EXHIBIT 10.12

                                  FOUNTAINHEAD
                            STRATEGIC SOLUTIONS, LLC
                       2626 Cumberland Parkway, Suite 400
                           Atlanta, Georgia 30339, USA
                             Telephone 404-786-1300
                             Facsimile 404-786-9900

May 14, 1999


Mr. Mark D. Little
Chief Financial Officer
ebank.com, Inc.
2410 Paces Ferry Road, #190
Atlanta, Georgia  30339

Dear Mr. Little:

         Steve,  Ed and I have enjoyed the  opportunity to discuss  Fountainhead
Strategic  Solutions,  LLC's ("FSS")  proposed  engagement with ebank.com,  Inc.
("ebank").  This letter  will  confirm  the terms of our  engagement  to provide
consulting services to ebank. The engagement is outlined as follows:

Duties
------

         In order to better define the engagement,  develop a detailed work plan
and set milestones for work product delivery,  we suggest we meet for one to two
hours as soon as possible.  After this meeting we will provide you with a budget
for each phase of the  engagement,  the expected  deliverable,  and the expected
delivery date.

         We  understand  that ebank  intends to execute a secondary  offering of
common stock in September or October of 1999. In preparation  for this offering,
we propose to provide assistance in preparing  projected  financial  statements,
drafting the business plan and the  Management  Discussion  and Analysis  (MD&A)
section of the S-1, and developing a Powerpoint presentation for use on the road
show. In our discussions  Thursday  afternoon,  we also explored your short-term
desire to enhance the current  Powerpoint  presentation  being used to introduce
ebank to potential securities underwriters.


<PAGE>


Mr. Mark D. Little
Chief Financial Officer
ebank.com, Inc.

Proposed Engagement Team
------------------------

                                                          Hourly Billing Rates
                                                          --------------------

                         Stephen R. Gross        $             225.00
                         Jerry C. Huskins                      185.00
                         Kevin Couillard                       185.00
                         Ed Eiland                             135.00
                         Analyst                                90.00

         Our fee for this  engagement  will be based on actual time  incurred at
our  standard  hourly  rates plus travel and other  out-of-pocket  costs such as
mileage,  courier, postage, etc. Our standard hourly rates vary according to the
degree of  responsibility  involved and the  experience  level of the  personnel
assigned.  We ask that a retainer  of $10,000  be paid at the  beginning  of the
engagement. We will submit an invoice every two weeks for services performed. We
ask that these subsequent invoices be paid with one week of presentation.

         FSS's  maximum  liability  to  ebank  for any  reason  relating  to the
services  under  this  letter  shall be  limited to the fees paid to FSS for the
services or work  products  giving rise to  liability.  In addition,  ebank will
indemnify and hold harmless FSS and its personnel from any claims,  liabilities,
costs,  and expenses  relating to our services under this letter,  except to the
extent finally  determined to have resulted from the gross negligence or willful
misconduct of FSS.

         If the terms described in this letter are  acceptable,  please sign and
return one copy of this letter along with a retainer check to the address shown.
We look forward to spending more time with you and your  management team on this
important engagement.  Please call me after you have had a chance to review this
letter at 404-786-1300.

                                                     Yours very truly,

                                                     /s/ Jerry C. Huskins

                                                     Jerry C. Huskins
                                                     Managing Director

Agreed to and accepted for ebank.com, Inc. by:

Mark D. Little

/s/ Mark D. Little                             June 1, 1999
------------------------------------           ------------
Signature                                      Date