<PAGE>
 
                                                                    EXHIBIT 10.5
 
                                                          AIA DOCUMENT A101-1997


STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR
WHERE THE BASIS OF PAYMENT IS A STIPULATED SUM

AGREEMENT made as of the Twenty-Second day of January in the year Ninety-Nine
(In words, indicate day, month and year)

BETWEEN the Owner:                           Decatur First Bank
(Name, address and other information)        1120 Commerce Drive
                                             Decatur, Georgia 30030

And the Contractor:                          Malone Construction Company
(Name, address and other information)        700 Antone Street, NW
                                             Atlanta, Georgia 30318

The Project is:                              Phase II Executive Office Expansion
(Name and location)                          1120 Commerce Drive
                                             Decatur, Georgia 30030

The Architect is:                            Menefee & Winter, P.C.
(Name, address and other information)        King Plow Arts Center
                                             887 Marietta Street, NW
                                             Atlanta, Georgia 30318

The Owner and Contractor agree as follows:

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, 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.
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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.)

     December 2, 1998, or date of Notice to Proceed, whichever is later.

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


     3.2  The Contract Time shall be measured from the date of "Notice to
     Proceed".


     3.3  The Contractor shall achieve Substantial Completion of the entire Work
     not later than 182 days from the date of Notice to Proceed, 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.)

     None


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
     Eight Hundred Twenty-Five Thousand Three Hundred Forty-Five and 00/100 
     ----- Dollars ($825,345.00), subject to additions and deductions as
     provided in the Contract Documents.
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    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:
    (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, attached a schedule of such other alternates
    showing the amount for each and the date when that amount expires.)

    Alternate #3 (Millwork Package) is included in this Contract. Owner reserves
    the right to delete Millwork package work from this Contract. Includes Value
    Engineering items referenced in Exhibit "B" attached.

    ALTERNATE #1 (EXISTING BASEMENT/FOUNDATION WATERPROOFING)
    ALTERNATE #2 (EXISTING RETAINING WALL FOUNDATION RETROFIT)

    4.3    Unit prices, if any, are as follows:



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 first (1st) day of a month, the Owner shall make payment
    to the Contractor not later than the fifteenth (15th) day of the same 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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     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 the 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%) location;

            .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 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.



     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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     5.2    FINAL PAYMENT
     5.2.1  Final payment, constituting the entire unpaid balance of the
     Contract Sum, shall be made by the Owner to the 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

            .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:

     In accordance with Article 9.10 of the General Conditions, as further
     modified by the Supplementary Conditions.

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.)

     In accordance with Article 13.6 of the General Conditions, as further
     modified by the Supplementary Conditions.
     (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:
            (Name, address and other information)
            Ms. Judy Turner, President
            Decatur First Bank
            1120 Commerce Drive
            Decatur, Georgia 30030
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     7.4    The Contractor's representative is:
     (Name, address and other information)
            W. Sterling Folk
            Malone Construction Company
            700 Atone Street, NW
            Decatur, Georgia 30318

     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 September 30, 1998, and are as
     follows:

     Document                      Title                Pages

     Supplementary Conditions                               CB-1 thru CB-24
     (reference Exhibit "D" attached)



     8.1.4  The Specifications are those contained in the Project Manual dated
     as in Subparagraph 8.1.3, and are as follows: Reference Exhibit "C"
     attached.

     Section                       Title               Pages
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     8.1.5  The Drawings are as follows, and are dated ____________________
     unless a different date is shown below: Reference Exhibit "A" attached.
     (Either list the Drawings here or refer to an exhibit attached to this
     Agreement.)

     Number                        Title               Pages



     8.1.6  The Addenda, if any, are as follows:

<TABLE>
<CAPTION>
     Number                        Date                Pages
     <S>                           <C>                 <C>
     One (1)                       10/19/98              2     
     Two (2)                       10/23/98              1
     Post Bid                                             
       Addendum (1)                12/07/98              1
     Post Bid                                             
       Addendum (2)                12/09/98              1
     Post Bid                                             
       Addendum (3)                12/28/98              1
     Post Bid                                             
       Addendum (4)                01/28/99              1
</TABLE>

     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.)

     EXHIBIT "B", DECATUR FIRST BANK VALUE ENGINEERING 01-29-1999



     This Agreement is entered into as of the day and year first written above
and is executed in at least there 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.
<PAGE>
 
DECATUR FIRST BANK                     MALONE CONSTRUCTION COMPANY

/s/ Judy B. Turner                     /s/ George R. Hemenway
----------------------------------     -----------------------------------------
OWNER (Signature)                      CONTRACTOR (Signature)


Judy B. Tuner, President and CEO       George R. Hemenway, Senior Vice President
----------------------------------     -----------------------------------------
(Printed name and title)               (Printed name and title)

CAUTION:  You should sign on 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.