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                                                                    EXHIBIT 10.1

                                 LOAN AGREEMENT

THIS LOAN AGREEMENT(hereinafter called "Agreement")made and entered into this
13th day of December, 2004 ("Effective Date") by and between CIVITAS BANKGROUP
INC, a Tennessee corporation, (hereinafter called "Borrower")and FIRST TENNESSEE
BANK NATIONAL ASSOCIATION, a national banking association having its principal
office located in Memphis, Tennessee ("Lender").

                              W I T N E S S E T H :

WHEREAS, the Borrower has requested that Lender provide a loan in the amount of
Five Million Dollars ($ 5,000,000.00) ("Loan") and Lender has agreed to make
this Loan on the terms and conditions hereinafter set forth;

WHEREAS, Borrower and Lender wish to enter into this Loan Agreement to set forth
certain terms of the Loan and to secure the Loan by a pledge of 1667 shares of
common stock of Cumberland Bank (the "Bank") which constitutes One Hundred
percent (100%) of the outstanding shares of the Bank, which is a wholly-owned
subsidiary of Borrower.

NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants and conditions herein contained, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto intending to be legally bound hereby
agree as follows:

                                   AGREEMENTS

1. AMOUNT AND TERMS OF BORROWINGS.

         1.1 Loan. Lender hereby agrees to lend, and Borrower hereby agrees to
borrow, upon the terms and conditions set forth in this Agreement, the sum of up
to Five Million Dollars ($5,000,000.00), as the Loan, to be evidenced by a
promissory note (the "Note"), as set forth in EXHIBIT A and included herein by
reference. The Note shall be dated on the date of the extension of the Loan,
shall be payable to the order of Lender in the principal amount of Five Million
Dollars ($5,000,000.00) shall bear interest on the outstanding principal balance
from the date of advancement of the principal amount to final payment at the
rate as set forth in the Note in EXHIBIT A.

                  Subject to the right of the Lender to declare principal and
accrued interest to be immediately due and payable to the extent hereinafter
provided, principal and interest payments shall be due and payable as set forth
in the Note and all principal and accrued interest, together with any amounts
due under this Agreement, shall be due and payable on 12/30/2014 (the "Maturity
Date").

                  Interest on the outstanding principal balance of the Note
shall accrue at the FTB Base Rate as set forth in the Note. Prepayments of
principal shall be permitted without premium or penalty and be applied to the
next principal payments due and payable under the Note, unless interest is due
and payable but unpaid, which case such prepayment shall be applied to such
interest as required.

         1.2 General. All indebtedness and obligations of Borrower to Lender
under this Agreement shall be secured by Lender's lien and security interest in
One thousand six hundred sixty seven (1667) shares of the common stock of the
Bank (the "Collateral"). The pledging of such Collateral shall be evidenced by a
separate Pledge Agreement executed by Borrower ("Pledge Agreement"). Borrower
agrees that all of the rights of Lender with regard to the Pledge Agreement set
forth in this Agreement shall apply to any modification of, or supplement to
this Agreement.

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         1.3 Payments. All payments under the Note shall be made to Lender at
its principal office in Memphis, Tennessee, in immediately available funds in
lawful tender of the United States of America.

2. USE OF PROCEEDS.

         2.1 Use of Loan Proceeds. The proceeds of the Loan shall be used by the
Borrower for the sole purpose of refinancing existing debt and general capital
needs.

3. CONDITIONS TO LOAN CLOSING.

         The obligation of Lender to extend any loan or credit to Borrower under
this Agreement or to make any Loan disbursements is subject to the satisfaction
of each of the following conditions:

         3.1 No Defaults; Certificate. Borrower and the Bank shall be in full
compliance with all the terms and conditions of this Agreement, and no Event of
Default, nor any event which upon notice or lapse of time or both would
constitute such an Event of Default, shall have occurred. Lender shall have
received from Borrower and the Bank a certificate, in form and content
reasonably acceptable to Lender dated as of and delivered on the date of the
Loan, certifying that (1) the representations and warranties set forth herein,
and the exhibits attached hereto, are accurate, true and correct on and as of
such date, (2) show that neither the transactions contemplated hereby or by any
other Loan Document will cause or result in any violation of (or creation of any
right in third parties under the provisions of) any laws restricting or
otherwise regulating the use, application or distribution of corporate funds and
assets, and (3) that no Event of Default nor any event which upon notice or
lapse of time or both would constitute such an Event of Default, exists.

         3.2 Accuracy of Representations and Warranties. At the time of the
initial Loan disbursement and any subsequent Loan disbursement, the
representations and warranties set forth herein and in any other Loan Document
shall be true and correct.

         3.3 Corporate Action and Authority. The Borrower shall have delivered
to Lender: (i) a certificate from the Secretary of State of Tennessee that
Borrower is in good standing and certificates from the Secretaries of State and
of each other State in which the Borrower is required to be qualified to do
business, certifying the Borrower's good standing as a corporation in each such
State; (ii) a copy of the Resolutions passed by the Borrower's Board of
Directors authorizing the execution and delivery of the performance of
Borrower's obligations under the Loan Documents certified by the Secretary or
Assistant Secretary to be true and correct; and (iii) a certificate or
certificates, dated as of and delivered on the date of the execution of this
Agreement and signed on behalf of the Borrower by the Secretary or Assistant
Secretary, certifying the names of the officers authorized to execute and
deliver the Loan Documents on behalf of the Borrower, together with the
original, not photocopied, signatures of each officer. Borrower shall also
deliver the same items specified in (i) above pertaining to the Bank from the
appropriate regulatory agency.

         3.4 Delivery of Note, Loan Agreement, Pledge Agreement, and Stock
Certificates. At the time of the extension of the Loan, Borrower shall have
delivered the Note, this Loan Agreement, the Pledge Agreement pledging the
Collateral, stock certificates issued to Borrower evidencing the shares pledged
pursuant to the Pledge Agreement, and such stock powers with respect to such
shares pledged as Collateral as shall be required by Lender (all such documents,
together with any other documents reasonably required by the Lender, are
referred to herein as "Loan Documents"). The security interest in the Collateral
shall be prior to all other liens.

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         3.5 Proceedings. The Loan Documents, upon their execution, and all
proceedings in connection with the authorization, execution and delivery of and
the performance of the obligations under the Loan Documents shall be reasonably
satisfactory in substance and form to Lender.

         3.6 Payment of Fees and Expenses. Borrower shall have paid, at or prior
to the date of the extension of the Loan, all accrued but unpaid reasonable
costs and expenses of Lender in accordance with Section 8.9.

         3.7 Other Writings. The Lender shall receive such other agreements,
instruments, documents, certificates, affidavits and other writings as Lender
may reasonably require.

         3.8 Opinion of Counsel. Borrower shall have delivered to Lender at
Borrower's expense, favorable written opinions of counsel for Borrower dated as
of and delivered on the date of the extension of the Loan, in form and content
reasonably acceptable to Lender, as set forth in EXHIBIT B.

         3.9 Financial Statements. Prior to any disbursement under the Loan,
Borrower shall have delivered to Lender, true and exact copies of the
consolidated financial statements of the Borrower and its subsidiaries
identified on EXHIBIT D (the "Subsidiaries"), for the twelve month period ended
December 31, 2003 and audit report and opinion of the Borrower's independent
accounting firm, with respect thereto, the unaudited consolidated financial
statements of Borrower and its Subsidiaries as of June 30, 2004 and the ________
F.R. Y-6 Annual Report and F.R. Y-9 Parent Company only (and Consolidated, if
applicable) financial statement(s) filed by Borrower with the Federal Reserve.
For purposes of this Agreement, the term "Subsidiary" means any corporation
other than Borrower in an unbroken chain of corporations beginning with the
Borrower with each of the corporations or the Bank other than the last
corporation in the unbroken chain owning fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations or the Bank.

         3.10 No Material Adverse Change. At the time the Loan is funded
hereunder, there shall have occurred, in the reasonable opinion of Lender, no
material adverse changes in the condition, financial or otherwise, of Borrower
or its subsidiaries, taken as a whole, from that reflected in the financial
statements furnished pursuant to Section 3.9 hereof or furnished to Lender from
time to time hereafter as required herein.

4. REPRESENTATIONS AND WARRANTIES.

         In order to induce the Lender to enter into this Agreement and to make
the Loan including advancements under the Loan, the Borrower and the Bank
represent and warrant to the Lender (which representations and warranties shall
survive the delivery of the Loan Documents and the funding of the Loan) that:

         4.1 Corporate Status. Borrower is a corporation duly organized and
existing under the laws of the State of Tennessee, is duly qualified to do
business and is in good standing under the laws of other states where the
Borrower is required to be qualified to do business, if any, and has the
corporate power and authority to own its properties and assets and conduct its
affairs and business.

         4.2 Corporate Power and Authority. Borrower has full power and
authority to enter into this Agreement, to borrow funds contemplated herein, to
execute and deliver this Agreement, the Note and other Loan Documents executed
and delivered by it, and to incur the obligations provided for herein, all of
which have been duly authorized by all proper and necessary corporate action;
and the officer executing each of the Loan Documents is duly authorized to do so
by all necessary corporate action. Any consents or approval of shareholders of
Borrower required as a condition to the validity of any Loan Document have

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been obtained;  and each of said Loan Documents is the valid, legal, and binding
obligation of Borrower enforceable in accordance with its terms.

         4.3 No Violation of Agreements or Law. Neither Borrower, Bank, nor any
other Subsidiary of Borrower is in default under any indenture, agreement or
instrument to which it is a party or by which it may be bound, nor in violation
of any state or federal statute, rule, ruling, or regulation governing its
operations and the conduct of its business, except for such defaults which would
not have a material adverse effect on the operations, financial condition,
business or assets of the Borrower and its subsidiaries taken as a whole
("Material Adverse Effect"). Neither the execution and delivery of the Loan
Documents nor the consummation of the transactions herein contemplated, or
compliance with the provisions hereof will conflict with, or result in the
breach of, or constitute a default under, any indenture, agreement or other
instrument to which Borrower is a party or by which it may be bound except to
the extent a breach or default under such indenture, agreement or other
instrument would not have a Material Adverse Effect, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property of
Borrower, or violate or be in conflict with any provision of the charter or
bylaws of Borrower, the Bank or any other Subsidiary except for such liens,
charges or encumbrances as would not have a Material Adverse Effect.

         4.4 Compliance With Law; Government Approvals.

                  (a) Borrower has complied and is complying with all
requirements, made all applications, and submitted all reports required by The
Bank Holding Company Act of 1956, as amended, and any regulations or rulings
issued in connection therewith except where such failure to comply would not
have a Material Adverse Effect, and the transaction contemplated hereby will not
violate any such statutes, rules, rulings, or regulations nor will the
consummation of said actions and transactions cause Borrower to be in violation
thereof except for such violations as would not have a Material Adverse Effect.
Borrower has, as required, received all governmental approvals necessary for the
consummation of the transactions described herein, including the approval of the
Board of Governors of the Federal Reserve System.

                  (b) Borrower has complied and is complying in all material
respects with all other applicable state or federal statutes, rules, rulings and
regulations. The borrowing of money and said actions and transactions required
hereunder will not violate any of such statutes, rules, rulings, or regulations.

         4.5 Litigation. There are no actions, suits or proceedings pending or,
to the knowledge of the Borrower threatened against the Borrower, the Bank or
any other Subsidiary before any court, arbitrator or governmental or
administrative body or agency which, if adversely determined, would have a
Material Adverse Effect except as set forth in EXHIBIT C. Without limiting the
generality of the foregoing, except as set forth in EXHIBIT C neither Borrower,
the Bank nor any Subsidiary is subject to any Supervisory Action (herein
defined) by any federal or state bank regulatory authority. As used herein,
"Supervisory Action" shall mean and include the issuance by any bank regulatory
authority of a letter agreement or memorandum of understanding (regardless of
whether consented or agreed to by the party to whom it is addressed); or the
issuance by or at the behest of any bank regulatory authority of a cease and
desist order, injunction, directive, restraining order, notice of charges, or
civil money penalties, against Borrower, the Bank, or any other Subsidiary or
the directors or officers of any of them, whether temporary or permanent.

         4.6 Financial Condition. The consolidated balance sheets and the
related consolidated statements of income of Borrower and its Subsidiaries and
the financial reports of Borrower, the Bank, and the other Subsidiaries which
will be delivered to Lender pursuant to Section 3.9 hereof are, or will be as of
their respective dates and for the respective periods stated therein, complete
and correctly and fairly present in all material respects the financial
condition of Borrower and its Subsidiaries, and the results of their operations,
respectively, as of the dates and for the periods stated therein, and have been,
or will be as of their respective dates and for the respective periods stated
therein, prepared in accordance with

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Generally Accepted Accounting Principals (GAAP)in the United States consistently
applied throughout the period involved and consistent with that of the preceding
fiscal year or period, as the case may be. There are no liabilities of the
Borrower which are required to be set forth in such financial statements that
are not included in such financial statements. There has been no material
adverse change in the business, properties or condition of Borrower and its
Subsidiaries since the date of the financial statement furnished to Lender
pursuant to Section 3.9 hereof.

         4.7 Tax Liability. Borrower has filed all federal, state and other tax
returns, which are required to be filed by it, and has paid all taxes which have
become due and payable pursuant to such returns or pursuant to any assessments
received by Borrower, the Bank, and the other Subsidiaries.

         4.8 Subsidiaries. Borrower has no Subsidiaries and owns stock in no
corporation or banking association other than the Subsidiaries listed in EXHIBIT
D.

         4.9 Bank Stock. The common stock of the Bank owned by Borrower is duly
authorized and validly issued by the Bank. The total number of shares of common
stock of the Bank issued and outstanding as of the date hereof are all owned by
Borrower. Except as set forth on EXHIBIT E, the stock of the Bank is free and
clear of all liens, encumbrances, security interests other than the security
interest of National Bank of Commerce which shall be released upon the repayment
of the loan to Borrower; said common stock is fully paid and non-assessable.
There are no outstanding warrants or options to acquire any common stock of the
Bank. There are no outstanding securities convertible or exchangeable into
shares of common stock of the Bank; and there are no restrictions on the
transfer or pledge of any shares of common stock of the Bank.

         4.10 Liens. There are no liens on any assets of the Borrower, the Bank
or any other Subsidiaries other than as set forth in EXHIBIT E. The Borrower
will not incur any additional debt or allow any additional lien to be placed on
the Collateral without the written consent of the Lender. Neither the Bank nor
any other Subsidiary shall incur any debt or allow any lien to be placed on any
asset, other than in the ordinary course of business, without the written
consent of Lender.

         4.11 Options, Warrants, Etc. Related to Shares. Except as set forth in
EXHIBIT F, there are no options, warrants or other rights agreements or
commitments (including conversion rights and preemptive rights) obligating the
Borrower, the Bank, or any Subsidiary to issue, sell, purchase or redeem shares
of the Borrower, the Bank, or any other Subsidiary or securities convertible to
such shares.

         4.12 Environmental Laws.

                  (a) The Borrower and each of its Subsidiaries have obtained
all permits, licenses, and other authorizations which are required under all
Environmental Laws except where the failure to have obtained such permits,
licenses and other authorizations would not have a Material Adverse Effect and
are in compliance in all material respects with all material applicable
Environmental Laws.

                  (b) On or prior to the date hereof, no notice, demand, request
for information, citation, summons, or order has been issued, no complaint has
been filed, no penalty has been assessed, and no investigation or review is
pending or, to the best of the knowledge of the Borrower, threatened by any
governmental or other Person with respect to any alleged or suspected failure by
the Borrower or any of its Subsidiaries to comply in any material respect with
any Environmental Laws.

                  (c) To the best of the knowledge of the Borrower, there are no
material Liens arising under or pursuant to any Environmental Laws on any of the
property owned or leased by the Borrower or any of its Subsidiaries.

                  (d) To the best of the knowledge of the Borrower, there are no
conditions existing currently which would subject the Borrower or any of its
Subsidiaries or any of their property to any

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material Lien, damages, penalties, injunctive relief, or cleanup costs under any
Environmental Laws or which require cleanup, removal, remedial action, or other
responses by the Borrower and its Subsidiaries pursuant to Environmental Laws.

                  (e) For purposes of this Agreement, "Environmental Laws" shall
mean all federal, state, and local laws, including statutes, regulations,
ordinances, codes, rules, and other governmental restrictions and requirements,
relating to the discharge of air pollutants, water pollutants, or process waste
water or otherwise relating to the environment or hazardous substances or the
treatment, processing, storage, disposal, release, transport, or other handling
thereof, including, but not limited to, the federal Solid Waste Disposal Act,
the federal Clean Air Act, the federal Clean Water Act, the federal Resource
Conservation and Recovery Act, the federal Hazardous Materials Transportation
Act, the federal Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, the federal Toxic Substances Control Act, regulations of
the Nuclear Regulatory Agency, and regulations of any state department of
natural resources or state environmental protection agency, in each case as now
or at any time hereafter in effect.

5. AFFIRMATIVE COVENANTS.

         Borrower and the Bank covenant and agree that, until the Note together
with interest thereon is paid in full, unless specifically waived by the Lender
in writing, Borrower and the Bank will, or will cause the Subsidiaries to:

         5.1 Business and Existence; Compliance with Laws. Perform all things
necessary to preserve and keep in full force and effect the existence, rights
and franchises of Borrower, the Bank and the other Subsidiaries and to comply
with and cause the Bank and the other Subsidiaries to comply with all material
laws and regulations applicable to Borrower, the Bank, and each other
Subsidiary, including, but not limited to, material laws and regulations of
state and federal authorities applicable to banks and bank holding companies.

         5.2 Maintain Property. Maintain, preserve, and protect all properties
used or useful in and material to the conduct of Borrower's, the Bank's, and
each other Subsidiary's business and keep the same in good repair, working order
and condition.

         5.3 Insurance. At all times keep the insurable properties of Borrower,
the Bank, and each other Subsidiary adequately insured and maintain in force (i)
insurance, to such an extent and against such risks, including fire and theft,
as is customary with companies in the same or similar business, and (ii) such
other insurance as may be required by law; and if required by Lender, deliver to
the Lender a copy of the bonds and policies providing such coverage and a list
setting forth the nature of the risks covered by such insurance, the amount
carried with respect to each risk, and the name of the insurer.

         5.4 Taxes and Liens. Pay and discharge promptly all material taxes,
assessments, and governmental charges or levies imposed upon Borrower, the Bank,
or each other Subsidiary or upon any of their respective income and profits, or
their properties, real, personal or mixed, or any part thereof, before the same
shall become delinquent; provided, however, that Borrower, the Bank, and each
other Subsidiary shall not be required to pay and discharge or to cause to be
paid and discharged any such tax, assessment, charge, levy or claim so long as
the amount or validity thereof shall be contested in good faith by appropriate
proceedings and provided that procedures reasonably satisfactory to Lender are
carried out to prevent foreclosure of any lien there from.

         5.5 Financial Reports and ERISA.

                  (a) Furnish to Lender as soon as available and in any event
within ninety (90) days after the end of each calendar year, (1) consolidated
balance sheets of Borrower and its Subsidiaries, as of the end of such year and
consolidated statements of income of Borrower and its Subsidiaries for the year

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then ended, together with the audit report and opinion of independent Certified
Public Accountants acceptable to the Lender with respect thereto, such audit
report and opinion shall contain no exceptions or qualifications with respect to
scope limitations imposed by Borrower or any of its Subsidiaries or with respect
to accounting principles followed by Borrower or any of its Subsidiaries not in
accordance with GAAP; (2) promptly upon receipt, copies of all management
letters and other assessments and recommendations, formal or informal, submitted
by the Certified Public Accountants to Borrower; (3) a copy of Borrower's FR Y-9
Parent Company Only (and Consolidated, if applicable) financial statement(s) and
(4) a copy of Borrower's F.R. Y-6 Annual Report promptly upon the filing of the
same with the Federal Reserve Board; and (5) a copy of the Bank's Quarterly
Report of Condition and Income ("Call Report") promptly upon the filing with the
appropriate regulatory agency.

                  (b) Upon senior management of the Borrower obtaining knowledge
thereof, the Borrower will give written notice to the Lender promptly (and in
any event within five (5) business days), of: (1) any event or condition,
including, but not limited to, any Reportable Event, that constitutes, or might
reasonably lead to, an ERISA Event; (2) with respect to any Multiemployer Plan,
the receipt of notice as prescribed in ERISA or otherwise of any withdrawal
liability assessed against the Borrower or any of its ERISA Affiliates, or of a
determination that any Multiemployer Plan is in reorganization or insolvent
(both within the mean of Title IV of ERISA); (3) the failure to make full
payment on or before the due date (including extensions) thereof of all amounts
which the Borrower, the Bank, or any other Subsidiary or any ERISA Affiliate is
required to contribute to each Plan pursuant to its terms and as required to
meet the minimum funding standard set forth in ERISA and the Code with respect
thereto; or (4) any change in the funding status of any Plan that could have a
material adverse effect, together with a description of any such event or
condition or a copy of any such notice and a statement by the chief financial
officer of the Borrower briefly setting forth the details regarding such event,
condition, or notice, and the action, if any, which has been or is being taken
or is proposed to be taken by the Borrower with respect thereto. Promptly upon
request, the Borrower shall furnish the Lender and the Lenders with such
additional information concerning any Plan as may be reasonably requested,
including, but not limited to, copies of each annual report/return (Form 5500
series), as well as all schedules and attachments thereto required to be filed
with the Department of Labor and/or the Internal Revenue Service pursuant to
ERISA and the Code, respectively, for each "plan year" (within the meaning of
Section 3(39) of ERISA).

                  (c) For purposes of this Agreement:

                           (1) "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute thereto, as
interpreted by the rules and regulations thereunder, all as the same may be in
effect from time to time. References to sections of ERISA shall be construed
also to refer to any successor sections.

                           (2) "Reportable Event" means any of the events set
forth in Section 4043(c) of ERISA, other than those events as to which the
notice requirement has been waived by regulation.

                           (3) "Multiple Employer Plan" means a Plan which is a
multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                           (4) "ERISA Affiliate" means an entity which is under
common control with the Borrower within the meaning of Section 4001(a)(14) of
ERISA, or is a member of a group which includes the Borrower and which is
treated as a single employer under Sections 414(b) or (c) of the Code.

                           (5) "ERISA Event" means (i) with respect to any Plan,
the occurrence of a Reportable Event or the substantial cessation of operations
(within the meaning of Section 4062(e) of ERISA); (ii) the withdrawal by the
Borrower, the Bank, or any other Subsidiary or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a substantial employer
(as such term is defined in Section 4001(a)(2) of ERISA), or the termination of
a Multiple Employer Plan; (iii) the distribution of a notice of intent to
terminate or the actual termination of a Plan pursuant to Section

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4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate
or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v)
any event or condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
plan; (vi) the complete or partial withdrawal of the Borrower or any of its
Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; (vii) the
conditions for imposition of a lien under Section 302(f) of ERISA exist with
respect to any Plan; or (viii) the adoption of an amendment to any Plan
requiring the provision of security to such Plan pursuant to Section 307 of
ERISA.

                           (6) "Plan" means any employee benefit plan (as
defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to
which the Borrower, the Bank, or any other Subsidiary or any ERISA affiliate is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" within the meaning of Section 3(5) of
ERISA.

                  (d) Promptly upon the transmission thereof, copies of all
material financial statements, proxy statements, notices, reports and other
communications sent by the Borrower or any other Subsidiary to the shareholders
of the Borrower and any other such communications as may be requested by Lender
and copies of any and all regular or periodic reports, registration statements,
prospectuses or other written communications that the Borrower or the Bank or
any other Subsidiary is or may be required to file with the Securities and
Exchange Commission or any governmental department, bureau, commission or agency
succeeding to the functions of the Securities and Exchange Commission if any.

                  (e) With reasonable promptness, such other financial
information for the Borrower or the Bank or any other Subsidiary as Lender may
reasonably request.

         5.6 Regulatory Examinations. (a) Promptly notify Lender of every
examination by any federal or state regulatory body or authority, with respect
to the properties, loans, operations and/or condition of Borrower, the Bank, or
any other Subsidiary, and of the receipt by Borrower, the Bank, or any other
Subsidiary of every examination or other report prepared by such body or
authority with respect thereto; and (b) if required by Lender, fully and
completely assist and cooperate with Lender in requesting approval by such
regulatory body or authority of the furnishing to Lender of any such report, and
furnish such report to Lender if such approval is given; provided, however, that
Lender shall take such steps as may be necessary to assure that all such reports
shall remain confidential and shall be used by Lender solely in connection with
the administration of the Loan in accordance with the provisions of this
Agreement.

         5.7 Additional Information. Furnish such other information regarding
the operations, business affairs and financial condition of Borrower, the Bank,
and each other Subsidiary as Lender may from time to time reasonably request,
including but not limited to true and exact copies of any monthly management
reports to their respective directors, their respective tax returns, and all
information furnished to shareholders, or any governmental authority, including
the results of any stock valuation performed.

         5.8 Right of Inspection. Except to the extent, if any, prohibited by
applicable law, permit any person designated by Lender, upon three (3) business
days prior written notice to inspect any of the properties, books and financial
and other reports and records of Borrower, the Bank, and each other Subsidiary,
including, but not limited to, all documentation and records pertaining to the
Bank's loans, investments and deposits; and to discuss their affairs; finances
and accounts with Borrower's, the Bank's, and each other Subsidiary's principal
officers, at all such reasonable times and as often as Lender may reasonable
request, to be necessary to cover the costs of such inspections, including a
reasonable allowance for Lender's overhead as well as out-of-pocket expenses in
connection with such inspection.

         5.9 Notice of Default. Promptly, but in no event later than five (5)
business days after an officer of the Borrower obtains knowledge thereof,
Borrower shall furnish the Lender with written notice of the occurrence of any
event or the existence of any condition which constitutes or upon written notice
or

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lapse of time or both would constitute an Event of Default under the terms of
this Loan Agreement or other Loan Documents or an event of default or default
under any other loan documents for any other loan to the Borrower, the Bank, or
any other Subsidiary.

         5.10 Notice of Litigation. Promptly, but in no event later than five
(5) business days after an officer of the Borrower obtains knowledge thereof,
Borrower shall notify Lender of any actions, suits or proceedings instituted by
any person against the Borrower, the Bank or other Subsidiary claiming money
damages or other monetary liability in an amount, deemed to be material to
Borrower and its Subsidiaries, taken as a whole, or more, and to specify the
amount of damages being claimed or other relief being sought, the nature of the
claim, the person instituting the action, suit or proceeding, and any other
significant features of the claim.

         5.11 Perfection of Security Interest. The Borrower or other Subsidiary
shall perform such acts as may be necessary, in the reasonable judgment of
Lender, now or in the future, to perfect or continue perfection of the security
interests granted to Lender, or otherwise provided for, under any and all Loan
Documents.

         5.12 Dividends to Borrower from the Bank. Borrower shall cause the Bank
and other Subsidiary to pay dividends or otherwise make such cash contributions
at such times and in such amounts, as is necessary to enable Borrower to meet
all of its obligations under the Loan Documents on a timely basis, including the
payment, when due, of each installment of interest and the payment of principal
on the Loan to the extent permitted by law including applicable bank regulatory
agency rules and regulations or agreements or understandings between the
Borrower or any subsidiary and a bank regulatory agency. Without limiting the
generality of the foregoing, should any prepayment, accelerated payment or other
payment ever be due with respect to the Loan, Borrower shall cause the Bank and
other Subsidiary to pay dividends or otherwise make such additional
distributions to the Borrower as necessary to enable the Borrower to make such
prepayment, accelerated payment or other payment, to the extent permitted by law
including applicable bank regulatory agency rules and regulations or agreements
or understandings between the Borrower or any subsidiary and a bank regulatory
agency.

         5.13 Capital Requirements.

                  (a) The Borrower will and will cause the Bank to maintain at
all times such amount of capital as may be prescribed by the appropriate "Bank
Regulatory Authority", as subsequently defined, from time to time, whether by
regulation, agreement or order. The Borrower shall ensure that the Bank shall be
at least "well capitalized" (within the meaning of 12 U.S.C. 1831o, as amended,
reenacted or redesignated from time to time).

                  (b) "Bank Regulatory Authority shall mean the Board of
Governors of the Federal Reserve System, the Comptroller of the Currency, the
Federal Deposit Insurance Corporation and all other relevant bank regulatory
authorities (including, without limitation, relevant state bank regulatory
authorities).

         5.14 Capital Ratio/Equity Capital Adequacy. With respect to the
financial statements of the Borrower and Bank, shall maintain at all times until
payment in full of the Loan, capital levels of Borrower in full compliance with
all state and federal regulatory authorities and, without limiting the
generality of the foregoing, a ratio of Tier 1 Capital to Average Adjusted
Assets as required by all state and federal regulatory authorities; provided,
however, with respect to the financial statement of the Borrower in no event
shall the minimum ratio of Tier 1 Capital to Average Adjusted Assets be less
than Seven Percent (7.0%) as long as NPL are greater than 2.0%. When NPL drop
below 2.0% the minimum Tier 1 Capital ratio will be Six and one half percent
(6.5%) see 5.15 (b) for definition of NPL. For purposes hereof, "Tier 1 Capital"
is defined in Appendix A to Title 12, Code of Federal Regulations, Part 225n,
and Capital Adequacy Guidelines for Bank Holding Companies.

                                       9

<PAGE>

         5.15 Non-Performing Loans Ratio.

(a) The Non-Performing Loan Ratio of the Borrower and its Subsidiaries, as of
the end of each fiscal quarter shall not exceed three and one half percent
(3.50%) of the Borrower's gross loans between execution of this document and
12/31/04. NPL shall not exceed 3.25% beginning 1/01/05 through 3/31/05, NPL
shall not exceed 3.00%, beginning 4/01/05 through 6/30/05, NPL shall not exceed
2.50% beginning 7/01/05 through 12/31/05 and thereafter NPL shall not exceed
2.00%.

                  (b) For the purposes hereof, "Non-Performing Loans" shall be
defined as the sum of (1) all loans classified internally or by a Bank
Regulatory Authority as non-accrual plus (2) loans past due by 90 days or more
plus (3) loans for which the obligee has reduced the agreed interest rate,
reduced the principal or interest obligation, extend the maturity, applied
interest payments to reduce principal, capitalized interest, or otherwise
renegotiated the terms of the obligation based upon the actual or asserted
inability of the obligor(s) of such loans to perform their obligations pursuant
to the agreements with the obligee prior to such modification or renegotiation;
provided, however, loans for which the Borrower or the Bank has taken additional
collateral satisfactory to it and therefore is prepared to make additional loan
advances or any other loans which have been restructured and are performing in a
manner satisfactory to the Borrower shall not be included in the definition,
herein defined as "Non-performing Loans" and (4) Other Real Estate Owned listed
in Call Reports and other such assets acquired through foreclosure or other
realization upon collateral or rearrangement or satisfaction of Indebtedness.

                  (c) "Non-Performing Loan Ratio" means the quotient of (i) sum
of total loans and Other Real Estate Owned and other such assets acquired
through foreclosure or other realization upon collateral or rearrangement or
satisfaction of Indebtedness and (ii) total loans of the Borrower.

         5.16 Loan Loss Reserves. With respect to the Bank, maintain at all
times loan loss reserves in amounts deemed adequate by all federal and state
regulatory authorities. As used herein, "Non-Performing Loans" shall have the
same meaning set out for "Non-Performing Assets" in Section 5.19 hereof.

         5.17 Compliance Certificate. Furnish Lender a Certificate of Compliance
duly certified by the Chief Executive Officer of Borrower within forty-five (45)
days after the end of each calendar quarter stating that Borrower and each Bank
Subsidiary and the Borrower and all Subsidiaries, as applicable, are in material
compliance with all terms, covenants and conditions of this Loan Agreement and
all related Loan Documents, including, but not limited to, Sections 5.1 - 5.17
of this Agreement. Such Certificate of Compliance shall be as set forth in
EXHIBIT H and otherwise be in form and substance reasonably satisfactory to
Lender.

6. NEGATIVE COVENANTS.

       Borrower and the Bank covenant and agree with Lender that Borrower
shall comply and cause the Bank and other Subsidiaries to comply with the
following negative covenants unless the prior written consent of Lender shall be
obtained, so long as Borrower may borrow under this Agreement or so long as any
indebtedness remains outstanding under the Loan Documents. In addition, the Bank
covenants and agrees to the following as such provisions apply to the Bank:

         6.1 Indebtedness. Neither Borrower nor the Bank shall create, incur,
assume or suffer to exist, contingently or otherwise, any indebtedness, except
for the following indebtedness:

                                       10

<PAGE>

                  (a)      The indebtedness of Borrower under the Loan;

                  (b)      Indebtedness owed by the Borrower to the Bank or any
                           other Subsidiary or any Subsidiary to the Borrower;
                           and

                  (c)      Debt for operating expenses or otherwise incurred by
                           the Bank or any other Subsidiary in the ordinary
                           course of business.

                  (d)      Indebtedness as set forth in EXHIBIT G.

         6.2 Merger, Dissolution, Acquisition of Assets. Enter into, or permit
the Bank or any other Subsidiary other than Bank of Mason or BankTennessee to
enter into, any transaction of merger or consolidation, or any reorganization,
reclassification of stock, readjustment or change in capital structure; or
acquire, or permit any Subsidiary to acquire, all of the stock, or other
ownership interest, property or assets of any other person, corporation,
partnership or other entity; provided, however, that any subsidiary of the
Borrower may merge with any other subsidiary of the Borrower and any subsidiary
of the Borrower may merge or wind up into the Borrower or any other subsidiary.

         6.3 Sale of Stock, Merger, or Asset Disposition.

                  (a) Sell, transfer, pledge, assign, or otherwise dispose of,
or otherwise encumber, any of the Borrower's stock of the Bank nor permit the
Bank or any other Subsidiary to issue additional shares of stock or rights,
options or securities convertible into capital stock of the Bank.

                  (b) The Borrower will not, nor will it permit any of its
Subsidiaries to, make any Asset Disposition except in the ordinary course of
business or to the Borrower or any subsidiary thereof.

         For purposes of this Agreement, "Asset Disposition" means the
disposition (including the sale, lease or transfer) of any material amount or
all of the assets (including without limitation the Capital Stock of the Bank or
any other Subsidiary) of the Borrower or any of its Subsidiaries whether by
sale, lease, transfer or otherwise; provided , however that it shall not include
the disposition by the Borrower of its Bank of Mason or BankTennessee subsidiary

         6.4 Dividends, Redemptions and Other Payments. Declare or pay any
dividends on the stock of Borrower or redeem any stock of Borrower other than in
connection with its disposition of BankTennesssee if an Event of Default has
occurred and is continuing under this Agreement or allow the payment of such a
dividend that would create an Event of Default. The payment of any dividend or
the redemption of any stock not otherwise prohibited shall in all respects
comply with the rules and regulations of the Federal Reserve Board.

         6.5 Capital Expenditures. Make or become committed to make, or permit
any Subsidiary to make or to become committed to make, directly or indirectly,
during any calendar year, capital expenditures which for Borrower and the
Subsidiary exceed amounts deemed acceptable to applicable regulatory
authorities.

         6.6 Relocation. Cause or permit Borrower or any Subsidiary to relocate
their principal office, principal banking office, principal registered office or
approved charter location without the written consent of Lender which consent
shall not be unreasonably withheld, conditioned or delayed.

         6.7 Transactions with Affiliates. The Borrower will not, nor will it
permit any of its Subsidiaries to, enter into or permit to exist any transaction
or series of transactions with any officer, director, shareholder, Subsidiary or
Affiliate of such person or entity other than (a) normal compensation and
reimbursement of expenses of officers and directors and (b) except as otherwise
specifically limited in

                                       11

<PAGE>

this Agreement, other transactions which satisfy the applicable requirements
under Section 23A of the Federal Reserve Act, 12 USC ss.371c and Section 23B of
the Federal Reserve Act, 12 USC ss.371c-1 or lending transactions satisfying
Regulation O of the Board of Governors of the Federal Reserve Board. For
purposes of this Agreement, the term affiliates shall have the same meaning as
set forth in applicable bank regulations.

         6.8 No Defaults. Borrower shall not permit or suffer the occurrence of
any event nor allow any Affiliate to knowingly permit or suffer the occurrence
of any event which constitutes an event of default under any indenture or loan
agreement or otherwise with respect to any indebtedness of the Borrower, the
Bank, or any other Subsidiary.

7. DEFAULT AND REMEDIES.

         7.1 Events of Default. Any one or more of the following events shall
constitute a default ("Event of Default") under the terms of this Agreement and
the other Loan Documents:

                  (a) Default in the payment when due and payable any payment of
the principal or interest on the Note or any other fees or payments due under
the Note, this Agreement or other Loan Documents.

                  (b) Default in compliance with or in the performance or
observance of any term, covenant, obligation, condition, or agreement in this
Agreement or any other Loan Document other than a payment in section 7.1(a) so
long as such default or breach shall remain uncured for a period of thirty (30)
days following written notice thereof to Borrower from Lender.

                  (c) If any representation, warranty or any other statement
made or deemed to be made by the Borrower herein, in any other Loan Document, or
in any writing, certificate, or report or statement at any time furnished to
Lender pursuant to or in connection with this Agreement shall be false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

                  (d) Borrower, the Bank or any other Subsidiary shall fail to
pay when due and before the expiration of any grace period, any debt for
borrowed money which it is primarily obligated to pay as borrower, or in any
other capacity, whether such debt shall have become due because of acceleration
of maturity or otherwise, other than debt created by this Agreement.

                  (e) An event occurs which constitutes an event of default as
defined in the Note or any other Loan Document; or an event occurs which
constitutes an event of default (following the expiration of applicable grace,
notice or cure periods) under any present or future loan agreement between
Lender and Borrower for any other loan.

                  (f) If Borrower shall fail to maintain an annualized return on
total average assets of at least .30% for year 2004; .50% for year 2005 and .65%
thereafter for all financial reports required by regulatory authorities. For
purposes of this section "total average assets" shall be deemed to mean the
year-to-date average of total assets of the Bank.

                  (g) The Borrower, the Bank, or any other Subsidiary shall

                           (i)      be unable or admits in writing its inability
                                    to pay its debts as they become due; or

                           (ii)     file a petition in bankruptcy or for
                                    reorganization or for the adoption of an
                                    arrangement under the Bankruptcy Act as now
                                    or in the future amended, or

                                       12

<PAGE>

                                    file a pleading asking such relief, or have
                                    or suffer to be filed an involuntary
                                    petition in bankruptcy against it which is
                                    not contested and discharged within sixty
                                    (60) days; or

                           (iii)    make an assignment for the benefit of
                                    creditors generally; or

                           (iv)     consent to the appointment of a trustee,
                                    custodian, or receiver for all or a major
                                    portion of its property; or

                           (v)      be adjudicated a bankrupt or insolvent under
                                    any federal or state law; or

                           (vi)     suffer the entry of a court order under any
                                    federal or state law appointing a receiver,
                                    custodian, or trustee for all or a major
                                    part of its property or ordering the winding
                                    up or liquidation of its affairs, or
                                    approving a petition filed against it under
                                    the Bankruptcy Act, as now or in the future
                                    amended; or

                           (vii)    suffer the entry of a final judgment for the
                                    payment of money in excess of $2,500,000 and
                                    the same shall not be discharged or
                                    provision made for its discharge within 45
                                    days from the date of entry thereof or an
                                    appeal or other appropriate proceeding for
                                    review thereof shall not be taken within
                                    said period and a stay of execution pending
                                    such appeal shall not be obtained; or

                           (viii)   suffer a writ or warrant of attachment or
                                    any similar process to be issued by any
                                    court against all or any substantial portion
                                    of its property.

                  (h) The issuance of any letter agreement, memorandum of
understanding, cease and desist order, injunction, directive, or restraining
order or notice of changes under 12 USC ss.1818 against the Borrower, the Bank
or other Subsidiaries or the Borrower's, the Bank's or the other Subsidiaries'
directors, whether temporary or permanent, by or at the request of any bank
regulatory agency; or

                  (i) The failure of the Borrower, the Bank, or any other
Subsidiary, or the Borrower's, the Bank's, or any other Subsidiary's directors
to comply in all material respects with the terms of any memorandum of
understanding or letter agreement with any bank regulatory agency, including but
not limited to any applicable state bank regulatory agency, Federal Deposit
Insurance Corporation, the Office of the Comptroller of the Currency, the Office
of Thrift Supervision, and the Board of Governors of the Federal Reserve System
and such failure has not been fully corrected within thirty (30) business days
of the Borrower's or the Bank's awareness of its failure to comply.

         7.2 Cure Provisions. In any Event of Default, other than a default in
payment, is curable and if Borrower has not been given a notice of a breach in
the same provision of the Note within the preceding twelve (12) months, it may
be cured if Borrower, after receiving written notice from Lender demanding cure
of such default: (1) cures the default within thirty (30) days; or (2) if the
cure requires more than thirty (30) days, immediately initiates steps which
Lender deems in Lender's reasonable discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and necessary
steps sufficient to result in compliance as soon as reasonably practical.

         7.3 Remedies on Default. Upon the occurrence of an Event of Default,
Lender may (i) terminate all obligations of Lender to Borrower, the Bank, or any
other Subsidiary including, without limitation, all obligations to lend money to
Borrower under this Agreement, (ii) declare the Note immediately due and
payable, without presentment, demand, protest, notice of intent to accelerate
and notice of acceleration of the maturity date of this Note, or any other
notice of any kind, all of which are expressly waived, (iii) declare immediately
due and payable from Borrower the expenses set forth in Section 8.14 hereof, and
(iv) pursue any remedy available to it under this Agreement, the Note, the
Pledge Agreement or any other Loan

                                       13

<PAGE>

Document, or available at law or in equity, concurrently or subsequently, in
such order as the Lender may elect, all of which remedies shall be cumulative.

         7.4 Liens; Setoff by Lender. Borrower and the Bank hereby grants to
Lender a continuing lien for all indebtedness of Borrower, the Bank, or the
other Subsidiaries to Lender upon any and all of its monies, securities and
other property and the proceeds thereof, now or hereafter held or received by or
in transit to Lender from or for Borrower, the Bank, or the other Subsidiaries,
and also upon any and all deposits (general or special, matured or unmatured)
and credits of Borrower, the Bank, or the other Subsidiaries against Lender at
any time existing. Upon the occurrence of any Event of Default as specified
above, Lender is hereby authorized at any time and from time to time, without
notice to Borrower, the Bank, or the other Subsidiaries, to set off,
appropriate, and apply any and all items hereinabove referred to against any or
all indebtedness of Borrower, the Bank, or the other Subsidiaries to Lender,
whether under this Agreement, or otherwise, whether now existing or hereafter
arising. Lender shall give written notice to Borrower of such setoff
appropriation or application after such setoff, appropriation or application
occurs.

8. MISCELLANEOUS.

         8.1 No Waiver. No delay or failure on the part of Lender or on the part
of any holder of the Note in the exercise of any right, power or privilege
granted under this Agreement, or under any other Loan Document, or available at
law or in equity, shall impair any such right, power or privilege or be
construed as a waiver of any Event of Default or any acquiescence therein. No
single or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege. No waiver shall be valid
against Lender unless made in writing and signed by Lender, and then only to the
extent expressly specified therein.

         8.2 Notices. All notices and communications provided for hereunder
shall be in writing, delivered by hand or sent by first-class, registered or
certified mail, postage prepaid, or express courier to the following addresses:

                                       14

<PAGE>

                  (1) If to Lender:   First Tennessee Bank National Association
                                      845 Crossover Lane, Suite 150
                                      Memphis, Tennessee 38117
                                      Attention: Financial Institutions Division

                  (2) If to Borrower: Civitas BankGroup, Inc.
                                      4 Corporate Centre
                                      810 Crescent Centre Drive
                                      Suite 320
                                      Franklin, Tennessee 37067
                                      Attention: Richard Herrington

Any party hereto may change its address for notice purposes by notice to the
other parties in the manner provided herein. Notice shall be deemed given when
hand delivered or first class, certified or registered mail, postage prepaid, or
when delivered by express courier.

         8.3 Governing Law. This Agreement and all other Loan Documents shall be
governed by and interpreted in accordance with the laws of the State of
Tennessee except with respect to interest which shall be governed by and
construed in accordance with applicable Federal laws in effect from time to
time.

         8.4 Survival of Representations and Warranties. All representations,
warranties and covenants contained herein or made by or furnished on behalf of
Borrower, the Bank, or the other Subsidiaries in connection herewith shall
survive the execution and delivery of this Agreement and all other Loan
Documents and the extension or funding of the loan hereunder.

         8.5 Descriptive Headings. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

         8.6 Severability. If any part of any provision contained in this
Agreement or in any other Loan Document shall be invalid or unenforceable under
applicable law, said part shall be ineffective to the extent of such invalidity
only, without in any way affecting the remaining parts of said provision or the
remaining provisions.

         8.7 Time is of the Essence. Time is of the essence in interpreting and
performing this Agreement and all other Loan Documents.

         8.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.

         8.9 Payment of Costs. Borrower shall pay, promptly upon demand by
Lender, all reasonable costs, expenses, taxes and fees incurred by Lender in
connection with the preparation, execution and delivery of this Agreement and
all other Loan Documents and the recording and filing and rerecording and
refiling thereof, including, without limitation, the reasonable costs and
professional fees of counsel for Lender, any and all transfer, mortgage or other
taxes and all recording costs that may be payable. In the future, Borrower shall
pay promptly following written demand by the Lender, all such costs and expenses
determined to be payable, in connection therewith.

         8.10 Successors and Assigns. This Agreement shall bind and inure to the
benefit of Borrower and Lender, and their respective successors and assigns;
provided, however, Borrower, the Bank, and the other Subsidiaries shall not have
any right to assign their rights or obligations hereunder to any person.
Notwithstanding anything in this Agreement to the contrary, Lender shall have
the right, but shall not be obligated, to sell participation in the loan made
pursuant hereto to other banks, financial institutions and investors; provided,
however, that such sales shall not require the Borrower, without its written
consent, to file a registration statement with the Securities and Exchange
Commission or apply to or qualify the loan or the note under the blue sky laws
of any state.

                                       15

<PAGE>

         8.11 Amendments; No Implied Waiver. This Agreement may be amended or
modified, and Borrower, the bank, and the other Subsidiaries may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if Borrower shall obtain the prior written consent of Lender to that
specific amendment, modification, action or omission to act, and no course of
dealing between Borrower, the Bank, or the other Subsidiaries and Lender shall
operate as a waiver of any right, power or privilege granted to Lender under
this Agreement or under any other Loan Document, or available to Lender at law
or in equity.

         8.12 Rights Cumulative. All rights, powers and privileges granted
hereunder shall be cumulative to and shall not be exclusive of any other rights,
powers and privileges granted by any other Loan Document or available at law or
in equity.

         8.13 Indemnity. Borrower, the Bank, and the other Subsidiaries agree to
protect, indemnify and save harmless Lender, and all directors, officers,
employees and agents of Lender, from and against any and all (i) claims, demands
and causes of action of any nature whatsoever brought by any Person not a party
to this Agreement and arising from or related or incident to this Agreement or
any other Loan Document, including, without limitation, any liability under
federal or state securities laws arising out of Lender's disposition of all or
part of the Collateral, (ii) reasonable costs and expenses incident to the
defense of such claims, demands and causes of action, including, without
limitation, reasonable attorneys' fees, and (iii) liabilities, judgments,
settlements, penalties and assessments arising from such claims, demands and
causes of action; provided, however, that Borrower, the Bank, and the other
Subsidiaries do not agree to indemnify Lender or any of its directors, officers,
employees or agents against their own willful misconduct or gross negligence.
The indemnity contained in this section shall survive the termination of this
Agreement.

         8.14 Expenses. Borrower agrees to promptly reimburse Lender for (i) all
reasonable costs and expenses of collection of the Note, including reasonable
attorneys' fees, and (ii) all reasonable expenses incurred by Lender in acting
on behalf of Borrower, the Bank or the other Subsidiaries in accordance with the
terms of this Agreement or to maintain or preserve the value of the Collateral,
or Lender's interest therein pursuant to the Pledge Agreement, or any other Loan
Document. Such sums shall include interest at the maximum rate allowed by law
accruing from the date Lender requests such reimbursement.

         8.15 Usury. It is the intent of the parties hereto not to violate any
federal or state law, rule or regulation pertaining either to usury or to the
contracting for or charging or collecting of interest, and Borrower, the Bank,
and the other Subsidiaries, and Lender agree that, should any provision of this
Agreement, or of the Note, or of any other Loan Document or any act performed
hereunder or thereunder, violate any such law, rule or regulation, then the
excess of interest contracted for or charged or collected over the maximum
lawful rate of interest shall be applied to the outstanding principal
indebtedness due to Lender by Borrower under this Agreement, and if the
principal indebtedness has been paid in full, any remaining excess shall
forthwith be paid to Borrower.

         8.16 Jurisdiction and Venue. Borrower, the Bank, and the other
Subsidiaries, and Lender agree, without power of revocation, that any civil suit
or action brought against them as a result of , or which relates to, any of
their obligations under this Agreement or under any other Loan Document may be
brought against them, jointly or singly, in the United States District Court for
the Western District of Tennessee and Borrower, the Bank, the other
Subsidiaries, and Lender irrevocably submit to the jurisdiction of such court
and irrevocably waive, to the fullest extent permitted by law, any objections
that they may now or hereafter have to the laying of the venue of such civil
suit or action and any claim that such civil suit or action has been brought in
an inconvenient forum.

         8.17 Construction. Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a

                                       16

<PAGE>

document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that Borrower, Lender and
their respective agents have participated in the preparation hereof.

         8.18 Holidays. In any case where the date for any action required to be
performed under this Agreement or under any other Loan Document shall be, in the
city where the performance is to be made, a Saturday, a Sunday, a legal holiday
or a day on which banking institutions are authorized by law to close, then such
performance may be made on the next succeeding business day not a Saturday, a
Sunday, a legal holiday or a day on which banking institutions are authorized by
law to close.

         8.19 Entire Agreement. This Agreement and the other Loan Documents
executed and delivered contemporaneously herewith, together with the exhibits
attached hereto and thereto, constitute the entire understanding of the parties
with respect to the subject matter hereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect thereto are
expressly superseded hereby. The execution of this Agreement and the other Loan
Documents by Borrower, the Bank, and the other Subsidiaries was not based upon
any facts or materials provided by Lender, nor was Borrower, the Bank, and the
other Subsidiaries induced to execute this Agreement or any other Loan Document
by any representation, statement or analysis made by Lender. In the event that
the provisions of this Loan Agreement shall conflict with provisions of any of
the other Loan Documents, the provisions of this Agreement shall control.

                  This written Loan Agreement represents the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.

         8.20 Consent. Borrower, the Bank, and the other Subsidiaries hereby
represent and warrant that to the best of Borrower's knowledge there is no
consent from any lender or creditor needed to prevent Borrower, the Bank, or the
other Subsidiaries from being in default by Borrower executing the Note or
Borrower, the Bank, and the other Subsidiaries executing, this Loan Agreement or
any other loan document associated with this Loan.

         8.21 Waiver Of Right To Trial By Jury. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         8.22 Bank Joined As Party. The undersigned Bank is joining this
Agreement as a party hereto and hereby confirms the Bank's obligations hereunder
and the agreements, covenants, representations, and warranties of the Bank. The
Borrower and the Bank are executing this Agreement on behalf of the other
Subsidiaries as to the other Subsidiary's obligations hereunder and the
agreements, covenants, representations, and warranties of the other
Subsidiaries.

         8.23 No Inference of Extension Past Maturity Date. Notwithstanding any
other provision herein, the terms, conditions, and requirements provided for
herein that would, by their express terms, be applicable to time periods after
the Maturity Date of the Note, are not to be interpreted as an inference that
the Lender

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<PAGE>

has agreed to any extension, automatic or otherwise, to the extension of the
Maturity Date. The Lender has not agreed and is under no obligation to extend
the Maturity Date of the Note.

         WITNESS the hand and seal of the parties hereto through their duly
authorized officers as of the date first above written.

LENDER:                                              BORROWER:

FIRST TENNESSEE BANK NATIONAL           CIVITAS BANGROUP, INC.
ASSOCIATION

By: /s/ Steve Shelton                   By: /s/ Richard Herrington
Printed Name: Steve Shelton             Printed Name: Richard Herrington
Title: ______________________________   Title: President

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