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                              FIRST AMENDMENT TO
                 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT



     This FIRST AMENDMENT (the "Amendment") to the Amended and Restated Stock
Purchase Agreement (the "Agreement"), dated as of December 19, 1996, by and
between NET.B@NK, INC. (the "Company") and PREMIER BANCSHARES, INC. (formerly
known as First Alliance/Premier Bancshares, Inc., "Bancshares") is entered into
and made effective as of February 25, 1997.  Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to them in the Agreement.

     WHEREAS, the parties hereto desire to amend the Agreement for the purpose
of extending the termination date and modifying the amount of consideration the
Company will pay to Bancshares.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Bancshares agree to amend the Agreement
as follows:

     1.  Section 2.2 of the Agreement is hereby amended by deleting the existing
Section 2.2 thereof in its entirety and substituting in lieu thereof the
following new Section 2.2:

          2.2  PURCHASE PRICE.  In full consideration for the purchase by the
     Company of the Common Stock, the Company shall on the Effective Date (i)
     pay to Bancshares an amount in cash equal to the sum of the Bank's
     unimpaired capital at closing, and (ii) transfer to Bancshares 1,250 shares
     of the common stock of the Company (the "Company Common Stock") valued at
     $115.00 per share, which is the "agreed-upon" value of shares issued to
     certain of the Company's investors by the Company and is equal to not less
     than one and one-half percent (1.50%) of the Company Common Stock issued
     and outstanding as of February 25, 1997.  For the purpose of this
     Agreement, the term "unimpaired capital" shall mean the sum of the Bank's
     paid in capital, capital surplus, retained earnings, and allocation for
     loan and lease losses with respect to any loans and leases, immediately
     following consummation of the Purchase and Assumption Transaction.

          2.   Section 3.2 of the Agreement is hereby amended to extend the
expiration of the permissible Effective Date to May 31, 1997.

          3.   Section 9.12 of the Agreement is hereby amended to increase the
number of shares referenced in the subscription agreement required of Bancshares
to 1,250 shares of the Company Common Stock.

          4.   Section 10.1(b) of the Agreement is hereby amended to extend the
termination date of the Agreement to May 31, 1997.
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          5.  Section 11.1 is hereby amended to provide at the end of Section
11.1 an additional sentence which provides as follows:  "Notwithstanding
anything contained herein to the contrary, the Company shall pay to Bancshares
an amount in cash equal to $150,000.00 for the purpose of reimbursing Bancshares
for its expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement, $30,000.00 of which shall be non-
refundable and due and payable upon execution hereof and the remaining
$120,000.00 shall be due and payable on the Effective Date."

          6.   Except as hereinabove amended, the Agreement shall remain
otherwise in full force and effect.

          7.   This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.


          IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers hereunto duly authorized all as of the day and year first
above written.


                              NET.B@NK, INC.

Attest:
                              By:_______________________________________
                                    D. R. Grimes, Chief Executive Officer
______________________________
Secretary

     [CORPORATE SEAL]


                              PREMIER BANCSHARES, INC.

Attest:
                              By:_______________________________________
                                 Darrell D. Pittard, Chairman of the Board and
______________________________      Chief Executive Officer
Secretary

     [CORPORATE SEAL]



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