LOAN AGREEMENT

     THIS  LOAN  AGREEMENT,  dated as of June  13,  2002 is by and  between  THE
BANKERS  BANK,  a  Georgia  banking  corporation  (herein,   together  with  its
successors and assigns,  "Lender") and FLORIDA COMMUNITY BANKS,  INC., a Florida
corporation  which is a registered "bank holding company" under the Bank Holding
Company Act of 1956, as amended (the "Borrower").

                                    PREAMBLE

     Borrower has requested a line of credit from Lender on a revolving basis in
the maximum aggregate amount of $5,000,000.00 and Lender has agreed to make such
line of credit available to the Borrower upon the terms and conditions set forth
herein.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises, the mutual obligations of
the parties as contained herein, and for other good and valuable  consideration,
the receipt  and  sufficiency  of which are hereby  acknowledged,  Borrower  and
Lender, intending to be legally bound hereby, agree as follows:

                                        I

                               THE REVOLVING LOANS

     Section 1.01 Revolving Loans.  Lender shall,  upon the terms and subject to
the conditions  herein set forth,  during the period from the earlier of (i) the
date  hereof  and  (ii) the date on which  all of the  conditions  set  forth in
Section 4.01 shall have been satisfied (the "Closing Date"), up to but excluding
June 8, 2003 (such date,  as the same may be extended from time to time pursuant
to Section 1.04 hereof,  referred to herein as the  "Revolving  Credit  Maturity
Date")  make  revolving  loans (each a  "Revolving  Loan" and  collectively  the
"Revolving  Loans") to the Borrower in an aggregate  principal amount at any one
time  outstanding  up to, but not  exceeding,  FIVE  MILLION AND NO/100  DOLLARS
($5,000,000.00)  (such  amount,  as the same may be  reduced  from  time to time
pursuant  to  Section  1.05  hereof,  referred  to herein as the  "Commitment").
Subject to the conditions  herein set forth,  during the period from the Closing
Date up to but excluding the Revolving  Credit  Maturity  Date, the Borrower may
borrow, repay and reborrow Revolving Loans hereunder.

     Section 1.02 Use of Proceeds.  The proceeds of the Revolving Loans shall be
used for general corporate purposes.

     Section  1.03 Note.  The  Revolving  Loans shall be  evidenced  by a single
promissory note (the "Note") prepared by Lender's counsel, in form and substance
acceptable to Lender, payable to the order of Lender,  executed by the Borrower,
in the original  principal  amount of  $5,000,000.00,  bearing interest from the
date funds are advanced at the rate specified,  and being  otherwise  payable as
set forth therein.

ATL01/11209216v6

<PAGE>

     Section 1.04 Extension of Revolving  Credit  Maturity Date. This Agreement,
the Note, the credit facility evidenced hereby and thereby and each of the other
Loan Documents shall  automatically  renew on the Revolving Credit Maturity Date
for an additional 360-day period unless and until the Lender sends notice to the
Borrower of its election to terminate this Agreement.

     Section 1.05 Reduction of  Commitment/  Mandatory  Prepayment.  Lender will
make a reduction in the then existing Commitment, if required by any third party
lender in connection  with any additional  indebtedness  incurred by Borrower in
accordance  with Section 5.10 hereof by delivering  to Lender a written  request
for such  reduction.  If  after  giving  effect  to any  such  reduction  in the
Commitment,  the  aggregate  principal  amount of  outstanding  Revolving  Loans
exceeds the  Commitment,  the Borrower shall  immediately  pay to the Lender the
amount of such excess.

                                       II

                                    SECURITY

     Section 2.01 Pledge of Stock. As security for the Revolving Loans, Borrower
shall and does hereby make a first and valid  pledge of 51% of the voting  stock
in Florida Community Bank, a Florida state banking  corporation ("FCB") owned by
Borrower, whether now owned or hereafter acquired by Borrower (collectively, the
"FCB Stock"),  including without  limitation,  not less than 1,327,507 shares of
FCB Stock,  constituting not less than 51% of the issued and outstanding capital
stock of FCB.  Lender shall have no obligation  to disburse any funds  hereunder
until Borrower  delivers  certificates  representing the FCB Stock,  which shall
properly  represent  Borrower's   unencumbered,   unrestricted  and  unqualified
ownership  of 51% of the  issued  and  outstanding  shares  of FCB  Stock,  duly
endorsed in blank (or  accompanied  by separate  duly  executed  stock  transfer
documents) and  accompanied  by a separate  stock pledge  agreement (the "Pledge
Agreement").  Such  shares of FCB  Stock,  now or  hereafter  held by  Borrower,
together with all  substitutions  therefor,  additions thereto or liquidating or
stock  dividends  thereon,  and  splits  thereof,  are  pledged  hereby  and are
collectively referred to herein as the "Shares".

     Section 2.02 Rights With Respect to Stock.  In addition to the rights which
may be contained in the Pledge  Agreement,  upon the  occurrence  of an Event of
Default, Lender may, at any time:

          (i)  Exercise  all  rights  of  a  stockholder,   including,   without
     limitation, registration of the Shares in its name, possession and exercise
     of the full and absolute right to vote the Shares,  or any portion of them,
     at any  regular  or  special  stockholders'  meeting  and to call  any such
     stockholders'  meeting.  Borrower  hereby  grants to Lender an  irrevocable
     proxy coupled with an interest with respect to the Shares.  Borrower  shall
     execute and deliver to Lender  separate  irrevocable  proxies in respect of
     the Shares,  in such form and  containing  such terms as are  acceptable to
     Lender (the "Irrevocable Proxies").


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<PAGE>

          (ii) Sell the  Shares,  or any portion  thereof,  at public or private
     sale, after ten (10) days' prior written notice to Borrower,  at such price
     as Lender may deem proper, and apply the net proceeds first to all expenses
     (including,   without  limitation,   reasonable  attorneys'  fees)  or  the
     enforcement of the rights of Lender in connection with this Loan Agreement,
     the Pledge  Agreement,  the Note,  or any related Loan  Documents,  then to
     accrued interest, and then to principal.


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<PAGE>


                                       III

                         REPRESENTATIONS AND WARRANTIES

     In making the Revolving Loans pursuant to this Agreement, Lender is relying
upon the following  representations and warranties by Borrower, all of which are
made as of the date hereof, and shall survive the closing of this Agreement (the
"Closing"):

     Section 3.01 Organization, Power, Authority and Binding Effect. Borrower is
a Florida  corporation which is duly organized,  validly  existing,  and in good
standing in the State of Florida and all other  jurisdictions  where required to
qualify to do business, and has all necessary licenses, permits and governmental
approvals necessary for the present and proposed conduct of its business. FCB is
a Florida state banking  corporation  which is duly organized,  validly existing
and in good  standing  in the  State  of  Florida  and all  jurisdictions  where
required to qualify to do business, and has all necessary licenses,  permits and
governmental  approvals  necessary  for the present and proposed  conduct of its
business.  The Borrower and FCB have all necessary corporate power and authority
to execute and deliver this  Agreement,  the Note, the Pledge  Agreement and the
other Loan  Documents,  to pledge  the  Shares,  and to  perform  under all Loan
Documents.  All corporate  action necessary to authorize  Borrower's  execution,
delivery,  and  performance  under all Loan  Documents has been duly and validly
authorized,  and such  authorization  remains  in full  force and  effect.  Upon
execution and delivery hereof and thereof,  this Loan  Agreement,  the Note, the
Pledge  Agreement and all other Loan Documents will constitute valid and binding
obligations  of  Borrower  and the FCB,  enforceable  in  accordance  with their
respective  terms,  and the Note will be entitled  to the  benefits of this Loan
Agreement, the Pledge Agreement, and all other Loan Documents.

     Section 3.02 FCB's and Borrower's Capitalization. FCB and Borrower have the
respective capital structures set forth below:

          (a) FCB. FCB has 3,000,000 shares of common stock authorized, of which
     2,602,764 shares are duly and validly issued,  outstanding,  fully-paid and
     nonassessable.  FCB has no other authorized,  issued or outstanding common,
     preferred or other capital  stock.  Neither FCB nor any shares of FCB Stock
     are registered pursuant to Sections 12 or 15 of the Securities Exchange Act
     of 1934 (the "Exchange Act").

          (b) Borrower.  Borrower has  10,000,000  shares of  authorized  common
     stock  ("Borrower  Stock" or "Borrower  Common Stock"),  of which 2,602,764
     shares are  outstanding  and are duly and validly  issued,  fully-paid  and
     non-assessable  and no shares are  treasury  stock.  Borrower  has no other
     authorized,  issued or outstanding  common or preferred stock,  debentures,
     bonded  indebtedness,  or other  securities  or evidences of  indebtedness,
     except the senior secured indebtedness to Lender incurred hereunder and the
     $10,310,000 junior  subordinated debt securities to be incurred by Borrower
     in connection with the related capital securities offering  contemplated by
     the Placement Agreement between Borrower and Lender.  Borrower has no other
     Indebtedness  (as hereinafter  defined),  obligations or


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<PAGE>

     liabilities  to any person or entity  except as is set forth in  Borrower's
     financial statements delivered to Lender at or prior to the Closing.

    Section 3.03 No Violations.  Neither  Borrower nor FCB is in default and no
event has occurred which, but for the giving of notice or the passage of time or
both,  under  any  Indebtedness  (as  hereinafter  defined),  or under any other
agreement or  instrument to which the Borrower or FCB is a party or by which the
Borrower or FCB is or may be bound or subject,  which  could  materially  affect
this Loan Agreement,  the Revolving  Loans made hereunder,  the Note, the Pledge
Agreement,  the  value  of the  Shares,  or the  financial  condition,  earnings
capacity or prospects of the Borrower or FCB. Neither the execution and delivery
of this Loan Agreement,  the Pledge Agreement, and the Note, nor compliance with
the  terms  and  provisions  hereof  and  thereof,  nor the  performance  of the
transactions  herein or therein  contemplated will: (i) violate any provision of
law or of any applicable statute,  regulation,  rule, order, writ, injunction or
decree  of  any  court  or  governmental  authority;  or  (ii)  conflict  or  be
inconsistent  with,  or result in any breach  of,  any of the terms,  covenants,
conditions or provisions  of, or constitute a default under,  any  indebtedness,
obligation,  agreement, or instrument to which Borrower or FCB is a party, or by
which  Borrower  or FCB is or may be  subject or bound,  or (iii)  result in the
creation  or  imposition  of (or the  obligation  to create or impose) any lien,
charge, security interest or encumbrance upon any of the properties or assets of
the Borrower or FCB except as herein provided in favor of Lender.

     Section  3.04  Financials.  All  financial  statements  of FCB and Borrower
supplied to Lender  correctly and fairly set forth in accordance  with generally
accepted accounting  principles ("GAAP")  consistently  applied,  the results of
operations for such periods and the financial  conditions of FCB and Borrower at
such dates, and there have been no material adjustments made or proposed to such
statements or material  adverse  changes in the financial  condition,  business,
properties, prospects, operations, or earnings capacity of FCB or Borrower.

     Section  3.05  Litigation,  Proceedings,  etc.  Except as is  disclosed  in
Exhibit "A", there are no actions, suits, claims,  proceedings or investigations
pending or, to the knowledge of the Borrower,  threatened or in prospect  before
any court,  agency or other  tribunal,  or  governmental  authority  against the
Borrower or FCB which,  if  adversely  determined,  would result in any material
adverse  change in the business,  properties,  prospects,  financial  condition,
earnings,  results of  operations,  or earnings  capacity of Borrower or FCB, or
which  question  the  validity  of the  Revolving  Loans,  the Note,  the Pledge
Agreement,  this Loan Agreement or any related Loan  Document,  or any action or
instrument contemplated hereby or thereby. Neither Borrower nor FCB is currently
affected  by any  strike  or  other  labor  disturbance,  and none of them is in
default in any material respect under any material judgment,  order, injunction,
rule, ruling or regulation of any court or governmental  authority.  Neither FCB
nor  Borrower is subject to any  regulatory  cease and desist or other orders or
memoranda,  and based upon its latest  regulatory  examination,  neither of them
knows of, or has  reason to believe  that any  applicable  regulatory  agency is
contemplating any such action.

     Section 3.06  Regulation U. The Shares are not "margin stock" as defined in
Regulation U (12 CFR Part 221) of the Board of Governors of the Federal  Reserve
System,  and no part of the  proceeds  of the  Revolving  Loans  shall  be used,
directly or  indirectly,  for the purpose of  purchasing or carrying any "margin
stock" or for the purpose of reducing or  retiring  any


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<PAGE>

indebtedness which was originally  incurred to purchase such margin stock or for
any other purpose which might  constitute this  transaction as "purpose  credit"
within the meaning of said  Regulation  U.  Neither the  Borrower nor any agent,
employee, officer, director or shareholder acting on Borrower's behalf has taken
or shall take any action which might cause the transactions contemplated by this
Loan Agreement to violate said Regulation U.

     Section 3.07 Tax Returns and Payments.  The Borrower and FCB have filed all
tax  returns  and  reports  required  by law to be filed,  and all taxes,  fees,
assessments and other  governmental  charges (other than those presently payable
without  interest or penalty) upon  Borrower or FCB, or any of their  respective
properties  or  income  (collectively,  "Taxes"),  have  been  paid in full  and
reflected in their respective financial statements.

     Section 3.08 Guaranteed  Pension Plans.  All pension or employee benefit or
welfare plans maintained by Borrower or FCB (individually and collectively "Plan
Provider") to which the Plan Provider  contributes  and the benefits under which
are guaranteed in whole or in part by the Pension Benefit  Guaranty  Corporation
("PBGC"),  if any,  have been  funded in  compliance  with the  minimum  funding
standards of the Employee  Retirement  Income Security Act of 1974, as in effect
from time to time ("ERISA"),  and the Internal  Revenue Code of 1986, as amended
(the "IRC").  Herein all plans of the type  described in this Section are called
"Guaranteed Pension Plans".

     Section  3.09  Accuracy  and  Completeness.  All Loan  Documents  and other
information  and documents  submitted by Borrower  prior to Closing,  and at any
time thereafter,  shall constitute representations and warranties to Lender, and
no  representation or warranty contains or shall contain any untrue statement of
a material  fact or omits or shall omit to state a material  fact  necessary  to
make  such   representation   or  warranty  not   misleading  in  light  of  the
circumstances under which it was given.

     Section 3.10  Regulatory  Approvals.  All approvals of the Federal  Reserve
Board,  the Federal Deposit  Insurance  Corporation,  the Florida  Department of
Banking  and Finance  and all other  state and  federal  regulatory  authorities
required  to be  obtained  prior to the FCB's or  Borrower's  taking  any of the
actions,  or consummating any of the transactions  contemplated herein have been
obtained.

                                       IV

                                   CONDITIONS

     Section 4.01  Conditions  Precedent to Obligation to Make Revolving  Loans.
Lender's  obligations  to make the Revolving  Loans are subject to the following
conditions:

          (a) There shall be no Event of Default or  condition  or event  which,
     after notice or lapse of time or both,  would  constitute  such an Event of
     Default;

          (b) Lender shall have received from counsel to the Borrower  favorable
     opinions  dated as of the date of the  Closing  in  satisfactory  scope and
     form, as to all matters reasonably requested by Lender;


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ATL01/11209216v6
<PAGE>

          (c)  Delivery  to  Lender  of the  Shares,  the  Pledge  Agreement,  a
     duly-executed  Note and all other  documents  or  instruments  which Lender
     shall require in connection with making the Revolving Loans; and

          (d)  Fulfillment  of  all  terms,   representations,   warranties  and
     covenants hereof.



                                        V

                              AFFIRMATIVE COVENANTS

     Section  5.01 Stock  Rights,  etc.  Borrower  shall  exercise  all stock or
preemptive  rights  which become  available to Borrower by reason of  Borrower's
ownership  of the  Shares,  and  Borrower  shall  promptly  deliver to Lender as
further  security for the Revolving  Loans,  certificates  representing not less
than  51% (or such  lesser  percentage  as may be  required  as a result  of the
operation  of  Section  5.10  hereof)  of any  shares of FCB Stock  received  or
receivable  by Borrower  as a result of  Borrower's  ownership  of the Shares or
securities or evidences of indebtedness convertible or exchangeable into capital
stock  of  any  class  or  series  of  FCB  Stock   (collectively   "Convertible
Securities")  during  the  term of this  Agreement,  duly  endorsed  in blank or
accompanied  by separate duly executed  transfer  documents and such  additional
Pledge  Agreements,  stock  powers  and  Irrevocable  Proxies as Lender may deem
necessary.  Such shares  shall be  included  in the term  "Shares" as defined in
Section  2.01.  Borrower  shall ensure that Lender,  at all times,  shall have a
valid and binding pledge of not less than 51% (or such lesser  percentage as may
be required as a result of the  operation  of Section 5.10 hereof) of the voting
shares of FCB held by Borrower,  and in no event shall the Shares represent less
than  51% (or such  lesser  percentage  as may be  required  as a result  of the
operation of Section 5.10 hereof) of the issued and outstanding capital stock of
all classes and series of FCB.

     Section 5.02 Financial and Other Information. Borrower shall make available
to Lender financial information,  reports and documents concerning the financial
conditions and operations of Borrower and FCB as Lender may reasonably  request.
In addition to the  foregoing,  Borrower  shall provide to Lender the following:
(a)  quarterly   unaudited   financial   statements  of  the  Borrower  and  its
subsidiaries  prepared in accordance with GAAP consistently  applied (subject to
changes  resulting from normal year-end  adjustments),  within 30 days after the
end of each calendar  quarter;  (b) quarterly call reports of FCB, together with
the quarterly earnings reports and statements of condition of FCB within 30 days
after the close of each calendar  quarter;  (b) annual year-end call reports for
FCB within  forty-five  days after the close of such calendar  year;  (c) annual
audited  consolidated  financial  statements  of Borrower  and its  subsidiaries
prepared in accordance  with GAAP,  within 90 days of the close of each calendar
year, such annual audited  consolidated  financial statements to be certified by
an independent  certified  public  accountant  authorized to practice before the
Securities and Exchange Commission; (d) copies of all internal and external loan
reviews  of  Borrower  and FCB;  (e)  copies  of all  allowance  for  loan  loss
assessments  of FCB; (f) copies of all problem asset  summaries for Borrower and
FCB; and (g) all reports filed by the Borrower with the  Securities and Exchange
Commission including, without limitation, all 10-K and 10-Q reports.


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     Section  5.03  Continued  Existence,  Protection  of  Property,  Insurance.
Borrower  shall do or cause to be done all that is necessary (a) to preserve its
and  FCB's  respective  existences  and to keep in full  force  and  effect  all
applicable governmental permits,  licenses,  charters,  consents and franchises,
and to comply with all applicable laws; (b) to conduct and operate its and FCB's
businesses in a prudent and careful manner;  (c) to preserve and protect its and
FCB's  property;  (d) to timely,  accurately  and  completely  make and file all
reports and other filings to  applicable  governmental  authorities;  and (e) to
maintain  for  it  and  FCB  adequate  insurance  with  insurance  companies  of
recognized responsibility (i) insurance coverage to such extent and against such
risks, including fire, casualty and theft, as is customary with commercial banks
and bank holding companies,  (ii) necessary  workmen's  compensation  insurance,
(iii) employee and officer blanket or individual  bonds in amounts not less than
those  required  under  applicable  statute,  or  governmental  rule,  order  or
regulation,  but in no event  less than the  amount  of such  bonds  carried  by
commercial  banks of  comparable  size in FCB's  region,  and  (iv)  such  other
insurance or bonds as may be required by law or reasonably  requested in writing
by Lender.

     Section  5.04 Notice of Adverse  Events.  Borrower  shall  promptly  notify
Lender  of  the  filing  of  any  notice,  suit,  claim,  action  proceeding  or
investigation in or by any court or any other governmental authority in which an
adverse  decision could reasonably be expected to have a material adverse effect
upon the Borrower or FCB and shall  promptly  notify Lender of the occurrence of
any material adverse order, judgment, settlement, determination or other adverse
event. Borrower shall also promptly notify Lender of the occurrence of any other
event which could have a material  adverse effect upon it or FCB including,  but
not being limited to, any acquisition by any person of Borrower's  capital stock
of any class,  or  securities  or  evidences  of  indebtedness  exchangeable  or
convertible  into  such  capital  stock  amounting  to 5% or  more  of any  such
securities then issued and outstanding, or convertible into, or exchangeable for
five percent (5%) or more of any class of  Borrower's  capital  stock.  Borrower
shall also notify  Lender within 5 days of the  imposition  of, or entering into
by, with respect to Borrower,  FCB or any affiliate or subsidiary  thereof,  any
cease and desist order, memorandum of understanding, or other order or agreement
by or with any state or federal authority.

     Section 5.05 Notice of Changes in Management. Borrower shall, not less than
10 days prior to such  change,  give  Lender  written  notice of any  changes or
anticipated  changes in the membership of Borrower's or FCB's respective  boards
of directors, or of any officers of any level above vice president,  unless such
change is not known or  anticipated  by  Borrower  or FCB,  or their  respective
directors or officers, in advance of such change, in which case, notice shall be
given to Lender  immediately  upon  Borrower's or FCB's  becoming  aware of such
change or anticipated change.

     Section  5.06   Inspection  of  Properties  and  Books.   So  long  as  any
Indebtedness is owing to Lender, and to the extent inspection of such records is
not expressly prohibited by applicable law or regulation,  Lender shall have the
right, at such reasonable times and intervals as Lender may reasonably  request,
to visit and inspect Borrower and FCB to examine such entities' books of account
(and to make copies  thereof and  extracts  therefrom),  to discuss the affairs,
finances  and accounts of the Borrower and FCB, and to be advised as to the same
by their respective officers.


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<PAGE>

     Section  5.07  Funding of  Pension  Plans.  Borrower  and FCB will fund any
Guaranteed Pension Plan as required by applicable law and regulations, and shall
cause any of their  respective  Guaranteed  Pension  Plan(s) to pay all benefits
guaranteed by the PBGC when due.

     Section 5.08 Notice of Termination. The Borrower shall, and shall cause FCB
to deliver to Lender  prior to filing,  a copy of (a) any notice of a Guaranteed
Pension Plan termination sent by any of them to the PBGC under ERISA or the IRC,
or (b) any notice or report of, or demand for, any unfunded  deficiency or other
obligation to pay, sent or received by any of them under ERISA.

     Section  5.09  Additional  Pledge.  If at any time  during the term of this
Agreement  the tangible book value of the FCB Stock in which the Lender holds an
enforceable,  perfected, first-priority lien pursuant to the Pledge Agreement or
otherwise is less than 200% of the then existing Commitment,  the Borrower shall
promptly grant to the Lender an enforceable,  perfected,  first-priority Lien in
additional  FCB Stock  pursuant to the Pledge  Agreement  such that after giving
effect to such  additional  pledge,  the tangible book value of all FCB Stock in
which the Lender holds an enforceable,  perfected,  first-priority lien is equal
to or greater than 200% of the then existing Commitment.

     Section 5.10 Additional Secured  Indebtedness;  Right of First Refusal. (a)
If at any time during the term of this  Agreement the Borrower  intends to incur
additional secured indebtedness,  the Borrower shall deliver to Lender copies of
any bona fide  proposals  from third party  lenders  setting  forth the material
terms on which such third  party  lenders  are  willing to extend  such  secured
indebtedness  to the  Borrower.  Within 5  business  days of receipt of any such
proposal,  Lender shall provide notice to the Borrower indicating either (i) the
Lender is not willing to extend additional secured  indebtedness to the Borrower
(in which case, subject to the terms and provisions of this Agreement, including
but not limited to Section  6.14,  the Borrower may accept any such offer from a
third party lender) or (ii) the material terms on which the Lender is willing to
extend additional secured indebtedness to the Borrower. If the material terms on
which the Lender is willing to extend such  additional  secured  indebtedness to
the  Borrower  is equal to or better  than the  material  terms of any bona fide
proposals from third party lenders,  then the Borrower shall accept the Lender's
proposal to the exclusion of such third party lenders.

     (b) The incurrence by the Borrower of any additional  secured  indebtedness
with  a  third  party  lender  in  compliance  with  the  immediately  preceding
subsection  (a) shall be subject to the condition  precedent that the Lender and
any  such  third  party  lender(s)  shall  have  entered  into an  intercreditor
agreement in form and substance satisfactory to the Lender in all respects which
shall  provide,  among other  things,  that the Lender and such other  lender(s)
shall share in all  collateral  pro rata in  accordance  with all such  lenders'
(including the Lender's) respective financing commitments to the Borrower.

                                       VI

                               NEGATIVE COVENANTS

     Borrower  covenants  and agrees that from the date hereof and until payment
in full in cash of the  principal  of and  interest on the Note,  unless  Lender
shall  otherwise  consent in  writing,  it


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<PAGE>

will not  cause or  allow,  nor will it cause or  permit  FCB to cause or allow,
either directly or indirectly:

     Section 6.01 Tangible  Capital.  FCB's Tangible  Capital to be less than or
equal to  $29,000,000  plus 100% of the net cash  proceeds of any debt or equity
issuance  of  the  Borrower  (including,   without  limitation,  any  borrowings
hereunder  and the  proceeds of that certain  offering of floating  rate capital
securities  (the "Trust  Preferred  Offering")  consummated on or about the date
hereof)  and  invested in FCB.  For  purposes of this  Section  6.01,  "Tangible
Capital"  shall mean all capital or all  components  of capital,  other than any
allowance for loan and lease losses and net of any intangible assets, as defined
from time to time by the primary federal regulator of FCB.

     Section 6.02 Total Risk Based Capital  Ratio.  The Total Risk Based Capital
Ratio of FCB to be less than 10.0%.  For purposes of this Section  6.02,  "Total
Risk Based  Capital  Ratio"  shall mean the total  risk based  capital  ratio as
defined by the  capital  maintenance  regulations  of the primary  federal  bank
regulatory agency of FCB.

     Section 6.03 Tier 1 Capital  Ratio.  The ratio of Tier 1 Capital to average
risk-weighted  assets of FCB to be less than 6.0%, or such higher  percentage as
the primary  federal bank  regulatory  agency of FCB may determine  from time to
time as the minimum percentage in order to maintain well capitalized status. For
purposes of this  Section  6.03,  "Tier 1 Capital"  shall mean Tier 1 capital as
defined by the  capital  maintenance  regulations  of the primary  federal  bank
regulatory agency of FCB.

     Section 6.04  Allowance for Loan and Lease  Losses.  The allowance for loan
and  lease  losses  of FCB to be less  than  1.0% of  FCB's  gross  loans,  such
percentage  to be  calculated  based on the average  ratio for the previous four
quarters.

     Section  6.05  Transfer  of  Assets.  The sale,  lease,  transfer  or other
disposition of assets of Borrower or FCB other than sales or other  dispositions
of assets in the normal course of business.

     Section  6.06  Restrictions  on Dividends  of  Borrower.  The  declaration,
setting  aside,  or  payment of any  dividends  or  distributions  of any nature
(excluding stock dividends and stock splits) with respect to any class or series
of Borrower  capital  stock at any time during  which an Event of Default  shall
have occurred and be  continuing,  or at any time during which the  declaration,
setting  aside,  or payment of such  dividends  would create an Event of Default
hereunder.

     Section 6.07 Restrictions on Dividends of FCB. FCB to become subject to any
restrictions on the  declaration,  setting aside, or payment of dividends by FCB
or have the declaration, setting aside, or payment of such dividends subject, in
whole or in part, to any prior notice to, or approval of, any person, entity, or
governmental or regulatory  authority,  other than the  restrictions  applied to
banking institutions located in the State of Florida generally.


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     Section 6.08 Weighted Average Return on Assets.  The ratio of (x) FCB's net
income for the previous four calendar quarter period to (y) FCB's average assets
during such four calendar  quarter period to be less than 0.85% as of the end of
any calendar quarter.

     Section 6.09 Value of Pledged  Shares.  The tangible  book value of the FCB
Stock in which the Lender has a first-priority perfected security interest to be
less than  200% of the then  existing  Commitment  at any time  during  the term
hereof.

     Section 6.10 Acquisitions; Mergers; Reorganizations,  etc. Without Lender's
prior  written  consent,  which  consent  shall  not be  unreasonably  withheld,
Borrower,  FCB, or any  affiliate  or  subsidiary  of any of them to enter into,
perform  under,  or  consummate  any  merger,   consolidation,   reorganization,
conversion, exchange offer, asset acquisition, tender or takeover offer or other
acquisition,  reorganization or recapitalization  agreement,  understanding,  or
transaction,  or to purchase or assume all or  substantially  all of the assets,
liabilities or business of any other person,  corporation  or entity,  or create
any subsidiary or enter into any  partnership or joint venture,  except for such
temporary  acquisition of a non-banking  business by FCB as may result from loan
foreclosures and workouts of FCB's loans permitted expressly by applicable law.

     Section  6.11  Articles  of  Incorporation;   Bylaws;   Domicile;   Federal
Regulator.  Any change,  alteration,  amendment,  or repeal of any  provision of
Borrower's or FCB's  articles of  incorporation  (or other charter  document) or
by-laws,  as they  exist  on the  date  of  this  Agreement,  or any  change  of
Borrower's  or FCB's  jurisdiction  of  incorporation,  or any  change  in FCB's
primary federal regulator.

     Section 6.12 Liens. Except as otherwise contemplated herein, Borrower, FCB,
or any  subsidiary  or affiliate of any of them to  mortgage,  pledge,  grant or
permit to exist any  security  interest in or lien upon any of its assets of any
kind,  whether now owned or hereafter  acquired,  except that (i) FCB may pledge
government securities to secure government deposits and repurchase agreements to
the extent  required  by law,  (ii) FCB may enter into  operating  leases in the
ordinary  course of business;  (iii) FCB may grant  security  interests or liens
upon its assets in  connection  with Federal Home Loan Bank advances and federal
reserve  borrowings;  and (iv) FCB may grant security interests in or liens upon
its assets  not  covered  in  clauses  (i)  through  (iii)  above  which  secure
indebtedness in an aggregate amount not to exceed $500,000 at any time.

     Section 6.13 Subsidiaries. Without the prior written consent of the Lender,
which consent shall not be unreasonably withheld, the acquisition, organization,
operation or ownership,  directly or indirectly,  of any subsidiary or affiliate
of FCB, or of Borrower, other than FCB.

     Section 6.14  Indebtedness.  Without Lender's prior written consent,  which
consent shall not be unreasonably  withheld,  Borrower to create, incur, assume,
guarantee, agree to purchase or repurchase or provide funds, or otherwise become
or remain liable on any Indebtedness of any type whatsoever, except Indebtedness
to Lender  hereunder  and the guarantee of the Trust  Preferred  Offering by the
Borrower.  For  purposes of this Loan  Agreement,  "Indebtedness"  includes  all
indebtedness,  liabilities and obligations,  matured or unmatured, liquidated or
unliquidated,  direct or indirect, primary,  secondary,  absolute or contingent,
and whether  arising


                                       11
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<PAGE>

by  contract,   operation  of  law  or  otherwise,   including,  without  limit,
obligations to creditors  (including,  without limit, Lender) for borrowed money
or the  deferred  purchase  price of property or services,  and all  obligations
under  real  property  leases and under  leases of  personal  property  (whether
classified under GAAP as capital, operating or financing leases) of Borrower.

                                       VII

                    EVENTS OF DEFAULT AND REMEDIES OF LENDER

     Section 7.01 Events of Default.  Upon the  occurrence of any one or more of
the following events ("Events of Default"):


          (i) any  representation  or  warranty  made  in  connection  with  the
     execution and delivery of this Loan Agreement,  the Pledge  Agreement,  the
     Note or other Loan  Documents,  or  otherwise  made by  Borrower  or FCB to
     Lender  heretofore  or at any time  while  any  Indebtedness  to  Lender is
     outstanding  shall prove at any time to be or have been false or misleading
     in any material respect;

          (ii)  Borrower  shall fail to make,  in full,  when and where due, any
     payment of the principal of, or interest or other charges on, the Note;

          (iii)   Borrower  or  FCB  shall  default  in  the  due  and  punctual
     performance  or  observance  of any  other  term,  covenant,  condition  or
     agreement contained in this Loan Agreement, the Pledge Agreement, the Note,
     or other Loan  Documents;  provided  that any default  with  respect to the
     negative  covenants  contained in sections 6.01,  6.02,  6.03, 6.04 or 6.08
     hereof shall not be deemed an Event of Default  hereunder  unless  Borrower
     fails to cure such default within 30 days after the occurrence thereof;

          (iv)  Borrower,  FCB, or any subsidiary or affiliate of either of them
     shall  authorize,  enter  into,  or  consummate  any  plan of  liquidation,
     reorganization,  dissolution, or winding-up the business of such entity, or
     request any  regulatory  body or agency to take charge of and liquidate the
     affairs of the Borrower or FCB;

          (v) any regulatory  body or agency shall declare or determine that the
     Borrower or FCB is insolvent or in an unsound or unsafe condition,  or that
     it is unsafe for Borrower or FCB to continue its  respective  business,  or
     that any event has occurred or any  condition  exists that would permit any
     regulatory body or agency to take possession of the property or business of
     the Borrower or FCB;

          (vi) any  regulatory  body or agency shall make  application to vacate
     FCB's charter,  or designates and appoints a liquidator or receiver to take
     charge of FCB's assets and affairs;

          (vii) the FDIC notifies FCB of its intent to terminate FCB's status as
     an insured bank;

          (viii) FCB, Borrower, or any affiliate or subsidiary of either of them
     shall:  (a) file a  voluntary  petition in  bankruptcy  or a petition or an
     answer seeking  reorganization  or an


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<PAGE>

     arrangement  with  creditors  or  to  take  advantage  of  any  bankruptcy,
     reorganization,   insolvency,   readjustment  of  debt,   dissolution,   or
     receivership  or  liquidation  law or statute,  or an answer  admitting the
     material allegations of a petition filed against it in any proceeding under
     any such law or if  corporate  action  shall be taken  for the  purpose  of
     effecting any of the  foregoing;  (b) admit in writing its inability to pay
     its debts as they mature;  (c) make a general assignment for the benefit of
     creditors;  (d) apply for or consent to the  appointment  of a receiver  or
     liquidator,   voluntarily  or  otherwise,  for  its  property;  or  (e)  be
     adjudicated a bankrupt or insolvent;

          (ix) an  order,  judgment  or decree  shall be  entered,  without  the
     application,  approval or consent of the Borrower, or FCB, or any affiliate
     or subsidiary  of either of them,  by any court of competent  jurisdiction,
     approving a petition seeking  reorganization  of Borrower or FCB, or of any
     affiliate or subsidiary of either of them, or of all or a substantial  part
     of the  properties  or  assets  of any of them or  appointing  a  receiver,
     trustee or  liquidator  of any of them and such  order,  judgment or decree
     shall continue unstayed and in effect for a period of sixty (60) days;

          (x) the  Borrower,  FCB, or any  affiliate or  subsidiary of either of
     them shall  allow a final  judgment,  or a penalty  or fine  imposed by any
     regulatory  or  governmental  authority,  in the  amount  of Five  Thousand
     Dollars ($5,000.00) or more to be obtained against any of them which is not
     promptly paid or appealed and properly secured pending appeal;

          (xi) any  federal  or state  authority  having  jurisdiction  over any
     aspect of the  business or affairs of  Borrower,  FCB or any  affiliate  or
     subsidiary  of either of them  shall find any of them in  violation  of any
     federal or state law, rule or regulation, which violation in the opinion of
     Lender is material and which violation, is not corrected within thirty (30)
     days after  receipt by  Borrower,  FCB or any  affiliate or  subsidiary  of
     either  of them of notice  of such  violation,  unless  such  violation  is
     appealed in good faith and adequately secured pending appeal;

          (xii) any  federal or state  authority  having  jurisdiction  over any
     aspect of the  business or affairs of Borrower or FCB or any  affiliate  or
     subsidiary thereof or if Lender shall notify any of them that the Revolving
     Loans or any aspect  thereof  violates  any  federal or state law,  rule or
     regulation  and such  violation is not cured within  thirty (30) days after
     such  notice,  unless  such  violation  is  appealed  in good  faith and is
     adequately secured pending appeal; or

          (xiii)  any other  Indebtedness,  obligations  or  liabilities  of the
     Borrower,  FCB, or any affiliate or subsidiary of either of them, including
     without  limitation,  deposit  liabilities,  and  liabilities  for borrowed
     money, the deferred purchase price of property, and all obligations of FCB,
     the Borrower, and their respective affiliates and subsidiaries under leases
     of any nature,  shall not have been paid when due, whether by acceleration,
     upon demand or otherwise, or shall be required to be prepaid (other than by
     a regularly scheduled and required prepayment) prior to the stated maturity
     or due date thereof,  or any event of default exists with respect  thereto,
     or which would become a default upon notice, the lapse of time, or both;

     then Lender, at any time,  without notice to the Borrower,  may declare the
     unpaid  principal of and interest and other charges on the Revolving  Loans
     immediately  due and payable,  together with any other  Indebtedness of the
     Borrower, FCB, or any affiliate or subsidiary of either of them, to Lender,
     and such amounts  thereupon shall be immediately  due and payable,  without
     presentment,


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<PAGE>

     demand,  protest, notice of protest or notice of any kind, all of which are
     hereby  expressly  waived by  Borrower,  and if not paid in full  promptly,
     Lender may  exercise  all rights given to it under the laws of the State of
     Florida,  this  Loan  Agreement,   the  Note,  the  Pledge  Agreement,  the
     Irrevocable  Proxies,  and any other  Loan  Documents,  including,  without
     limit, the filing of actions in law or in equity, the voting or sale of the
     Shares,  and the prompt  registration of the Shares into Lender's name upon
     FCB's books and records.  Borrower hereby waives, as to the Revolving Loans
     and the Note, any rights of exemption  under the laws of the United States,
     the State of Florida, and of any other applicable jurisdiction.

                                      VIII

                                  MISCELLANEOUS

     Section 8.01 Notices.  Any notice shall be deemed conclusively to have been
received and shall be effective on the earlier of the date on which delivered to
the addressee thereof or on the third business day after the day on which mailed
to the  address  set forth  below (or at such other  address as such party shall
specify to the other party in writing)

         If to Borrower:            Florida Community Banks, Inc.
                                    1400 North 15th Street
                                    Immokalee, Florida 34142
                                    Attention:  Mr. Thomas V. Ogletree, CFO

         If to Lender:              The Bankers Bank
                                    2410 Paces Ferry Road
                                    Atlanta, Georgia 30339-4098
                                    Attn:  Credit Administration

     Section  8.02  Expenses  of  Revolving   Loans.   Borrower  shall  pay  all
out-of-pocket  expenses  incurred by Lender after the date hereof in  connection
with the administration,  amendment, or modification of this Loan Agreement, the
Pledge  Agreement,  the Note,  and other  Loan  Documents  and the making of the
Revolving Loans hereunder to the extent such amendment or modification  was made
at the  request  of the  Borrower,  and  shall  pay all  out-of-pocket  expenses
relating to the  enforcement  of Lender's  rights in  connection  with this Loan
Agreement,  the Note, the Pledge Agreement, and any other Loan Document, or with
the Revolving Loans made or the Note issued hereunder, including but not limited
to, the expenses  incurred in  connection  with the sale or voting of the Shares
and the fees and disbursements of counsel to Lender.

     Section 8.03 Set-Off.  Lender is hereby granted as additional  security for
Borrower's  obligations  hereunder,  a continuing  lien upon any and all monies,
securities and other property of Borrower and the proceeds  thereof,  now -or in
transit to Lender from or for Borrower whether for safekeeping, custody, pledge,
transmission,  collection,  in trust,  or  otherwise,  and also upon any and all
deposit balances  (general or special) and credits of Borrower with, and any and
all  claims  of  Borrower  against  Lender  at any time  existing;  and upon the
occurrence of any Event of Default, Lender may, without notice, apply or set-off
the same against the Indebtedness hereby secured.


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<PAGE>

     Section  8.04 No Waiver,  Cumulative  Remedies.  No failure or delay on the
part of Lender in exercising  any right,  power or privilege  hereunder or under
the Note,  the Pledge  Agreement  or any other Loan  Document,  and no course of
dealing between the Borrower and Lender shall operate as a waiver  thereof;  nor
shall a single or partial  exercise of any right,  power or privilege  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or privilege.  The rights,  remedies and powers provided herein and
in the other Loan  Documents  are  cumulative  and not  exclusive of any rights,
powers or  remedies  provided  by law or  otherwise  available.  Any such right,
remedy  or  power  may  be  exercised  from  time  to  time,   independently  or
concurrently,  and as often as Lender  shall  deem  expedient.  No waiver of any
Event of Default shall extend to any subsequent  Event of Default.  No single or
partial  exercise  of any right,  remedy or power  shall  preclude  any other or
further exercise thereof by Lender. No modification,  amendment or waiver of any
provision of this Loan  Agreement,  the Note, the Pledge  Agreement or any other
Loan Document,  nor consent to any departure by the Borrower  therefrom shall be
effective unless the same shall be in writing and signed by Lender and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific  purpose and duration for which given.  No notice to, or demand on, the
Borrower in any case shall  entitle the Borrower to any other or further  notice
or demand in the same, similar or other circumstances.

     Section  8.05  Assigns,  Binding  Effect.  Wherever in this Loan  Agreement
reference is made to either of the parties  hereto,  or to FCB,  such  reference
shall be deemed to include the respective successors and assigns of such entity;
provided,  however,  that neither any  Indebtedness  of Borrower to Lender under
this Loan  Agreement  nor any rights,  obligations  or duties  hereunder  may be
transferred,  assigned,  or delegated by Borrower without Lender's prior written
consent.

     Section 8.06 Further  Assurances.  Borrower  shall execute and deliver such
documents,  instruments  and  agreements  as Lender  may  reasonably  request in
connection with the  transactions  contemplated  by this Loan Agreement,  and in
connection with the Indebtedness incurred hereunder.

     Section 8.07  Governing  Law.  This Loan  Agreement,  the Note,  the Pledge
Agreement,  and the other Loan Documents,  and the rights and obligations of the
parties  hereunder  and  thereunder  shall be  governed by and be  construed  in
accordance with the laws of the State of Florida. Borrower acknowledges that the
negotiation of the provisions of this Agreement,  the Note, the Pledge Agreement
and the other Loan Documents took place, in part, in the State of Florida;  that
all such documents were executed and delivered in the State of Georgia; and that
all of such documents were or will be executed and delivered to Lender to induce
Lender to make the Revolving Loans to Borrower.  Borrower  acknowledges  further
that the negotiation of the aforesaid Loan Documents constitutes the transaction
of  business  within the State of Florida  and that any cause of action  arising
under any of said Loan  Documents  will be a cause of action  arising  from such
transaction of business.  Borrower  hereby submits itself to jurisdiction in the
State  of  Florida  for any  action  or  cause of  action  arising  out of or in
connection with the Loan Documents,  agrees that venue for any such action shall
be in Hillsborough County,  Florida, and waives any and all rights under the law
of any state to object to  jurisdiction  or venue  within  Hillsborough  County,
Florida.  Notwithstanding the foregoing,  nothing contained in this section 8.07
shall prevent  Lender from bringing any action or exercising  any rights against
any security


                                       15

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<PAGE>

for the  Revolving  Loans in any  other  state  against  Borrower  or any of its
property.  Initiating such action or proceeding or taking any such action in any
other  state  shall in no event  constitute  a waiver  by  Lender  of any of the
foregoing.

     Section 8.08  Indemnification.  Borrower shall  indemnify and hold harmless
Lender from and against any and all claims, charges, losses, expenses and costs,
including  reasonable  attorneys'  fees,  resulting from any claims,  actions or
proceedings in connection  with the execution,  delivery and performance of this
Loan Agreement,  Note, and other Loan Documents,  including,  without limit, any
alleged or actual securities or blue sky law violations  arising from the Offers
or any claims of any nature arising from any  acquisition of, or transactions in
Borrower Stock, or in FCB Stock presently held by, or to be delivered to, Lender
as Shares.

     Section  8.09  Severability.  In case  any  one or  more of the  provisions
contained in this Loan Agreement, in the Note, in the Pledge Agreement or in any
other Loan Document should be invalid,  illegal or unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein or therein shall not in any way be affected or impaired thereby.

     Section 8.10  Captions.  The  captions to sections  hereof are provided for
convenience  of reference  only and shall not be considered  in  construing  the
intent of the parties.

     Section 8.11 Sealed  Instrument.  It is the parties'  intent that this Loan
Agreement is and shall have the effect of a sealed instrument under law.

     Section  8.12 Entire  Agreement.  This Loan  Agreement  embodies the entire
agreement and understanding between the parties, supersedes all prior agreements
and understandings  relating to the subject matter hereof and may not be amended
except by written agreement of Borrower and Lender.

     Section  8.13 "Loan  Documents"  Defined.  As used  herein,  the term "Loan
Documents" shall mean all documents evidencing,  securing, or otherwise relating
to or executed or delivered in connection  with the Revolving  Loans,  including
without limitation, this Loan Agreement, the Note, the Pledge Agreement, and the
Irrevocable Proxies.

     Section  8.14  Relationship  of  Parties.  Notwithstanding  anything to the
contrary  contained or implied herein or in any of the other Loan Documents,  or
by any action  taken  pursuant  hereto or thereto,  Lender shall not be deemed a
partner,  joint  venturer  or  participant  in any venture or  partnership  with
Borrower,  and Borrower hereby  indemnifies and agrees to defend and hold Lender
harmless  (including  the payment of  attorneys'  fees) from any and all damages
resulting  from  such  a  construction   of  the  parties'   relationship.   The
requirements  herein, and the restrictions  imposed in this Loan Agreement,  are
for the sole protection and benefit of Lender.

     Section 8.15  Litigation.  THE LENDER AND THE BORROWER BOTH ACKNOWLEDGE AND
AGREE THAT ANY  CONTROVERSY  WHICH MAY ARISE UNDER THIS  AGREEMENT  OR THE OTHER
LOAN DOCUMENTS OR THE  RELATIONSHIP  OF THE BORROWER AND THE LENDER  ESTABLISHED
HEREBY


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<PAGE>

AND THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES. ACCORDINGLY,  EACH
OF THE LENDER AND THE BORROWER HEREBY WAIVES ITS RESPECTIVE  RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR  PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL
IN WHICH AN ACTION MAY BE  COMMENCED  BY OR AGAINST  THE  BORROWER OR THE LENDER
ARISING OUT OF ANY LOAN DOCUMENT, THE OBLIGATIONS EVIDENCED THEREBY OR ANY OTHER
DOCUMENT  EXECUTED  AND  DELIVERED  IN  CONNECTION  HEREWITH OR  THEREWITH OR IN
CONNECTION  WITH ANY  COLLATERAL OR ANY  ASSIGNMENT  THEREOF OR BY REASON OF ANY
OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN THE BORROWER AND LENDER OF ANY KIND OR
NATURE.


                                       17

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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
duly executed under seal by their respective  duly-authorized officers as of the
day and year first above written.

                                             BORROWER:
                                             FLORIDA COMMUNITY BANKS, INC.


                                          By:
                                             -----------------------------
                                             Its Chief Financial Officer


                                            LENDER:
                                            THE BANKERS BANK


                                            By:                           (SEAL)
                                               ---------------------------
                                            Its




<PAGE>


                                    EXHIBIT A


          List of Litigation Proceedings, Etc. pursuant to Section 3.05










ATL01/11209216v6