bills or charges for garbage collection or other
                  sanitary services, Landlord may pay the same and such payment
                  may be added to the rental of the premises next due as
                  additional rental.

USE OF PREMISES            5. Premises shall be used for banking and related
                  purposes and no other. Premises shall not be used for any
                  illegal purposes; nor in any manner to create any nuisance or
                  trespass; nor in any manner to vitiate the insurance or
                  increase the rate of insurance on premises.

ABANDONMENT OF             6. Tenant agrees not to abandon or vacate leased
LEASED PREMISES   premises during the period of this lease, and agrees to use
                  said premises for purpose herein leased until the expiration
                  hereof.


REPAIRS BY TENANT          7. Tenant accepts the leased premises in their
                  present condition and as suited for the uses intended by
                  Tenant. Tenant shall, throughout the initial term of this
                  lease and all renewals thereof, at its expense, maintain in
                  good order and repair the leased premises, including the
                  building and other improvements located thereon, except those
                  repairs expressly required to be made by Landlord. Tenant
                  further agrees to care for the grounds around the building,
                  including the mowing of grass, paving, care of shrubs and
                  general landscaping. Tenant agrees to return said premises to
                  Landlord at the expiration, or prior to termination, of this
                  lease in as good condition and repair as when first received,
                  natural wear and tear, damage by storm, fire, lightning,
                  earthquake or other casualty alone excepted.

                           Elevators, (if any) are accepted by Tenant as in
                  satisfactory operating condition on this date, and Tenant, at
                  his own expense, shall maintain said elevators in good
                  operating condition during the term of this lease, or any
                  extension thereof.



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TAX ESCALATION             8. Tenant shall pay upon demand, as additional rental
                  during the term of this lease and any extension or renewal
                  thereof, the amount by which all taxes (including, but not
                  limited to, ad valorem taxes, special assessments and any
                  other governmental charges) on the premises for each tax year
                  exceeds all taxes on the premises for the tax year 1996. In
                  the event the premises are less than the entire property
                  assessed for such taxes for any such tax year, the tax for any
                  such year applicable to the premises shall be determined by
                  proration on the basis that the rentable floor area of the
                  premises bears to the rentable floor area of the entire
                  property assessed. If the final year of the lease term fails
                  to coincide with the tax year, then any excess for the tax
                  year during which the term ends shall be reduced by the pro
                  rata part of such tax year beyond the lease term. If such
                  taxes for the year in which the lease terminates are not
                  ascertainable before payment of the last month's rental, then
                  the amount of such taxes assessed against the property for the
                  previous tax year shall be used as a basis of determining the
                  pro rata share, if any, to be paid by Tenant for that portion
                  of the last lease year. Tenant's pro rata portion of increased
                  taxes, as provided herein, shall be payable within fifteen
                  days after receipt of notice from Landlord or Agent as to the
                  amount due.


DESTRUCTION OF OR          9. If premises are totally destroyed by storm, fire,
DAMAGE TO         lightning, earthquake or other casualty, this lease shall
PREMISES          terminate as of the date of such destruction, and rental shall
                  be accounted for as between Landlord and Tenant as of that
                  date. If premises are damaged but not wholly destroyed by any
                  such casualties, rental shall abate in such proportion as use
                  of premises to substantially the same condition as before
                  damage as speedily as practicable, whereupon full rental shall
                  recommence.

INDEMNITY                  10. Tenant agrees to indemnify and save harmless the
                  Landlord against all claims for damages to persons or property
                  by reason of use or occupancy of the leased premises, and all
                  expenses incurred by Landlord because thereof, including
                  attorneys' fees and court costs.


GOVERNMENTAL               11. Tenant agrees, at his own expense, to promptly
ORDERS            comply with all requirements of any legally constituted public
                  authority made necessary by reason of Tenant's occupancy of
                  said premises. Landlord agrees to promptly comply with any
                  such requirements if not made necessary by reason of Tenant's
                  occupancy. It is mutually agreed, however, between Landlord
                  and Tenant, that if in order to comply with such requirements,
                  the cost to Landlord or Tenant, as the case may be, shall
                  exceed a sum equal to one year's rent, then Landlord or Tenant
                  who is obligated to comply with such requirements is
                  privileged to terminate this lease by giving written notice of
                  termination to the other party, by registered mail, which
                  termination shall become effective sixty (60) days after
                  receipt of such notice, and which notice shall eliminate
                  necessity of compliance with such requirement by party giving
                  such notice unless party receiving such notice of termination
                  shall, before termination becomes effective, pay to party
                  giving notice all costs of compliance in excess of one year's
                  rent, or secure payment of said sum in manner satisfactory to
                  party giving notice.


CONDEMNATION               12. If the whole of the leased premises, or such
                  portion thereof as will make premises unusable for the
                  purposes herein leased, be condemned by any legally
                  constituted authority for any public use or purpose, then in
                  either of said events the term hereby granted shall cease from
                  the date when possession thereof is taken by public
                  authorities, and rental shall be accounted for as between
                  Landlord and Tenant as of said date. Such termination,
                  however, shall be without prejudice to the rights of either
                  Landlord or Tenant to recover compensation and damage caused
                  by condemnation from the condemnor. It is further understood
                  and agreed that neither the Tenant nor Landlord shall have any
                  rights in any award made to the other by any condemnation
                  authority notwithstanding the termination of the lease as
                  herein provided.


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ASSIGNMENT AND             13. Tenant may sublease portions of the leased
SUBLETTING        premises to others provided such sublessee's operation is a
                  part of the general operation of Tenant and under the
                  supervision and control of Tenant, and provided such operation
                  is within the purposes for which said premises shall be used.
                  Except as provided in preceding sentence, Tenant shall not,
                  without the prior written consent of Landlord endorsed hereon,
                  assign this lease or any interest hereunder, or sublet
                  premises or any part thereof, or permit the use of premises by
                  any party other than Tenant. Consent to any assignment or
                  sublease shall not destroy this provision, and all later
                  assignments or subleases shall be made likewise only on the
                  prior written consent of Landlord. Assignee of Tenant, at
                  option of Landlord, shall become directly liable to Landlord
                  for all obligations of Tenant hereunder, but no sublease or
                  assignment by Tenant shall relieve Tenant of any liability
                  hereunder.

REMOVAL OF                 14. Tenant may (if not in default hereunder) prior to
FIXTURES          the expiration of this lease, or any extension thereof, remove
                  all fixtures and equipment which he has placed in premises,
                  provided Tenant repairs all damage to premises caused by such
                  removal.

CANCELLATION               15. It is mutually agreed that in the even the Tenant
OF LEASE          shall default in the payment of rent, including additional
BY LANDLORD       rent, herein reserved, when due, and fails to cure said
                  default within five (5) days after written notice thereof from
                  Landlord; or if Tenant shall be in default in performing any
                  of the terms or provisions of this lease other than the
                  provision requiring the payment of rent, and fails to cure
                  such default within thirty (30) days after the date of receipt
                  of written notice of default from Landlord; or if Tenant is
                  adjudicated bankrupt; or if a permanent receiver is appointed
                  for Tenant's property and such receiver is not removed within
                  sixty days after written notice from Landlord to Tenant to
                  obtain such removal; or if, whether voluntarily or
                  involuntarily, Tenant takes advantage of any debtor relief
                  proceedings under any present or future law, whereby the rent
                  or any part thereof is, or is proposed to be, reduced or
                  payment thereof deferred; or if Tenant makes an assignment for
                  benefit of creditors; or if Tenant's effect should be levied
                  upon or attached under process against Tenant, not satisfied
                  or dissolved within thirty (30) days after written notice from
                  Landlord to Tenant to obtain satisfaction thereof; then, and
                  in any of said events, Landlord at his option may at once, or
                  within six (6) months thereafter (but only during continuance
                  of such default or condition), terminate this lease by written
                  notice to Tenant; whereupon this lease shall end. After an
                  authorized assignment or subletting of the entire premises
                  covered by this lease, the occurring of any of the foregoing
                  defaults or events shall affect this lease only if caused by,
                  or happening to, the assignee or sublessee. Any notice
                  provided in this paragraph may be given by Landlord, or his
                  attorney. Upon such termination by Landlord, Tenant will at
                  once surrender possession of the premises to Landlord and
                  remove all of Tenant's effects therefrom; and Landlord may
                  forthwith re-enter the premises and repossess himself thereof,
                  and remove all persons and effects therefrom, using such force
                  as may be necessary without being guilty of trespass, forcible
                  entry or detainer or other tort.

RELETTING                  16. Landlord, as Tenant's agent, without terminating
BY LANDLORD       this lease, upon Tenant's breaching this contract, may at
                  Landlord's option enter upon and rent premises at the best
                  price obtainable by reasonable effort, without advertisement
                  and by private negotiations and for any term Landlord deems
                  proper. Tenant shall be liable to Landlord for the deficiency,
                  if any, between Tenant's rent hereunder and the price obtained
                  by Landlord on reletting.

EXTERIOR SIGNS             17. Tenant shall place no signs upon the outside
                  walls or roof of the leased premises except with the written
                  consent of the Landlord. Any and all signs placed on the
                  within leased premises by Tenant shall be maintained in
                  compliance with rules and regulations governing such signs and
                  the Tenant shall be responsible to Landlord for any damage
                  caused by installation, use, or maintenance of said signs, and
                  Tenant agrees upon removal of said signs to repair all damage
                  incident to such removal.

ENTRY FOR                  18. Landlord may card premises "For Rent" or "For
CARDING, ETC.     Sale" thirty (30) days before the termination of this lease.
                  Landlord may enter the premises at reasonable hours to exhibit
                  same to prospective purchasers or tenants and to make repairs
                  required of Landlord under the terms hereof, or to make
                  repairs to Landlord's adjoining property, if any.


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EFFECT OF                  19. No termination of this lease prior to normal
TERMINATION OF    ending thereof, by lapse of time or otherwise, shall affect
LEASE             Landlord's right to collect rent for the period prior to
                  termination thereof.



MORTGAGEE'S                20. Tenant's rights shall be subject to any bona fide
RIGHTS            mortgage or deed to secure debt which is now, or may hereafter
                  be, placed upon the premises of Landlord.

NO ESTATE IN LAND          21. This contract shall create the relationship of
                  Landlord and Tenant between the parties hereto; no estate
                  shall pass out of Landlord. Tenant has only a usufruct, not
                  subject to levy and sale, and not assignable by Tenant except
                  by Landlord's consent.

HOLDING OVER               22. If Tenant remains in possession of premises after
                  expiration of the term hereof, with Landlord's acquiescence
                  and without any express agreement of parties, Tenant shall be
                  a tenant at will at rental rate in effect at end of lease; and
                  there shall be no renewal of this lease by operation of law.

ATTORNEY'S FEES            23. If any rent owing under this lease is collected
AND HOMESTEAD     by or through an attorney at law, Tenant agrees to pay fifteen
                  percent (15%) thereof as attorneys' fees. Tenant waives all
                  homestead rights and exemptions which he may have under any
                  law as against any obligation owing under this lease. Tenant
                  hereby assigns to Landlord his homestead and exemption.

RIGHTS CUMULATIVE          24. All rights, powers and privileges conferred
                  hereunder upon parties hereto shall be cumulative but not
                  restrictive to those given by law.

SERVICE OF NOTICE          25. Tenant hereby appoints as his agent to receive
                  service of all dispossessory or distraint proceedings and
                  notices hereunder, and all notices required under this lease,
                  the person in charge of leased premises at the time, or
                  occupying said premises; and if no person is in charge of, or
                  occupying said premises, then such service or notice may be
                  made by attaching the same on the main entrance to said
                  premises. A copy of all notices under this lease shall also be
                  sent to Tenant's last known address, if different from said
                  premises.

WAIVER OF RIGHTS           26. No failure of Landlord to exercise any power
                  given Landlord hereunder, or to insist upon strict compliance
                  by Tenant with his obligation hereunder, and no custom or
                  practice of the parties at variance with the terms hereof
                  shall constitute a waiver of Landlord's right to demand exact
                  compliance with the terms hereof.

TIME OF ESSENCE            27. Time is of the essence of this agreement.

DEFINITIONS                28. "Landlord" as used in this lease shall include
                  first party, his heirs, representatives, assigns and
                  successors in title to premises. "Tenant" shall include second
                  party, his heirs and representatives, and if this lease shall
                  be validly assigned or sublet, shall include also Tenant
                  assignees or sublessees, as to premises covered by such
                  assignment or sublease. "Landlord," and "Tenant" include male
                  and female, singular and plural, corporation, partnership or
                  individual, as may fit the particular parties.

SPECIAL                    29. In so far as the following stipulations conflict
STIPULATIONS      with any of the foregoing provisions, the following shall
                  control: See Exhibit "B" attached hereto and incorporated
                  herein by this reference.

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



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]



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         IN WITNESS WHEREOF, the parties herein have hereunto set their hands
and seals, in triplicate, the day and year first above written.


Signed, sealed and delivered as to Landlord, in the GBC PROPERTIES, LLC presence
of:

/s/ Marsha N. Watkins               By: /s/ W. H. Britt
------------------------------          ---------------------------------
                                        Name: W. H. Britt
Marsha N. Watkins                             ---------------------------
------------------------------          Title: Manager
Notary Public                                  --------------------------


Signed, sealed and delivered as to Tenant, in the GWINNETT BANKING COMPANY
presence of:

/s/ Marsha N. Watkins               By: /s/ John T. Hopkins III
------------------------------          ---------------------------------
                                        Name: John T. Hopkins III
Marsha N. Watkins                             ---------------------------
------------------------------          Title: Chief Financial Officer
Notary Public                                  --------------------------



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                                   EXHIBIT "B"

1.       EXTENSION OF TERM. At the expiration of the initial five (5) year term
         of this Agreement and at the expiration of each extension period as
         provided in this paragraph, provided that Tenant is not in default
         under any of the terms or conditions of this Commercial Lease Contract,
         the term of this Agreement shall be automatically extended for two
         additional five (5) year periods pursuant to the same terms and
         conditions as this Commercial Lease Contract, except as such terms and
         conditions may be modified by the terms and conditions set forth below.
         Written notice of such modifications shall be provided by Landlord to
         Tenant at least ten (10) days prior to the end of the current term of
         the Commercial Lease Contract or any extension period as provided
         herein. Either party desiring to terminate this Commercial Lease
         Contract shall give to the other party written notice of the intent not
         to renew the term of the Agreement at least ten (10) days prior to the
         end of the current term thereof, in which case this Commercial Lease
         Contract shall terminate and be of no further force and effect at the
         end of said term period.

2.       CPI INCREASES. On the first day of the initial extension period as
         described above and on the first day of each subsequent extension
         period, the rent described in Paragraph 3 of this Commercial Lease
         Contract shall be adjusted and changed. Such adjustment and change in
         the rent amount shall be determined in accordance with adjustments in
         the Consumer Price Index ("CPI") as provided for herein. The CPI is
         herein defined as the "United States Department of Labor, Bureau of
         Labor Statistics, Consumer Price Index, United States, for all urban
         consumers, All Items (1982-84 = 100)."


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         At the beginning of each extension period as provided above, the rent
shall be adjusted by the "percentage change" in the CPI on the initial day of
each extension period as compared to the CPI prevailing sixty (60) months prior
to such date. All such adjustments shall be made retroactive to such five-year
anniversary date. All such adjustments shall be made to the nearest one-eighth
of a percentage point (0.125%).

         Landlord shall notify Tenant in writing of the amount of the newly
adjusted rent and same shall be due on the first day of the applicable extension
period and each month thereafter until adjusted again. However, in no event
shall the rent due and payable hereunder be less than the rent provided for
during the initial term of this Commercial Lease Contract, regardless of the
value of the dollar as reflected by said CPI figure.

         In the event the amount of CPI increase is not known until after the
first month of the period for which the adjustment is to be made, due to delays
in publication of the CPI, or any other reason, then, upon notification of the
increase by Landlord, the Tenant shall pay the full amount of the increase which
is due for any prior month during the adjustment period within thirty (30) days
following receipt of Landlord's written notice of the amount due.

         In the event the CPI is discontinued, ceases to incorporate significant
items now incorporated therein, or if a substantial change is made in such CPI,
the parties hereto shall use in its place any similar index established and
compiled by an agency of the United States Government, and, if no such index is
available, the parties shall attempt to agree on an alternative formula and, if
agreement cannot be reached, the matter shall be submitted to arbitration under
the rules of the American Arbitration Association then in effect.


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         The rent, as escalated, shall constitute the "rent" as such term is
used throughout the Commercial Lease Contract.

3.       BANKRUPTCY OR INSOLVENCY. Notwithstanding any other provisions
         contained in this Commercial Lease Contract, in the event (a) Tenant or
         its successors or assigns shall become insolvent or bankrupt, or if it
         or their interest under this Commercial Lease Contract shall be levied
         upon or sold under execution or other legal process, or (b) the
         depository institution then operating on the Premises is closed, or is
         taken over by any depository institution supervisory authority
         ("Authority"), Landlord may, in either such event, terminate this
         Commercial Lease Contract only with the concurrence of any Receiver or
         Liquidator appointed by such Authority; provided, that in the event
         this lease is terminated by the Receiver or Liquidator, the maximum
         claim of Landlord for rent damages, or indemnity for injury resulting
         from the termination, rejection, or abandonment of the unexpired
         Commercial Lease Contract shall by law in no event be in an amount
         equal to all accrued and unpaid rent to the date of termination.



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