EXHIBIT 10.8

                CONSTRUCTION CONTRACT DATED AS OF MARCH 18, 2002,
                 AMONG CHEROKEE BANK, N.A.  AND W.H.  BASS, INC.


<PAGE>
                                                                    EXHIBIT 10.8

                                                                    1997 EDITION
                                                          AIA DOCUMENT A101-1997

Standard  Form  of  Agreement  Between  Owner  and  Contractor
where  the  basis  of  payment  is  a  STIPULATED  SUM

<TABLE>
<CAPTION>
<S>                                       <C>                                       <C>
AGREEMENT made as of the                  Eighteenth day of March                   This document has important
in the year Two Thousand Two                                                        legal consequences.
(In words, indicate day, month and year)                                            Consultation with an attorney
                                                                                    is encouraged with respect to
                                                                                    its completion or
                                                                                    modification.

BETWEEN  the Owner:                                                                 AIA Document A201-1997,
(Name, address and other information)     Cherokee Bank                             General Conditions of the
                                          1275 Riverstone Parkway                   Contract for Construction, is
                                          Canton, Georgia  30114                    adopted in this document by
                                          Tel.  (770) 479-3400                      reference.  Do not use with
                                          Fax (770) 720-6923                        other general conditions
                                                                                    unless this document is
                                                                                    modified.

and the Contractor:
(Name, address and other                  W.H.  Bass, Inc.                          This document has been
information)                              230 Scientific Drive, Suite 100           approved and endorsed by
                                          Norcross, Georgia  30092                  The Associated General
                                          Tel.  (770) 662-8430                      Contractors of America.
                                          Fax (770) 662-5636

The Project is:
(Name and location)                       South Canton Branch
                                          Cherokee Bank
                                          Canton, Georgia
                                          Job NO.  0109

The Architect is:
(Name, address and other                  H.  Lloyd Hill Architects & Assoc., Inc.
information)                              3300 Northeast Expressway, Suite 3R
                                          Atlanta, Georgia  30341
                                          hlharchitects@mindspring.com
                                          ----------------------------
                                          Tel.  (770) 457-4324
                                          Fax (770) 457-4325
</TABLE>


The  Owner  and  Contractor  agree  as  follows:


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<PAGE>
ARTICLE  1     THE  CONTRACT  DOCUMENTS
     The  Contract  Documents  consist  of  this  Agreement,  Conditions  of the
     Contract  (General,  Supplementary  and  other  Conditions),  Drawings,
     Specifications,  Addenda issued prior to execution of this Agreement, other
     documents listed in this Agreement and Modifications issued after execution
     of  this Agreement; these form the Contract, and are as fully a part of the
     Contract  as if attached to this Agreement or repeated herein. The Contract
     represents  the  entire and integrated agreement between the parties hereto
     and  supersedes  prior  negotiations, representations or agreements, either
     written  or  oral.  An  enumeration  of  the Contract Documents, other than
     Modifications,  appears  in  Article  8.


ARTICLE  2     THE  WORK  OF  THIS  CONTRACT
     The  Contractor  shall  fully  execute  the  Work described in the Contract
     Documents,  except  to  the  extent  specifically indicated in the Contract
     Documents  to  be  the  responsibility  of  others.

ARTICLE  3     DATE  OF  COMMENCEMENT  AND  SUBSTANTIAL  COMPLETION
     3.1     The  date  of  commencement  of the Work shall  be the date of this
     Agreement  unless a different date is stated below or provision is made for
     the  date  to  be  fixed  in  a  notice  to  proceed  issued  by the Owner.
     (Insert  the  date  of  commencement  if  it  differs from the date of this
     Agreement  or, if applicable, state that the date will be fixed in a notice
     to  proceed.)
          THE  CONTRACT  COMMENCEMENT  DATE IS MARCH 25, 2002
          (A  BUILDING  PERMIT  WILL  BE  REQUIRED  AT  THAT  TIME)

     If,  prior to the commencement of the Work, the Owner requires time to file
     mortgages,  mechanic's liens and other security interests, the Owner's time
     requirement  shall  be  as  follows:



     3.2     The  Contract Time shall be measured from the date of commencement.

     3.3     The  Contractor  shall achieve Substantial Completion of the entire
     Work  not  later  than 35 CALENDAR DAYS days from the date of commencement,
     or  as  follows:
     (Insert number of calendar days. Alternatively, a calendar date may be used
     when  coordinated with the date of commencement. Unless stated elsewhere in
     the  Contract  Documents,  insert  any requirements for earlier Substantial
     Completion  of  certain  portions  of  the  Work.)


     ,  subject to adjustments of this Contract Time as provided in the Contract
     Documents.
     (Insert  provisions,  if any, for liquidated damages relating to failure to
     complete  on  time or for bonus payments for early completion of the Work.)

          The  Contractor  and  the Contractor's Surety, if any, shall be liable
          for  and  shall  pay  the  Owner  the  sums  hereinafter stipulated as
          liquidated  damages  for  each calendar day of delay until the work is
          substantially  complete in the amount of Two Hundred and Fifty Dollars
          ($250.00).



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<PAGE>
ARTICLE  4     CONTRACT  SUM
     4.1    The Owner shall pay the Contractor the Contract Sum in current funds
     for the Contractor's performance of the Contract. The Contract Sum shall be
     FOUR  HUNDRED  THIRTY-EIGHT  THOUSAND  FIFTY  DOLLARS  ($438,050.00)

     ,  subject  to  additions  and  deductions  as  provided  in  the  Contract
     Documents.

     4.2     The  Contract  Sum  is based upon the following alternates, if any,
     which  are  described  in the Contract Documents and are hereby accepted by
     the  Owner:  NO  ALTERNATES  WHERE  ACCEPTED.  (State  the numbers or other
     identification of accepted alternates. If decisions on other alternates are
     to  be  made  by  the  Owner subsequent to the execution of this Agreement,
     attach  a schedule of such other alternates showing the amount for each and
     the  date  when  that  amount  expires.)



     4.3     Unit  prices,  if  any,  are  as  follows:


                                                    ADD         DEDUCT
                                                -----------  -------------
      1.  General Earth Excavation . . . . . .    4.95/c.y.  ----4.50/c.y.
      2.  Excess Earth Excavation. . . . . . .    7.15/c.y.  ----6.50/c.y.
      3.  Off-Site Fill. . . . . . . . . . . .    8.00/c.y.  ----5.00/c.y.
      4.  Trench Earth Excavation. . . . . . .    6.00/c.y.  ----5.75/c.y.
      5.  General Rock Excavation. . . . . . .   66.00/c.y.  ----N/A
      6.  Trench Rock Excavation . . . . . . .  104.50/c.y.  ----N/A

ARTICLE  5     PAYMENTS
     5.1     PROGRESS  PAYMENTS

     5.1.1    Based upon Applications for Payment submitted to the Architect by
     the  Contractor  and  Certificates for Payment issued by the Architect, the
     Owner  shall  make  progress payments on account of the Contract Sum to the
     Contractor  as  provided  below  and  elsewhere  in the Contract Documents.

     5.1.2    The period covered  by  each  Application for Payment shall be one
     calendar  month  ending  on  the  last  day  of  the  month, or as follows:


     5.1.3    Provided  that  an  Application  for  Payment  is  received by the
     Architect  not  later  than the TWENTY-FIFTH (25) day of a month, the Owner
     shall  make  payment to the Contractor not later than the TENTH (10) day of
     the  Next month. If an Application for Payment is received by the Architect
     after  the application date fixed above, payment shall be made by the Owner
     not  later  than  FIFTEEN  (15)  days  after  the  Architect  receives  the
     Application  for  Payment.

     5.1.4    Each  Application  for  Payment  shall be based on the most recent
     schedule  of  values  submitted  by  the  Contractor in accordance with the
     Contract  Documents.  The  schedule  of  values  shall  allocate the entire
     Contract Sum among the various portions of the Work. The schedule of values
     shall  be  prepared in such form and supported by such data to substantiate
     its  accuracy  as the Architect may require. This schedule, unless objected
     to  by  the  Architect,  shall  be  used  as  a  basis  for  reviewing  the
     Contractor's  Applications  for  Payment.



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<PAGE>
     5.1.5    Applications  for  Payment  shall  indicate  the  percentage  of
     completion  of each portion of the Work as of the end of the period covered
     by  the  Application  for  Payment.

     5.1.6    Subject  to other provisions of the Contract Documents, the amount
     of  each  progress  payment  shall  be  computed  as  follows:

          .1   Take  that  portion  of  the  Contract  Sum properly allocable to
               completed  Work  as  determined  by  multiplying  the  percentage
               completion  of  each  portion  of  the  Work  by the share of the
               Contract  Sum  allocated  to  that  portion  of  the  Work in the
               schedule  of values, less retainage of TEN PERCENT (10%). Pending
               final  determination of cost to the Owner of changes in the Work,
               amounts  not  in  dispute  shall  be  included  as  provided  in
               Subparagraph  7.3.8  of  AIA  Document  A201-1997;

          .2   Add  that  portion  of  the  Contract  Sum  properly allocable to
               materials and equipment delivered and suitably stored at the site
               for  subsequent  incorporation in the completed construction (or,
               if approved in advance by the Owner, suitably stored off the site
               at  a  location  agreed  upon  in writing), less retainage of TEN
               PERCENT  (10%);

          .3   Subtract  the  aggregate  of previous payments made by the Owner;
               and

          .4   Subtract amounts, if any, for which the Architect has withheld or
               nullified  a Certificate for Payment as provided in Paragraph 9.5
               of  AIA  Document  A201-1997.

     5.1.7     The  progress  payment  amount  determined  in  accordance  with
     Subparagraph

     5.1.6     shall  be  further  modified  under  the following circumstances:

          .1   Add, upon Substantial Completion of the Work, a sum sufficient to
               increase  the  total  payments to the full amount of the Contract
               Sum,  less  such  amounts  as  the  Architect shall determine for
               incomplete  Work, retainage applicable to such work and unsettled
               claims;  and  (Subparagraph  9.8.5  of  AIA  Document  A201-1997
               requires  release  of  applicable  retainage  upon  Substantial
               Completion  of  Work  with  consent  of  surety,  if  any.)

          .2   Add,  if  final  completion  of the Work is thereafter materially
               delayed  through  no  fault  of  the  Contractor,  any additional
               amounts  payable  in  accordance  with Subparagraph 9.10.3 of AIA
               Document  A201-1997.

     5.1.8    Reduction or limitation of retainage, if any, shall be as follows:
     (If  it is intended, prior to Substantial Completion of the entire Work, to
     reduce  or  limit  the retainage resulting from the percentages inserted in
     Clauses  5.1.6.1  and 5.1.6.2 above, and this is not explained elsewhere in
     the  Contract  Documents,  insert  here  provisions  for  such reduction or
     limitation.)

          RETAINAGE  SHALL  BE REDUCED 5% ON COMPLETED WORK AT 75% COMPLETION OF
          PROJECT.


     5.1.9    Except  with  the Owner's prior approval, the Contractor shall not
     make  advance  payments  to suppliers for materials or equipment which have
     not  been  delivered  and  stored  at  the  site.



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<PAGE>
     5.2     FINAL  PAYMENT
     5.2.1   Final  payment,  constituting  the  entire  unpaid  balance  of the
     Contract  Sum,  shall  be  made  by  the  Owner  tot  he  Contractor  when:

          .1   The  Contractor  has  fully performed the Contract except for the
               Contractor's  responsibility  to  correct  Work  as  provided  in
               Subparagraph  12.2.2  of  AIA  Document A201-1997, and to satisfy
               other  requirements,  if  any, which extend beyond final payment;
               and  to  satisfy  other requirements, if any, which extend beyond
               final  payment;  and

          .2   a final Certificate for Payment has been issued by the Architect.

     5.2.2    The Owner's final payment to the Contractor shall be made no later
     than  30  days  after the issuance of the Architect's final Certificate for
     Payment,  or  as  follows:



ARTICLE  6     TERMINATION  OR  SUSPENSION
     6.1     The  Contract  may  be terminated by the Owner or the Contractor as
     provided  in  Article  14  of  AIA  Document  A201-1997.

     6.2     The Work may be suspended by the Owner as provided in Article 14 of
     AIA  Document  A201-1997.

ARTICLE  7     MISCELLANEOUS  PROVISIONS
     7.1     Where  reference  is  made  in this Agreement to a provision of AIA
     Document  A201-1997  or  another Contract Document, the reference refers to
     that  provision  as  amended  or  supplemented  by  other provisions of the
     Contract  Documents.

     7.2     Payments due and unpaid under the Contract shall bear interest from
     the  date  payment  is  due  at  the  rate  stated below, or in the absence
     thereof,  at the legal rate prevailing from time to time at the place where
     the  Project  is  located.
     (Insert  rate  of  interest  agreed  upon,  if  any.)


     (Usury  laws  and  requirements  under  the  Federal  Truth in Lending Act,
     similar  state  and local consumer credit laws and other regulations at the
     Owner's  and Contractor's principal places of business, the location of the
     Project  and  elsewhere  may  affect  the validity of this provision. Legal
     advice  should  be obtained with respect to deletions or modifications, and
     also  regarding  requirements  such  as  written  disclosures  or waivers.)

     7.3     The Owner's representative is:         Mr.  Dennis  Burnette,
     (Name, address and other information)          President/CEO
                                                    Cherokee  Bank
                                                    1275  Riverstone  Parkway
                                                    Canton,  Georgia  30114
                                                    Tel. (770) 479-3400
                                                    Fax (770) 720-6923

     7.4     The Contractor's representative is:    Mr. Mike Wilson,
     (Name, address and other information)          Project Manager
                                                    W.H.  Bass,  Inc.
                                                    230 Scientific Drive,
                                                    Suite  100
                                                    Norcross,  Georgia  30092
                                                    Tel.  (770)  662-8430
                                                    Fax  (770)  662-5636


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<PAGE>

     7.5     Neither  the  Owner's  nor the Contractor's representative shall be
     changed  without  ten  days'  written  notice  to  the  other  party.

     7.6     Other  provisions:



ARTICLE  8     ENUMERATION  OF  CONTRACT  DOCUMENTS

     8.1     The  Contract  Documents,  except  for  Modifications  issued after
     execution  of  this  Agreement,  are  enumerated  as  follows:

     8.1.1   The Agreement is this executed 1997 edition of the Standard Form of
     Agreement  Between  Owner  and  Contractor,  AIA  Document  A101-1997.

     8.1.2   The  General  Conditions  are  the  1997  edition  of  the  General
     Conditions  of  the  Contract  for  Construction,  AIA  Document A201-1997.

     8.1.3   The  Supplementary  and  other Conditions of the Contract are those
     contained in the Project Manual dated JANUARY 31, 2002, and are as follows:

     Document                        Title                     Pages
       DIVISION  A       CONDITION  OF  THE  CONTRACT          AL-A3
                         -  SUPPLEMENTARY  CONDITIONS
       DIVISION  A       CONDITIONS  OF  THE  CONTRACT         A4-A7
                         -  INSURANCE  REQUIREMENTS

     8.1.4   The  Specifications are those contained in the Project Manual dated
     as  in  Subparagraph
     8.1.3   and  are  as  follows:
     (Either  list  the  Specifications  here or refer to an exhibit attached to
     this  Agreement.)

     Section                         Title                     Pages


                                 SEE EXHIBIT "A"




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     8.1.5    The Drawings are as follows, and are dated ______________ unless a
     different  date  is  shown  below:
     (Either  list  the  Drawings  here  or refer to an exhibit attached to this
     Agreement.)

     Number                          Title                     Date

     Cover                           Cover Sheet               1-31-02
     C1-C11                          Sitework                  1-31-02
     P1                              Plumbing                  1-31-02
     E1                              Electrical                1-31-02


     8.1.6     The  Addenda,  if  any,  are  as  follows:


     Number                Date                     Pages
       Addendum No. 1      February 14, 2002      Page 1 (Drawings AD#1-1 thru
                                                  ADD#1-4
       Addendum No. 2      February 14, 2002      Page 1 - No Drawings
       Addendum No. 3      February 20, 2002      Page 1 - No Drawings
       Addendum No. 4      February 28, 2002      Page 1  (Drawings AD#4-1 thru
                                                  AD#4-3)
       Addendum No. 5      March 1, 2002          Page 1 (Drawings AD#5-1)


     Portions  of  Addenda  relating to bidding requirements are not part of the
     Contract  Documents  unless the bidding requirements are also enumerated in
     this  Article  8.

     8.1.7     Other  documents,  if any, forming part of the Contract Documents
     are  as  follows:
     (List  here  any additional documents that are intended to form part of the
     Contract  Documents.  AIA  Document  A201-1997  provides  that  bidding
     requirements  such  as  advertisement or invitation to bid, Instructions to
     Bidders, sample forms and the Contractor's bid are not part of the Contract
     Documents  unless  enumerated in this Agreement. They should be listed here
     only  if  intended  to  be  part  of  the  Contract  Documents.)

          Invitation  to  Bid  -  Page  i
          Instruction  to  Bidders  -  Pages  ii  and  iii
          Bid  Form  -  Pages  iv  thru  vii
          Application and Certificate for payment: AIA Doc.  G702 and G703, 1983
          Edition.
          Notes of Clarifications (Dated March 4, 2002) - (Items 1-6 General and
          Items 1-8  Site)



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<PAGE>
This Agreement is entered into as of the day and year first written above and is
executed  in  at least three original copies, of which one is to be delivered to
the  Contractor,  one  to  the  Architect  for  use in the administration of the
Contract,  and  the  remainder  to  the  Owner.



--------------------------------------     -------------------------------------
OWNER  (Signature)                         CONTRACTOR  (Signature)



--------------------------------------     -------------------------------------
(Printed  name  and  title)                (Printed  name  and  title)

Cherokee  Bank                             W.H.  Bass,  Inc.
Canton,  Georgia                           Norcross,  Georgia

CAUTION:  You  should  sign an original AIA document or a licensed reproduction.
Originals  contain the AIA logo printed in red; licensed reproductions are those
produced  in  accordance  with  the  Instructions  to  this  document.


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<PAGE>
<TABLE>
<CAPTION>
                                       EXHIBIT "A"


Section                                         Title                      Pages
------------------------            -----------------------------  ----------------------
<S>                                 <C>                            <C>
Division B                          Contract Forms                 B1 - B6
Division C                          Drawings & Schedules           Cl
Division D                          Soil Subsurface Investigation  D1-D20
Division E                          Tree Protection Regulations    E1-E14
Division F                          Hydrostudy                     Fl- F33
Division I                          General Requirements           Sections 1A- 1G
Division 2                          Sitework                       Sections 2A - 2G
Division 3                          Concrete                       Sections 3A
Division 7                          Thermal & Moisture Control     Sections 7A
Divisions 4, 5, 6, 8, 9,  10,  11,  12, 13, 14, and 15 - Omitted
Division 16                         Electrical                     Sections 16010 - 16500
</TABLE>



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<PAGE>
                                                                             VII


                    (THIS FORM TO BE SUBMITTED IN TRIPLICATE)
                                       BID
                               SOUTH CANTON BRANCH
                                SITE DEVELOPMENT
                                  CHEROKEE BANK
                                 CANTON, GEORGIA


                               DATE OF BID OPENING

                      CONTRACTOR:      W.  H.  Bass,  Inc.
                                       -----------------------------------
                         ADDRESS:      230  Scientific  Drive,  Suite  100
                                       -----------------------------------
                                       Norcross,  GA  30092
                                       -----------------------------------
                           PHONE:     770-662-8430
                                       -----------------------------------

Mr.  Dennis  Burnette
Cherokee  Bank
1275  Riverstone  Parkway
Canton,  Georgia  30114
Gentlemen:

I.   BASE  BID
     ---------
     The  undersigned  agrees,  having  familiarized  himself  with  the  local
     conditions  affecting  the cost of the Work, and with the Drawings, Project
     Manual,  and  Addenda  as  issued by H. Lloyd Hill Architects & Associates,
     Inc.,  Atlanta,  Georgia,  hereby proposes to enter into a general Contract
     with  Cherokee  Bank,  Canton,  Georgia,  to  furnish all labor, materials,
     equipment  and services required to construct and complete the sitework for
     the  temporary  South  Canton  Branch Facility in accordance with the above
     documents  for the stipulated sum of FOUR HUNDRED THIRTY-EIGHT THOUSAND AND
     FIFTY  DOLLARS  ($438,050.00).

II.  ALTERNATES
     ----------
     The  undersigned  agrees  to Alternates to the Contract, as selected by the
     Owner, for the cost increase or decrease as listed on the attached Schedule
     of  Alternates.

III. UNIT  PRICES
     ------------
     The undersigned agrees that Work added or omitted under the Contract should
     be  computed at not more than the Unit Prices itemized on the attached Unit
     Price  Schedule (See Section II-1). These prices shall include all items of
     cost,  overhead  and  profit,  and constitute complete reimbursement to the
     Contractor  for  said  work.


<PAGE>
                                                                             VII


IV.  TIME  FOR  COMPLETING  THE  WORK  AND  LIQUIDATED  DAMAGES
     ----------------------------------------------------------
     The undersigned agrees, if awarded the Contract, to commence work under the
     Contract  within _____ days and to achieve substantial completion not later
     than  _________ consecutive calendar days following the date of the signing
     of  the  contract.  Substantial  completion is defined as follows: All work
     shall  be  completed  by  the General Contractor and its Sub-Contractors as
     stipulated  on  the  contract  documents.

     The  Agreement  will  include a stipulation that liquidated damages will be
     established  in  the  amount  of  Two  Hundred  Fifty Dollars ($250.00) per
     calendar  day  for  each calendar day that the work is not completed within
     the  contracted  construction  time.

V.   ADDENDA
     -------
     The  undersigned  acknowledges  receipt  of  Addenda  numbered:  1-5

VI.  BID  TIME  LIMITATIONS
     ----------------------
     It is understood that this proposal is subject to acceptance and may not be
     withdrawn  for  a  period  of  thirty  (30)  days  from  Bid  Date.

VII. CONTRACT  EXECUTION
     -------------------
     Upon  receipt of notification of acceptance of this proposal, within thirty
     (30)  days  after  the  date  established  for  the  opening  of  Bids, the
     undersigned  agrees  to  execute,  within  seven  (7)  days,  the specified
     Contract  for  the  above  stated  work,  accompanied  with Performance and
     Payment  Bonds,  Certificates  of  Insurance,  List  of  Subcontractors and
     Material Suppliers, and other submittals required in the Bidding Documents,
     all  in  accordance  therewith.  It  is  further understood that failure to
     produce  the  above  Documents  within the stipulated period will result in
     forfeiture  of  the  Bid  Bond to the Owner as liquidated damages which the
     Owner will sustain as a result of the failure to abide by the terms of this
     Agreement.

VIII. BONDS
      -----
     A  Bid  Bond, in the form of AIA Document A3 10, made payable to the Owner,
     and  in  the amount of five percent (5%) of the Base Bid Sum is attached to
     this  Bid.  The  undersigned agrees, if awarded the Contract, to deliver to
     the  Owner  at  the signing of the Contract, a Performance Bond and a Labor
     and  Material  Payment  Bond  in the form of AIA Document A311 for the full
     amount  of  the  Contract.


<PAGE>
                                                                             VII

                               BID FORM ATTACHMENT
                               -------------------


                              SOUTH CANTON BRANCH
                                SITE DEVELOPMENT
                                  CHEROKEE BANK
                                 CANTON, GEORGIA


                                COST ITEMIZATION
                                ----------------


                               UNIT PRICE SCHEDULE
                               -------------------
                                (See Section 1G)


                                           ADD          DEDUCT
                                      -------------  ------------
 1.  General Earth Excavation. . . .  $  4.95 /c.y.  $4.50  /c.y.
                                      -------------  ------------

 2.  Excess Earth Excavation . . . .  $  7.15 /c.y.  $6.50  /c.y.
                                      -------------  ------------

 3.  Off-Site Fill . . . . . . . . .  $  8.00 /c.y.  $5.00  /c.y.
                                      -------------  ------------

 4.  Trench Earth Excavation . . . .  $  6.00 /c.y.  $5.75  /c.y.
                                      -------------  ------------

 5.  General Rock Excavation . . . .  $ 66.00 /c.y.  $ N/A  /c.y.
                                      -------------  ------------

 6.  Trench Rock Excavation. . . . .  $104.50 /c.y.  $ N/A  /c.y.
                                      -------------  ------------


<PAGE>
                                                                             VII

IX.  BIDDER  IDENTIFICATION
     ----------------------
     The legal name of the undersigned Bidder shall be entered on the first page
     of  this  Bid  Form.  The  undersigned  Bidder  is  a  (indicate  one):

     (   )   Sole  Proprietor

     (   )   Partnership

     ( x )  Corporation  in  the  State  of  GEORGIA
                                             -------

     (   )  Other  Legal  Entity  (indicate)


     Bid  by  a  corporation  shall  have  corporate seal affixed. Upon request,
     evidence  will  be  submitted  of  authority of persons to bind Bidder to a
     Contract.


                                  Respectfully

                           Contractor     W.H.  Bass,  Inc.
                                      ----------------------------------------
                                   By
                                      ----------------------------------------
                                   Title     Vice  President
                                         -------------------------------------



Attachments:
Schedule  of  Alternatives,
Unit  Prices  and  Bid  Bond.



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                                  Cherokee Bank
                                    Old Hwy 5
                                 Canton, Georgia

3/4/2002


                             NOTES OF CLARIFICATION
                             ----------------------


GENERAL
-------
1.   This bid is valid for a period of 30 days from the date of submission. W.H.
     Bass  reserves  the  right  to  modify costs and/or schedule after 30 days.

2.   W.H.  Bass has based our proposal on 35 calendar days (5 week) construction
     schedule  to  turnover. If the project extends beyond the original schedule
     due  to unforeseen delays (vendors, architectural, civil, permitting, owner
     materials); and/or unforeseen conditions (poor weather conditions, rock, or
     poor  soil conditions), we will ask to be reimbursed for General Conditions
     and  Overhead  related  to  those  delays  as  agreed  by Owner and General
     Contractor.

3.   W.H.  Bass  will  relocate  utilities as shown on the drawings. We have not
     included  relocation  of  utilities  not  shown  on  the  drawings.

4.   We  have  assumed  all temporary utilities (i.e. water, electric and phone)
     are  available  at  site for temporary use by General Contractor within the
     first  week  of  project  start.

5.   We  have  included  costs  for  a Performance & Payment Bond. If one is not
     required,  deduct  3,000.00.

6.   We have included the following permit, tap, and meter fees as listed below:
     Building  Permit          $1,500.00
     Sewer  Tap                $3,500.00
     Water  Meter              $2,940.00

SITE
----

1.   We  are  assuming  that  all property pins, benchmarks, and grades as shown
     have  been  placed  by a licensed engineer/surveyor and are accurate as per
     the  drawings.

2.   Topsoil  is  to  be  re-spread  with  on-site  material.

3.   W.H.  Bass  has  not  included  any  costs  for  correcting  weak  subsoil
     conditions, relocation of utilities, rock removal, de-watering, de-mucking,
     contaminated  soils,  hazardous  material  testing  and/or  abatement,
     underground  obstructions  or  stabilization other than specifically called
     for  in  the  plans.

4.   Based  on  the  provided  cross-sections, the modular retaining wall in the
     detention  pond  area  will  require  select  free  draining backfill to an
     elevation  of  1  foot  above  the  high  water  level.  We  have estimated
     approximately 400 tons of stone will be required for this area. If Contour,
     Inc.  is  required  to  provide  this  additional  stone;  our calculations
     estimate an additional charge of ($6,000.00) for the


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     stone.  Any  amount over the estimated 400 tons of stone will be calculated
     and  charged  at  a  unit  rate  of  $15.00  per  ton.

5.   Our  Base  Bid  excludes cost of As-built Certification Survey. This may be
     required  prior  to  issuance  of  C.O.

6.   Concrete  retaining  wall  has  been  figured to be backfilled with on-site
     structural  fill.  Stone  backfill  has  not  been  included.

7.   We  assume  the  existing  water  line  at  the  street  to  be  a 8" line.

8.   The  site  gas  line  shall be paid for by owner and coordinated by General
     Contractor.


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