Exhibit 10.7

                                    LOAN AGREEMENT

                    THIS  LOAN  AGREEMENT  (this  "Agreement")  is made and
          entered into as of the 23rd day of June, 1997, by and between THE
          BANKERS BANK, a banking corporation organized under the  laws  of
          Georgia  (the  "Lender"), and MIDSOUTH BANCORP, INC., a Louisiana
          corporation (the "Borrower").

                                       RECITALS

                    WHEREAS,  the Borrower wishes to obtain from the Lender
          a loan in the principal  amount  of  up  to  $2,500,000,  and the
          Lender,  on  the  terms and conditions hereinafter set forth,  is
          willing to lend such sum to the Borrower;

                    NOW,  THEREFORE,   for  and  in  consideration  of  the
          premises,   and   the   mutual   agreements,    warranties    and
          representations herein made, the Lender and the Borrower agree as
          follows:

                               ARTICLE 1 - DEFINITIONS

                    1.1. "Bank   Stock"   means   all  of  the  issued  and
          outstanding capital stock of MidSouth National Bank.

                    1.2. "Capital" means all capital  or  all components of
          capital, other than any allowance for loan and lease  losses that
          would otherwise be included and net of any intangible assets,  as
          defined  from  time  to  time  by the Borrower's or each MidSouth
          Subsidiary's primary federal regulator (as the case may be).

                    1.3. "Collateral"  means   and  includes  all  property
          assigned or pledged to the Lender or in which the Lender has been
          granted  a  security interest or to which  the  Lender  has  been
          granted  security   title  under  this  Agreement  or  the  other
          Financing  Documents  or  any  other  agreement,  instrument,  or
          document and the proceeds thereof.

                    1.4. "ERISA"   means  the  Employee  Retirement  Income
          Security Act of 1974, P.L.  No.  93-406,  as amended from time to
          time.

                    1.5. "Event  of  Default" shall have  the  meaning  set
          forth in Article VII hereof.

                    1.6. "Financing  Documents"  means  and  includes  this
          Agreement,  the  Note,  the  Pledge   Agreement,  and  all  other
          associated  loan  and  collateral  documents  including,  without
          limitation, all guaranties, suretyship  agreements, stock powers,
          security  agreements,  security deeds, subordination  agreements,
          exhibits, schedules, attachments,  financing statements, notices,
          consents,   waivers,   opinions,   letters,   reports,   records,
          assignments,  documents,  instruments,   information   and  other
          writings  related  thereto,  or furnished by the Borrower to  the
          Lender in connection therewith  or  in connection with any of the
          Collateral,    and   any   amendments,   extensions,    renewals,
          modifications or substitutions thereof or therefor.


                                    
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                    1.7. "Lender"  shall include transferees, assignees and
          successors of the Lender,  and all rights of the Lender under the
          Financing  Documents  shall  inure   to   the   benefit   of  its
          transferees,  successors  and  assigns.   All  obligations of the
          Borrower  under  the  Financing Documents shall bind  its  heirs,
          legal representatives, successors, and assigns.

                    1.8. "Liabilities" means all indebtedness, liabilities,
          and obligations of the  Borrower or any Subsidiary thereof of any
          nature whatsoever which the Lender may now or hereafter have, own
          or hold, and which are now  or  hereafter  owing  to  the  Lender
          regardless of however and whenever created, arising or evidenced,
          whether  now,  heretofore  or  hereafter  incurred,  whether now,
          heretofore  or  hereafter  due  and  payable,  whether  alone  or
          together  with  another  or  others,  whether direct or indirect,
          primary  or  secondary,  absolute  or  contingent,  or  joint  or
          several,  and whether as principal, maker,  endorser,  guarantor,
          surety  or  otherwise,   and  also  regardless  of  whether  such
          Liabilities  are  from  time   to  time  reduced  and  thereafter
          increased  or entirely extinguished  and  thereafter  reincurred,
          including  without   limitation  the  Note  and  any  amendments,
          extensions, renewals,  modifications  or substitutions thereof or
          therefor.

                    1.9. "Loan" shall have the meaning set forth in Section
          2.1 hereof.

                    1.10."MidSouth National Bank"  means  MidSouth National
          Bank, a National Banking Association formed under the laws of the
          United States, regulated by the Comptroller of the  Currency, and
          authorized to do business in Louisiana.

                    1.11."MidSouth Subsidiaries" means each and  every bank
          Subsidiary  of  the  Borrower,  now  or  hereafter  in existence,
          including, but not limited to, MidSouth National Bank.

                    1.12."Non-Performing  Loans"  are those loans  on  non-
          accrual plus all other loans 90 days or more  past  due  (in  the
          case  of  consumer  and  credit  card loans, 120 days or more, or
          MidSouth  Subsidiary's  policy,  whichever  is  less),  less  the
          government guaranteed portions of those loans.

                    1.13."Note" shall have the meaning set forth in Section
          2.2 hereof.

                    1.14."Person"   means  any   individual,   corporation,
          partnership,  joint venture,  association,  joint-stock  company,
          trust, unincorporated organization or government or any agency or
          political subdivision thereof.

                    1.15."Pledge  Agreement"  shall  have  the  meaning set
          forth in Section 2.4(a) hereof.

                    1.16."Subsidiary"    means   each   of   the   MidSouth
          Subsidiaries and each other corporation  for  which  the Borrower
          has  the  power, directly or indirectly, to direct its management
          or policies  or  to  vote  25% or more of any class of its voting
          securities, but excluding Finance  Company  of the South, Inc. if
          it  accounts  for  no more than 10% of the Borrower's  assets  or
          revenues on a consolidated basis.

                    
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                    1.17."Total  Risk-Based  Capital Ratio" means the Total
          risk-based capital ratio as defined  by  the  capital maintenance
          regulations of the primary federal bank regulatory  agency of the
          relevant MidSouth Subsidiary.

                    1.18."Weighted Average Return on Assets" means (i) with
          respect to the Borrower, its net income for the previous calendar
          year plus the amount of any interest payments by it on  the  Loan
          during  the previous calendar year, divided by its average assets
          during the  previous calendar year, and (ii) with respect to each
          MidSouth Subsidiary,  its  net  income  for the previous calendar
          year divided by its average assets during  the  previous calendar
          year.

                    1.19.All accounting terms not otherwise  defined herein
          have  the meanings assigned to them in accordance with  generally
          accepted accounting principles in effect from time to time.

                                 ARTICLE 2 - THE LOAN

                    2.1. Subject  to  the  terms  and  conditions  of  this
          Agreement,  the  Lender  agrees  to  lend  to  the  Borrower  the
          principal  sum  of  up  to $2,500,000 (the "Loan") in a series of
          advances as requested from  time  to  time  by  the Borrower in a
          period beginning on the date of this Agreement and  ending on the
          date  24  months  after  the  date of this Agreement.  Each  such
          advance will reduce the remaining  commitment  to  lend hereunder
          and  repayments  of  advances  shall  not permit the Borrower  to
          receive an additional advance of such funds.

                    2.2. The Loan shall be evidenced  by  a grid promissory
          note,  in  form  and  substance satisfactory to the Lender,  duly
          executed and delivered  by  the  Borrower in favor of the Lender.
          Said  grid  promissory note and any  amendment(s),  extension(s),
          renewal(s),  modification(s)   or   substitution(s)   thereof  or
          therefor which is in effect at any particular time is hereinafter
          called the "Note."  The Note shall provide that:

                         (a)  The  Loan  shall bear interest at a rate  per
          annum, calculated on the basis of  a 360-day year and actual days
          elapsed, equal to the Prime Rate Basis (as defined in the Note).

                         (b)  Accrued interest  shall  be payable quarterly
          in arrears on the last day of each quarter, commencing  September
          30,  1997,  and  continuing  to  be  due  on the last day of each
          quarter  (March  31,  June  30,  September  30, or  December  31)
          thereafter until the Loan is paid in full.  Interest  shall  also
          be  due  and  payable  when the Loan shall become due (whether at
          maturity, by reason of acceleration or otherwise).

                         (c)  Commencing  June  30, 1999, and continuing on
          June 30 of each succeeding calendar year,  the  Loan shall be due
          and  payable  in  eight  (8)  consecutive annual installments  of
          principal, each in the amount of  11.11%  of the principal amount
          of the Loan outstanding on June 30, 1999, plus  all  accrued  and
          unpaid  interest as hereinabove provided.  The entire outstanding
          balance of  the  Loan,  together  with  all  accrued  and  unpaid
          interest,  shall  be  due  and payable in a ninth (9th) and final
          installment on June 30, 2007.

                                     
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<PAGE>

                         (d)  No penalty  or  premium  shall be imposed for
          the  prepayment in whole or in part of the principal  balance  of
          the Loan.   Any  prepayment  in  full shall be accompanied by the
          payment in full of all accrued but  unpaid  interest  on the Loan
          through  the  prepayment  date,  whether or not such interest  is
          otherwise due and payable.  Partial prepayments of the Loan shall
          be applied against the principal installments  thereof in reverse
          order of maturity and shall not alter the amount of the regularly
          scheduled  payments  under the Loan; provided, however,  that  at
          Borrower's election a prepayment of principal in the amount equal
          to a full principal installment  shall  be  applied  to  the next
          principal installment due.

                    In  the  event  of  conflict  between the terms of this
          Section 2.2 and those of the Note, the Note shall control.

                    2.3. The  proceeds of the Loan shall  be  used  by  the
          Borrower to refinance  existing  debt  in the principal amount of
          $883,355.13 and to provide funds for future expansion.

                    2.4. To secure the repayment of the Loan:

                         (a)  The Borrower shall execute and deliver to the
          Lender a stock pledge agreement (the "Pledge  Agreement") in form
          and substance satisfactory to the Lender, and pursuant  to  which
          the Borrower shall grant to the Lender a security interest in the
          Bank  Stock.  On or before the day the Loan is made, the Borrower
          shall deliver  to  the Lender the certificate(s) representing the
          Bank Stock together  with  stock  transfer powers for the same in
          form and substance satisfactory to  the  Lender.   If at any time
          prior to repayment in full of the Loan the Borrower  acquires any
          additional shares of the Bank Stock, the Borrower shall  promptly
          deliver certificates evidencing such shares of the Bank Stock  to
          the  Lender  and  such  additional  shares  shall be added to the
          collateral  already  pledged  to  the  Lender  under  the  Pledge
          Agreement, and the Lender shall have a security  interest in such
          additional shares.

                         (b)  If at any time prior to repayment  in full of
          the  Loan  the  aggregate book value (as determined in accordance
          with generally accepted  accounting  principles) of the shares of
          Bank Stock under pledge to the Lender  becomes  less than 200% of
          the then-outstanding principal and interest balance  of the Loan,
          the  Borrower  shall  promptly  deliver  to  the Lender on demand
          additional  collateral  of  a  type and value acceptable  to  the
          Lender  (and  the Lender's judgment  in  valuing  same  shall  be
          conclusive) so  that  the  sum  of  the  value of such additional
          collateral plus the aggregate book value of  the  Bank Stock then
          under  pledge  is  equal  to  or  in excess of 200% of the  then-
          outstanding  principal and interest  balance  of  the  Loan.   In
          connection  with   the  Borrower's  delivery  of  any  additional
          collateral under this  Section  2.4(b), the Borrower will execute
          any  and all security documents as  the  Lender  may  request  to
          evidence  and  perfect  the  Lender's  rights  in such additional
          collateral.

                    2.5. In  connection  with the Loan, the  Borrower  also
          will deliver to the Lender the resolutions  and  other agreements
          or  instruments  specified in Section 6.5 hereof and  such  other
          documents as may be reasonably required by the Lender.

                      ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

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<PAGE>

                    The Borrower represents and warrants to the Lender that
          each of the following  is true, correct, complete and accurate in
          all respects:

                    3.1. The Borrower  is  a  corporation  duly  organized,
          validly existing and in good standing under the laws of the State
          of   Louisiana,   and   is   qualified  to  do  business  in  all
          jurisdictions where such qualification is necessary, except where
          the  failure to so qualify would  not  have  a  material  adverse
          effect  on  the  Borrower  or  its  business.   The  Borrower  is
          registered  as a bank holding company with the Board of Governors
          of the Federal  Reserve  System and the Louisiana Commissioner of
          Financial Institutions.

                    3.2. MidSouth  National  Bank  is  a  National  Banking
          Association formed under the laws of the United States, regulated
          by the Comptroller of the Currency, and authorized to do business
          in Louisiana.  The Borrower  owns  all of the outstanding capital
          stock of MidSouth National Bank, and  there  are  no  outstanding
          options,  warrants  or  other rights which can be converted  into
          shares of capital stock of  MidSouth  National  Bank  (other than
          those, if any, issued in favor of Borrower).  Schedule  3.2  sets
          forth  the  number  and class of all of the outstanding shares of
          capital stock of MidSouth  National Bank.  MidSouth National Bank
          has all requisite corporate power and authority and possesses all
          licenses, permits and authorizations  necessary for it to own its
          properties and conduct its business as presently conducted.

                    3.3. Each financial statement  of  the  Borrower or any
          Subsidiary which has been delivered to the Lender presents fairly
          the financial condition of the Borrower or such Subsidiary  as of
          the date indicated therein and the results of its operations  for
          the  period(s) shown therein.  There has been no material adverse
          change, either existing or threatened, in the financial condition
          or operations of the Borrower or any Subsidiary since the date of
          said financial statement.

                    3.4. The Borrower has full power and authority to make,
          execute  and  perform  in  accordance  with  the respective terms
          thereof  each  of  the  Financing Documents.  The  execution  and
          performance  by  the Borrower  of  each  and  every  one  of  the
          Financing Documents  have  been  duly authorized by all requisite
          action, and each and every one of  them  constitutes  the  legal,
          valid  and  binding  obligation  of  the  Borrower enforceable in
          accordance with its respective terms.

                    3.5. Execution,  delivery,  and  performance   by   the
          Borrower  of each and every one of the Financing Documents do not
          violate any  provision  of law or regulations and will not result
          in  a breach of or constitute  a  default  under  any  agreement,
          indenture  or  other  instrument  to  which  the  Borrower or any
          Subsidiary is a party or which the Borrower or any  Subsidiary is
          bound.

                    3.6. Except  for the security interest created  by  the
          Pledge Agreement, the Borrower owns the Bank Stock free and clear
          of all liens, charges and  encumbrances.   The Bank Stock is duly
          issued, fully paid and non-assessable (except  as  provided in 12
          U.S.C. 55), and the Borrower has the unencumbered right to pledge
          the Bank Stock.

                    3.7. There  is  no  claim,  action,  suit, arbitration,
          investigation,  condemnation or other proceeding  at  law  or  in
          equity, or by or  before  any  federal,  state,  local  or  other
          
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<PAGE>

          governmental  agency,  or  by  or  before  any  other  agency  or
          arbitrator, nor is there any judgment, order, writ, injunction or
          decree  of  any  court pending, anticipated or threatened against
          the Borrower or any Subsidiary or against any of their properties
          or assets, which might  have  a  material  adverse  effect on the
          Borrower,  any  Subsidiary,  or  their  respective properties  or
          assets,  or  which  might  call  into question  the  validity  or
          enforceability of any of the Financing  Documents, or which might
          involve the alleged violation by the Borrower  or  any Subsidiary
          of  any  material  federal,  state, local or other law,  rule  or
          regulation.

                    3.8. All of the Borrower's  outstanding  capital  stock
          has  been  validly issued, fully paid and is non-assessable.  The
          Borrower is  not in material violation of any applicable federal,
          state, local,  or  other  securities  laws  and  regulations with
          respect to the issuance of any of its capital stock  or any other
          of its securities.

                    3.9. The  Borrower  and each Subsidiary have accurately
          prepared and timely filed (or caused to be filed) in all material
          respects all required federal, state, local, or other tax returns
          and  have  paid (except as otherwise  permitted  by  Section  4.3
          hereof) all  governmental taxes and other charges imposed upon it
          or on any of its  properties  or  assets.   The Borrower does not
          know of any proposed additional tax assessment  against it or any
          Subsidiary.

                    3.10.No   consent,   approval,   order,  authorization,
          designation, registration, declaration, or filing  with or of any
          federal, state, local, or other governmental authority  or public
          body on the part of the Borrower or any Subsidiary is required in
          connection with the Borrower's execution, delivery or performance
          of  any  of  the  Financing  Documents;  or if required, all such
          prerequisites have been, or as of the date  the  Loan is advanced
          will be, fully satisfied.

                    3.11.Neither  the  Borrower  nor  any  Subsidiary   has
          incurred  any  material accumulated funding deficiency within the
          meaning of ERISA,  or  has incurred any material liability to the
          Pension Benefit Guaranty  Corporation established under ERISA (or
          any successor thereto under  such  Act)  in  connection  with any
          employee  benefit  plan established or maintained by the Borrower
          or any Subsidiary.

                    3.12.  None  of  the  transactions contemplated in this
          Agreement (including, without limitation, the use of the proceeds
          of the Loan) will violate or result  in  a violation of Section 7
          of  the  Securities  Exchange  Act of 1934, as  amended,  or  any
          regulations   issued   pursuant   thereto,   including,   without
          limitation, Regulations G, T, U, and  X of the Board of Governors
          of the Federal Reserve System, 12 C.F.R.,  Parts  207,  220, 221,
          and 224.  None of the proceeds of the Loan hereunder will be used
          to purchase or carry (or refinance any borrowing the proceeds  of
          which  were  used to purchase or carry) any "margin stock" within
          the meaning of said Regulation U.

                          ARTICLE 4 - AFFIRMATIVE COVENANTS

                    For  so long as this Agreement is in effect, and unless
          the Lender expressly  consents  in  writing  otherwise  or to the
          contrary,  the Borrower hereby expressly covenants and agrees  as
          follows:

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<PAGE>

                    4.1. Upon  request of the Lender, the Borrower and each
          Subsidiary shall make available its officers and employees to the
          Lender to discuss the  financial  affairs of the Borrower or such
          Subsidiary,  at  such  times  and intervals  as  the  Lender  may
          reasonably request, and the Borrower  and  each  Subsidiary shall
          promptly   confirm  or  furnish  in  reasonable  detail  whatever
          information  relative  to  the Borrower or such Subsidiary as the
          Lender's  authorized  representative,   auditor  or  counsel  may
          reasonably request.

                    4.2. The Borrower shall promptly furnish to the Lender:
          (a) not later than one hundred twenty (120)  days after and as of
          the   end   of   each  fiscal  year,  audited  consolidated   and
          consolidating financial  statements of the Borrower, to include a
          balance sheet and statements  of income, changes in stockholders'
          equity  and  cash flows, all in reasonable  detail,  prepared  in
          accordance with  generally  accepted  accounting  principles  and
          certified  by  Deloitte  & Touche or other independent accounting
          firm acceptable to the Lender; (b) not later than forty-five (45)
          days after and as of the end  of  each  of  the  first  three (3)
          quarters  of  each  fiscal year, unaudited consolidated financial
          statements  of the Borrower,  to  include  a  balance  sheet  and
          statements of  income,  changes  in stockholders' equity and cash
          flows,  all  in reasonable detail, prepared  in  accordance  with
          generally accepted  accounting  principles  (subject  to  changes
          resulting from normal year-end adjustments), and certified by the
          chief  financial  officer  of  the  Borrower;  (c) not later than
          thirty  (30) days after and as of the end of each  of  the  first
          three (3)  quarters  of  each  year,  copies  of  the  Report  of
          Condition  and  the Report of Income and Dividends of each of the
          MidSouth Subsidiaries as filed with the Federal Deposit Insurance
          Corporation, the Board of Governors of the Federal Reserve System
          or the Office of  Comptroller  of  the  Currency (as the case may
          be); (d) not later than thirty (30) days  after and as of the end
          of each quarter of each year, a statement of the Borrower's chief
          financial officer describing in reasonable  detail  the status of
          compliance  with  each of the covenants set forth in Articles  IV
          and V hereof, and,  in  the  event  of non-compliance with any of
          such  covenants,  also  setting forth in  reasonable  detail  the
          action which the Borrower  proposes to take with respect thereto;
          (e)  as  soon  as  available,  copies  of  all  proxy  materials,
          financial statements and reports  (if  any)  which  the  Borrower
          sends to its stockholders and copies of all regular, periodic and
          special   reports  and  all  registration  statements  which  the
          Borrower files with the Securities and Exchange Commission or any
          state securities commission or regulatory agency; (f) immediately
          after  the  occurrence  of  a  material  adverse  change  in  the
          business,  properties,   condition,   management   or  prospects,
          financial  or  otherwise,  of  the  Borrower  or  any Subsidiary,
          including,  without  limitation,  imposition  of  any  formal  or
          informal letter agreement, memorandum of understanding, cease and
          desist  order,  or other similar regulatory action involving  the
          Borrower or any Subsidiary,  a  statement of the Borrower's chief
          executive officer or chief financial  officer  setting  forth  in
          reasonable  detail  such change and the action which the Borrower
          or any Subsidiary proposes  to take with respect thereto; and (g)
          from  time  to  time  upon request  of  the  Lender,  such  other
          information  relating to  the  operations,  business,  condition,
          management, properties  and  prospects  of  the  Borrower  or any
          Subsidiary as the Lender may reasonably request.

                    4.3. The Borrower shall permit the Lender's appropriate
          officers and employees to inspect the financial books and records
          of Borrower and each Subsidiary, to perform a review of the  loan
          portfolio  of  each  MidSouth  Subsidiary  as  reasonably  deemed
          necessary,  and  to  review  regulatory  reports  to  the  extent
          permitted  by  the  Borrower's  and  each Subsidiary's regulatory
          authorities.

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                    4.4. The Borrower and each Subsidiary  shall punctually
          pay and discharge all taxes, assessments and governmental charges
          or levies imposed upon it or upon its income or upon  any  of its
          property,  as  well  as  all claims of any kind, which if unpaid,
          might by law become a lien  or  charge  upon its property, except
          taxes, assessments, charges, levies or claims  which  are in good
          faith  being timely litigated or otherwise properly contested  by
          the Borrower or the Subsidiary and as to which the contestant has
          established an adequate reserve on its books.

                    4.5. The  Borrower  and each Subsidiary shall comply in
          all material respects with the  requirements of all provisions of
          constitutions,  statutes,  rules,  regulations   and   orders  of
          governmental bodies or regulatory agencies applicable to  it, and
          all   orders  and  decrees  of  all  courts  and  arbitrators  in
          proceedings  or  actions to which it is a party or by which it is
          bound.

                    4.6. To the maximum extent permitted by applicable law,
          and  provided  that   the  Lender's  correspondent  services  are
          available and competitively priced, the Borrower shall cause each
          of  the MidSouth Subsidiaries  to  maintain  the  Lender  as  its
          primary correspondent.

                    4.7. The  Borrower  shall  immediately  report  to  the
          Lender  any  significant  change  in Borrower's management or any
          increase or decrease in any one year  in the beneficial ownership
          of the Borrower's common stock by any officer,  director or 5% or
          greater stockholder of the Borrower, other than any  increase  or
          decrease   of  less  than  1%  of  the  Borrower's  common  stock
          outstanding in any one year.

                            ARTICLE 5 - NEGATIVE COVENANTS

                    For  so long as this Agreement is in effect, and unless
          the Lender expressly  consents  in  writing  otherwise  or to the
          contrary,  the Borrower hereby expressly covenants and agrees  to
          the following negative covenants:

                    5.1. The  Borrower  shall  not permit its Capital as of
          the end of any fiscal quarter during the  term  of this Agreement
          to be less than $10,500,000 (excluding the accounting  effects of
          FASB Statement No. 91).

                    5.2. The Borrower shall not permit the Total Risk-Based
          Capital Ratio of the Borrower or any of the MidSouth Subsidiaries
          as  of  the  end  of  any  fiscal  year  during  the term of this
          Agreement to be less than 10.0%.

                    5.3. The Borrower shall not, and shall not  permit  any
          of  the MidSouth Subsidiaries to, fail to comply with any minimum
          capital  requirement  imposed  by  any of their federal and state
          regulators.

                    5.4. The Borrower shall not  permit the earnings of the
          MidSouth Subsidiaries, on an annualized  basis  as  of the end of
          each  calendar  quarter  (taking  into  account any retained  net
          profits in accordance with OCC regulations  regarding the payment
          of dividends) during the term of this Agreement,  to be less than
          adequate  on  a prospective basis to pay to the Borrower  in  the
          immediately  succeeding   calendar   year   legally   permissible
          dividends in amounts sufficient to fund the payments of principal
          and  interest  on  the  Loan  required  under  the  Note and this
          Agreement during such year, except to the extent that  new  funds
          
                                     8

<PAGE>
          
          available  for  debt service in an amount sufficient to cover the
          prospective deficiency  are  made  available to the Borrower in a
          manner that does not violate any covenant  in  this  Agreement or
          any other Financing Document.

                    5.5. The Borrower shall not permit its or any  MidSouth
          Subsidiaries'  Weighted  Average Return on Assets for each fiscal
          year ending during the term  of  this  Agreement  to be less than
          0.50%.

                    5.6. The  Borrower  shall not permit the allowance  for
          loan and lease losses of any of  the  MidSouth Subsidiaries to be
          less than 1.0% of its gross loans for each  fiscal quarter ending
          during the term of this Agreement.

                    5.7. The  Borrower and each MidSouth  Subsidiary  shall
          maintain the following asset quality ratios:

                         (a)  Net  Charge  Offs  will be less than 1.00% of
          average loans.

                         (b)  Non-Performing Loans shall be less than 1.50%
          of gross loans.

                         (c)  Non-Performing Loans  plus  other real estate
                              owned  shall  be  less  than 2.00%  of  total
                              assets.

                    5.8. The  Borrower shall neither declare  nor  pay  any
          dividend nor make any  distribution on any shares of stock of the
          Borrower  or  to  its  stockholders   (other  than  dividends  or
          distributions payable in shares of stock  of  the  Borrower)  nor
          shall  the Borrower retire, redeem, purchase or otherwise acquire
          for value,  directly  or  indirectly,  any  shares of the capital
          stock of the Borrower (nor permit any Subsidiary  to  do  so)  if
          such  declaration,  payment,  distribution, retirement, purchase,
          redemption or other acquisition  would  result  in  an  Event  of
          Default hereunder or an event which, with the giving of notice or
          passage  of  time  (or  both),  would constitute such an Event of
          Default.

                    5.9. The Borrower shall  not,  nor  permit any MidSouth
          Subsidiary  to,  incur,  create, assume or permit  to  exist  any
          indebtedness or liability  for  borrowed  money other than to the
          Lender,  the  Borrower  or  a  wholly-owned  Subsidiary   of  the
          Borrower,   without  prior  Lender  approval,  except  that  this
          covenant shall  not  apply  to  deposits,  repurchase agreements,
          overdrafts, borrowing of federal funds, FHLB  advances, and other
          banking transactions entered into by a MidSouth Subsidiary in the
          ordinary course of its business.

                    5.10.The Borrower shall not in any manner,  directly or
          indirectly,  become  a  guarantor  of  any  obligation of, or  an
          endorser of, or otherwise assume or become liable upon any notes,
          obligations,  or  other indebtedness of any other  Person  (other
          than a Subsidiary)  except  in  connection  with  the  normal and
          ordinary course of business.

                    5.11.The  Borrower shall not, nor permit any Subsidiary
          to,  transfer  all  or  substantially   all  of  its  assets  to,
          consolidate with or merge with any other Person or acquire all or
          substantially all of the properties or capital stock of any other
          Person, or create any Subsidiary or enter into any partnership or
          joint venture.

                                     9

<PAGE>

                    5.12.The Borrower shall not, nor  permit any Subsidiary
          to, change or amend its articles or certificate  of incorporation
          or association or its by-laws.

                    5.13.The  Borrower  shall  not  permit  any  Subsidiary
          (either  directly  or  indirectly  by  the issuance of rights  or
          options  for,  or securities convertible into,  such  shares)  to
          issue, sell or otherwise  dispose  of  any shares of any class of
          its stock (other than directors' qualifying shares) except to the
          Borrower or a wholly-owned Subsidiary of the Borrower.

                    5.14.The Borrower shall not sell  or  otherwise dispose
          of,  or  part with control of, any securities or indebtedness  of
          any Subsidiary,  and  the Borrower shall not pledge, hypothecate,
          assign, transfer or grant  a  security  interest  in  any  of the
          capital stock or other securities of any of its Subsidiaries.

                    5.15.Neither  the  Borrower  nor  any  Subsidiary shall
          incur  or  suffer  to  exist  any  material  accumulated  funding
          deficiency  within  the  meaning of ERISA or incur  any  material
          liability to the Pension Benefit Guaranty Corporation established
          under ERISA (or any successor thereto under ERISA).


                           ARTICLE 6 - CONDITIONS PRECEDENT

                    All of the Lender's  obligations  under this Agreement,
          including without limitation any obligation to  make  any advance
          of the Loan to the Borrower, are subject to the prior fulfillment
          of  each of the following conditions, and the Borrower shall  use
          its best  efforts to cause each of the following conditions to be
          so fulfilled:

                    6.1. All representations and warranties of the Borrower
          contained in  this  Agreement  and  in  each and every one of the
          other Financing Documents shall be true,  correct,  complete  and
          accurate  in  all material respects on and as of the date of each
          advance of the Loan.

                    6.2. The  Borrower  and each Subsidiary shall have duly
          and properly performed in all material  respects  all  covenants,
          agreements,  and  obligations  required  by  the  terms  of  this
          Agreement or any of the other Financing Documents to be performed
          by the Borrower or the Subsidiary.

                    6.3. The Borrower shall not have taken or permitted  to
          be  taken  any  actions  which  would  conflict  with  any of the
          provisions of Article V hereof.

                    6.4. Since  the  date  of  this  Agreement  no material
          adverse  change  shall  have  occurred  in the Borrower's or  any
          Subsidiary's  condition  (financial  or  otherwise),  or  in  the
          business,   properties,   assets,  liabilities,   prospects,   or
          management of the Borrower or any Subsidiary.

                    6.5. Prior to the  advance  of  the  Loan, the Borrower
          shall  have  delivered  to  the  Lender  the following  described
          documents:

                         (a)  This Agreement duly executed by the Borrower;
                         
                                     10

<PAGE>
                         
                         (b)  The Note duly executed by the Borrower;

                         (c)  The  Pledge Agreement duly  executed  by  the
                              Borrower;

                         (d)  A Certificate  of the Borrower's Secretary or
                              Assistant Secretary,  in  form  and substance
                              satisfactory to the Lender, with  respect  to
                              the  corporate  documents of the Borrower and
                              MidSouth National  Bank,  the  resolutions of
                              the  Borrower's  directors  authorizing   the
                              execution  of  this  Agreement  and the other
                              Financing  Documents, and such other  matters
                              as the Lender may reasonably require;

                         (e)  A  copy  of  the  Borrower's  certificate  or
                              articles of incorporation  certified  by  the
                              Secretary  of  State  of  the  state  of  its
                              incorporation;

                         (f)  A  certificate  of  the Secretary of State of
                              the  state  of  the Borrower's  incorporation
                              certifying that the Borrower is a corporation
                              duly organized and in good standing under the
                              laws of such state;

                         (g)  A   copy   of   MidSouth    National   Bank's
                              certificate  or articles of incorporation  or
                              association  certified   by   its  chartering
                              authority;

                         (h)  An  opinion  of  legal counsel, in  form  and
                              substance satisfactory  to  the  Lender, with
                              respect   to   the  Borrower's  and  MidSouth
                              National Bank's  organization  and authority,
                              the enforceability of this Agreement  and the
                              Financing  Documents,  and such other matters
                              as the Lender may reasonably require; and

                         (i)  Such   other   documents,   instruments   and
                              agreements as may be reasonably  required  by
                              the   Lender   or  the  Lender's  counsel  in
                              connection with the Loan hereunder.

                    6.6. No  Event  of Default or  event  which,  with  the
          giving of notice or passage  of  time (or both), would constitute
          an Event of Default under the terms of this Agreement, shall have
          occurred.

                    6.7. All other matters incidental to the Loan hereunder
          shall be satisfactory to the Lender.

                            ARTICLE 7 - EVENTS OF DEFAULT

                    The occurrence of any one  or  more  of  the  following
          events  will  constitute  an  event of default (herein called  an
          "Event of Default") by the Borrower under this Agreement:

                    7.1. Failure of the Borrower punctually to make payment
          of any amount payable, whether  principal  or  interest  or other
          amount, on any of the Liabilities, whether at maturity, or  at  a
          
                                     11

<PAGE>
          
          date  fixed  for  any  prepayment  or  partial  prepayment, or by
          acceleration or otherwise.

                    7.2. If any statement, representation,  or  warranty of
          the  Borrower  made  in  this  Agreement  or  in any of the other
          Financing Documents or at any time furnished by  or  on behalf of
          the Borrower to the Lender proves to have been untrue, incorrect,
          misleading, or incomplete in any material respect as of  the date
          made.

                    7.3. Failure  of  the Borrower punctually and fully  to
          perform, observe, discharge or  comply  with any of the covenants
          set forth in Article V hereof.

                    7.4. Failure of the Borrower punctually  and  fully  to
          perform,  observe,  discharge  or  comply  with  any of the other
          covenants set forth in this Agreement, which failure is not cured
          within  thirty  (30)  days  after notice from the Lender  to  the
          Borrower.

                    7.5. The occurrence  of a default, an event of default,
          or an Event of Default under any of the other Financing Documents
          or under any other agreement to which the Borrower and the Lender
          are  parties  or  under  any  other instrument  executed  by  the
          Borrower in favor of the Lender.

                    7.6. If  the  Borrower   or   any   Subsidiary  becomes
          insolvent as defined in the Uniform Commercial Code of Georgia or
          makes  an  assignment  for the benefit of creditors;  or  if  any
          action  is brought by the  Borrower  or  any  Subsidiary  seeking
          dissolution  of the Borrower or such Subsidiary or liquidation of
          its assets or  seeking  the  appointment  of  a  trustee, interim
          trustee, receiver, or other custodian for any of its property; or
          if  the  Borrower  or  any Subsidiary commences a voluntary  case
          under the Federal Bankruptcy  Code;  or  if any reorganization or
          arrangement  proceeding  is  instituted by the  Borrower  or  any
          Subsidiary  for  the  settlement,  readjustment,  composition  or
          extension of any of its debts upon any terms; or if any action or
          petition is otherwise brought  by  the Borrower or any Subsidiary
          seeking similar relief or alleging that it is insolvent or unable
          to pay its debts as they mature; provided that this Section shall
          not apply to an action for receivership  or dissolution under the
          Louisiana  Business Corporation Law so long  as  such  action  is
          contested in good faith by the Borrower.

                    7.7. If  any  action is brought against the Borrower or
          any  Subsidiary  seeking dissolution  of  the  Borrower  or  such
          Subsidiary or liquidation  of  any  of  its assets or seeking the
          appointment  of  a trustee, interim trustee,  receiver  or  other
          custodian for any  of  its property, and such action is consented
          to or acquiesced in by the  Borrower or such Subsidiary or is not
          dismissed  within  30  days  of  the   date  upon  which  it  was
          instituted;  or  if any proceeding under the  Federal  Bankruptcy
          Code is instituted against the Borrower or any Subsidiary and (i)
          an order for relief  is  entered  in such proceeding or (ii) such
          proceeding is consented to or acquiesced  in  by  the Borrower or
          such Subsidiary or is not dismissed within 30 days  of  the  date
          upon  which  it  was  instituted;  or  if  any  reorganization or
          arrangement proceeding is instituted against the  Borrower or any
          Subsidiary  for  the  settlement,  readjustment, composition,  or
          extension of any of its debts upon any terms, and such proceeding
          is  consented  to  or  acquiesced  in by  the  Borrower  or  such
          Subsidiary or is not dismissed within  30  days  of the date upon
          which  it  was  instituted;  or  if  any  action  or petition  is
          otherwise brought against the Borrower or any Subsidiary  seeking
          similar  relief  or alleging that it is insolvent, unable to  pay
          
          
          
                                     12

<PAGE>
          
          
          
          its debts as they  mature,  or  generally not paying its debts as
          they become due, and such action  or  petition is consented to or
          acquiesced  in  by  the  Borrower or such Subsidiary  or  is  not
          dismissed within 30 days of  the  date upon which it was brought;
          provided  that this Section shall not  apply  to  an  action  for
          receivership   or   dissolution   under  the  Louisiana  Business
          Corporation Law so long as such action is contested in good faith
          by the Borrower.

                    7.8. If the Borrower or any Subsidiary is in default on
          indebtedness to another Person or an  event  has  occurred which,
          with the giving of notice or passage of time, or both, will cause
          the  Borrower or any Subsidiary to be in default on  indebtedness
          to another  Person,  and  the amount of such indebtedness exceeds
          $100,000 or the acceleration of the maturity of such indebtedness
          would have a material adverse  effect  upon  the Borrower or such
          Subsidiary.

                    7.9. Any other material adverse change  occurs  in  the
          Borrower's  financial  condition  or  means or ability to pay the
          Liabilities.

                    7.10.If any cease and desist  order  has  been  entered
          against  Borrower or any Subsidiary by any federal or state  bank
          or bank holding  company  regulatory  agency  or  body, or if the
          Borrower or any Subsidiary enters into any form of  memorandum of
          understanding,  plan  of  corrective  action, or letter agreement
          with  any  such  federal or state bank or  bank  holding  company
          regulatory agency  or  body  concerning  a material aspect of its
          business, or if any other regulatory enforcement  action is taken
          against    Borrower   or   any   Subsidiary   relating   to   the
          capitalization,  management or material operation of the Borrower
          or any Subsidiary.

                    7.11.If  Borrower  or  any  Subsidiary  is  indicted or
          convicted or pleads guilty or nolo contendere to any charge  that
          Borrower  or  such  Subsidiary  has  violated  the  Federal Money
          Laundering  Control  Act,  the  Controlled  Substances  Act,  the
          Currency  and  Foreign  Transactions  Reporting  Act or any other
          federal,  state  or  local  drug,  controlled  substances,  money
          laundering,  currency  reporting, racketeering, or  racketeering-
          influenced-and-corrupt-organization  statute  or  regulations, or
          any  other  similar  federal,  state or local forfeiture  statute
          (including without limitation 18 U.S.C. Section 1963).

                    7.12.If any Person (other  than  a  Person who controls
          Borrower  as of the date of this Agreement) or group  of  Persons
          acting in concert  (other  than a group of Persons which controls
          Borrower as of the date of this  Agreement)  shall  at  any  time
          after  the date of the Agreement acquire control of the Borrower,
          as such  term  is  defined  by  the Change in Bank Control Act of
          1978, as amended, 12 U.S.C. Section 1817(j), and  the  rules  and
          regulations  adopted  thereunder;  provided,  however,  that  the
          Borrower's employee stock option plan  and J. B. Hargroder, M. D.
          may each acquire up to an aggregate of 25% and 12%, respectively,
          of the Borrower's stock without constituting  an Event of Default
          hereunder.

                    7.13.If the Borrower ceases to own 100%  of  the issued
          and  outstanding  capital  stock  of, or to control, the MidSouth
          Subsidiaries.


                                     13

<PAGE>


                          ARTICLE 8 - REMEDIES UPON DEFAULT

                    8.1. Upon the occurrence of an Event of Default:

                         (a)  Any of the Liabilities  may  (notwithstanding
          any provisions contained therein or herein to the  contrary),  at
          the  option of the Lender and without presentment, demand, notice
          or protest  of any kind (all of which are expressly waived by the
          Borrower  in  this  Agreement),  be  declared  due  and  payable,
          whereupon they immediately will become due and payable;

                         (b)  Except  as  otherwise  provided in the Pledge
          Agreement, the Lender may also, at its option, and without notice
          or demand of any kind, exercise from time to  time  any  and  all
          rights and remedies available to it under this Agreement or under
          any  of  the  other Financing Documents, as well as exercise from
          time to time any  and  all  rights  and  remedies  available to a
          secured  party  when  a  debtor  is  in  default under a security
          agreement as provided in the Uniform Commercial  Code of Georgia,
          or available to the Lender under any other applicable  law  or in
          equity,  including without limitation the right to any deficiency
          remaining after disposition of the Collateral; and

                         (c)  The  Borrower shall pay all of the reasonable
          costs and expenses incurred by the Lender in enforcing its rights
          under this Agreement and the  other  Financing Documents.  In the
          event any claim under this Agreement or  under  any  of the other
          Financing Documents is referred to an attorney for collection, or
          collected by or through an attorney at law, the Borrower  will be
          liable  to  the Lender for all expenses incurred by it in seeking
          to collect the Liabilities or to enforce its rights hereunder, in
          the other Financing  Documents  or  in the Collateral, including,
          without limitation, reasonable attorneys' fees.

                    8.2. Any  proceeds  from  disposition  of  any  of  the
          Collateral may be applied by the Lender  first  to the payment of
          all  expense and costs incurred by the Lender in collecting  such
          Liabilities, in enforcing the rights of the Lender under each and
          every one of the Financing Documents and in collecting, retaking,
          holding, preparing the Collateral for and advertising the sale or
          other   disposition   of   and  realizing  upon  the  Collateral,
          including, without limitation, reasonable attorneys' fees as well
          as all other legal expenses and court costs.  Any balance of such
          proceeds may be applied by the  Lender toward the payment of such
          of the Liabilities and in such order of application as the Lender
          may from time to time elect.  The  Lender  shall pay the surplus,
          if any, to the Borrower.  The Borrower shall  pay the deficiency,
          if any, to the Lender.

                              ARTICLE 9 - MISCELLANEOUS

                    9.1. Time is of the essence of this Agreement.

                    9.2. This  Agreement, together with all  of  the  other
          Financing   Documents,   supersedes    all   prior   discussions,
          understandings and agreements by and between the Borrower and the
          Lender with respect to the Loan and the  Collateral, and together
          they  constitute  the  sole  and  entire  agreement  between  the
          parties.

                    

                                     15

<PAGE>
                    
                    
                    
                    9.3. This  Agreement  and  the security  interests  and
          security  title  conveyed  under  the Financing  Documents  shall
          remain  in  full force and effect until  such  time  as  (i)  the
          Liabilities are  repaid  in  full,  (ii)  the  Lender is under no
          obligation to make loans or other financial accommodations to the
          Borrower,  and (iii) either party in writing notifies  the  other
          that it is thereby terminating this Agreement.


                    9.4. The  Lender will not be deemed as a consequence of
          any  act, delay, failure,  omission,  or  forbearance  (including
          without limitation failure to exercise its rights of accelerating
          the maturity  of  any  of  the  Liabilities  or other indulgences
          granted from time to time by the Lender) or for any other reason:
          (i) to have waived, or to be estopped from exercising, any of its
          rights or remedies under this Agreement or under any of the other
          Financing Documents; or (ii) to have modified,  changed, amended,
          terminated,  rescinded,  or superseded any of the terms  of  this
          Agreement or of any of the  other Financing Documents unless such
          waiver, modification, amendment, change, termination, rescission,
          or supersession is express, in  writing  and  signed  by  a  duly
          authorized  officer of the Lender.  No single or partial exercise
          by the Lender  of  any  right  or  remedy  will preclude other or
          further exercise thereof or preclude the exercise of any right or
          remedy, and a waiver expressly made in writing  on  one  occasion
          will be effective only in that specific instance and only for the
          precise purpose for which given, and will not be construed  as  a
          consent  to  or  a  waiver  of  any right or remedy on any future
          occasion.

                    9.5. Except as provided  otherwise  in  this Agreement,
          all notices and other communications under this Agreement  are to
          be in writing and are to be deemed to have been duly given and to
          be  effective  upon  delivery  to  the  party  to  whom  they are
          directed.   If  sent by U.S. mail, first class, certified, return
          receipt requested,  postage  prepaid, and addressed to the Lender
          or  to  the  Borrower at their respective  addressees  set  forth
          below, such notices,  demands  and other communications are to be
          deemed to have been delivered on  the  second  business day after
          being so posted.

          If to the Lender:   The Bankers Bank
                              300 Northcreek, Suite 800
                              3715 Northside Parkway
                              Atlanta, Georgia 30327
                              Attn:  Jack Gardner, Vice President

          If to the Borrower: MidSouth Bancorp, Inc.
                              Versailles Centre
                              102 Versailles Boulevard
                              Lafayette, Louisiana 70501
                              Attn:C.R. Cloutier, President
                                   and Chief Executive Officer

          Either the Lender or the Borrower may, by written  notice  to the
          other,  designate a different address for receiving notices under
          this Agreement; provided, however, that no such change of address
          will  be effective  until  written  notice  thereof  is  actually
          received by the party to whom such change of address is sent.


                                     16

<PAGE>


                    9.6. The  Borrower  may not, without the consent of the
          Lender, assign or transfer any  of its rights or duties hereunder
          or under any of the other Financing Documents.

                    9.7. The Lender may at  any time grant participation in
          or sell, assign, transfer or otherwise  dispose  of,  all  or any
          portion  of the indebtedness of the Borrower outstanding pursuant
          to this Agreement  and the Note.  The Borrower hereby agrees that
          any holder of a participation  in, and any assignee or transferee
          of, all or any portion of any amount  owed  by the Borrower under
          this Agreement and the Note (i) shall be entitled to the benefits
          of the provisions of this Agreement as the Lender  hereunder, and
          (ii) may exercise any and all rights of the banker's  lien,  set-
          off  or  counterclaim with respect to any and all amounts owed by
          the Borrower  to  such assignee, transferee or holder as fully as
          if such assignee, transferee  or  holder had made the Loan in the
          amount of the obligation in which it  holds  a  participation  or
          which is assigned or transferred to it.

                    9.8. All  statements,  reports, certificates, opinions,
          and other documents or information  furnished to the Lender under
          the Financing Documents shall be supplied by the Borrower without
          cost to the Lender.  Further, the Borrower  shall  reimburse  the
          Lender  on  demand  for  all  out-of-pocket  costs  and  expenses
          (including legal fees) incurred by the Lender in connection  with
          the  preparation,  establishment,  interpretation, operation, and
          enforcement  of  the Financing Documents  or  the  protection  or
          preservation of any  right or claim of the Lender with respect to
          the Financing Documents.

                    9.9. The Borrower  will  pay  all  taxes  (if  any)  in
          connection  with  this  Agreement,  any  of  the  other Financing
          Documents,  any  loan made in connection with this Agreement,  or
          the issuance or ownership  of  any of the Financing Documents and
          in connection with any modification of said loan, this agreement,
          or any of the Financing Documents  (excluding, however, any taxes
          imposed upon or measured by the net  income  of  the Lender), and
          will  save  the  Lender  harmless without limitation as  to  time
          against any and all liabilities  with  respect to all such taxes.
          The obligations of the Borrower under this  section shall survive
          the  payment  of  the  Liabilities  and the termination  of  this
          Agreement.

                    9.10.  In  addition  to any other  amounts  payable  by
          Borrower under this Agreement, Borrower  hereby agrees to pay and
          indemnify  Lender  from  and  against  all  claims,  liabilities,
          losses,  costs,  and  expenses  (including,  without  limitation,
          reasonable attorneys' fees and expenses) which  Lender may (other
          than as a result of the gross negligence or willful misconduct of
          Lender),  incur  or be subject to as a consequence,  directly  or
          indirectly, of (i)  any  breach by Borrower of any warranty, term
          or condition in, or the occurrence  of  any  default  under, this
          Agreement or any other Financing Document, including all  fees or
          expenses  resulting  from the settlement or defense of any claims
          or liabilities arising as a result of any such breach or default,
          (ii) Lender's making,  holding,  or administering the Loan or the
          Collateral, (iii) allegations of participation or interference by
          Lender in the management, contractual  relations or other affairs
          of Borrower or any Subsidiary, (iv) allegations  that  Lender has
          joint  liability with Borrower or any Subsidiary for any  reason,
          and (v) any suit, investigation, or proceeding as to which Lender
          or such  participant  is  involved  as a consequence, directly or
          indirectly,  of  its execution of this  Agreement  or  any  other
          Financing  Document,   or   any   other   event   or  transaction
          contemplated  by  any  of  the  foregoing.   The  obligations  of
          Borrower under this Section 9.10 shall survive the termination of
          this Agreement.

                                     16

<PAGE>


                    9.11.   Upon  the  occurrence  of  an Event of  Default
          hereunder, the Lender, without notice or demand  of any kind, may
          hold and set off against such of the Liabilities (whether matured
          or unmatured) as the Lender may elect, any balance  or  amount to
          the  credit  of  the  Borrower  in  any deposit, agency, reserve,
          holdback or other account of any nature  whatsoever maintained by
          or  on  behalf  of the Borrower with the Lender  at  any  of  its
          offices, regardless  of  whether  such  accounts  are  general or
          special and regardless of whether such accounts are individual or
          joint.   Any  Person  purchasing  an interest in debt obligations
          under this Agreement held by the Lender  may  exercise all rights
          of  offset  with  respect to such interest as fully  as  if  such
          Person were a holder  of debt obligations hereunder in the amount
          of such interest.

                    9.12.  If at  any  time  the  Lender upon advice of its
          counsel  shall  determine  that  any further  document  shall  be
          required to effect this Agreement  and the transactions and other
          agreements contemplated thereby, the  Borrower  shall,  and shall
          cause its Subsidiaries to, execute and deliver such document  and
          otherwise carry out the purposes of this Agreement.

                    9.13.   This  Agreement  and all of the other Financing
          Documents have been made and delivered  in  the State of Georgia,
          and  the  terms, provisions and performance thereof  are  in  all
          respects,   including   without   limitation   all   matters   of
          construction,    interpretation,   validity,   enforcement,   and
          performance, to be  construed  in accordance with and governed by
          the laws of that State, including  without limitation the Uniform
          Commercial  Code  of  Georgia,  as amended  from  time  to  time.
          Wherever possible, each provision  of  this Agreement and of each
          and  every  one  of  the  other  Financing  Documents  is  to  be
          interpreted  in such manner as to be effective  and  valid  under
          applicable law,  but  if  any  provision thereof is prohibited or
          invalid under such law, such provision  is to be ineffective only
          to  the  extent  of  such  prohibition  or  invalidity,   without
          invalidating  the  remainder  of  such provision or the remaining
          provisions of this Agreement or of  any  of  the  other Financing
          Documents.

                    9.14.   "Herein," "hereof," and "hereunder"  and  other
          words of similar import  refer  to  this Agreement as a whole and
          not  to  any  particular  article, paragraph,  section  or  other
          subdivision.

                    9.15.  The titles of the Articles appear as a matter of
          convenience only and shall not affect the interpretation hereof.

                    9.16.   Words  importing   the  singular  number  shall
          include the plural number and vice versa, and pronouns used shall
          be deemed to cover all genders.


                                     17

<PAGE>


                    IN  WITNESS  WHEREOF,  the  Lender  has  executed  this
          Agreement,  and  the  Borrower has executed  this  Agreement  and
          placed its seal hereon,  all  as  of the day and year first above
          written.

                                   BORROWER:

                                        MIDSOUTH BANCORP, INC.


                                        By: ____________________________
                                             C. R. Cloutier
                                             Title:  President and Chief
                                                     Executive Officer
                                                     ___________________

                                        Attest:      ___________________


                                             Title:  ___________________


                                                  [CORPORATE SEAL]

                                   LENDER:

                                        THE BANKERS BANK


                                        By: ____________________________

                                             Jack Gardner
                                             Title:  Vice President
                                                     ___________________

                                        Attest:      ___________________


                                             Title:  ___________________


                                                  [BANK SEAL]
                                     
                                     18

<PAGE>

                                     
                                     Schedule 3.2

                  Number and Class of All Authorized and Outstanding
                           Stock of MidSouth National Bank


               Common  stock,  par  value  $5.00  per share, 437,500 shares
          authorized and 350,000 shares issued and outstanding.
































                                     19

<PAGE>


                                 GRID PROMISSORY NOTE

          $2,500,000                                          June 23, 1997


               FOR VALUE RECEIVED, the undersigned, MIDSOUTH BANCORP, INC.,
          a  Louisiana corporation (the "Borrower"), promises to pay to the
          order   of  THE  BANKERS  BANK,  a  Georgia  banking  corporation
          (hereinafter  called  the  "Lender" and, together with any holder
          hereof, called the "Holder"),  at 300 Northcreek, Suite 800, 3715
          Northside Parkway, Atlanta, Georgia 30327 (or at such other place
          as  the  Holder may designate in writing  to  the  Borrower),  in
          lawful money  of  the United States of America, the principal sum
          of  TWO  MILLION  FIVE   HUNDRED   THOUSAND  AND  NO/100  DOLLARS
          ($2,500,000) or, if less, so much thereof  as  has  been advanced
          and  is  outstanding  hereunder,  plus  interest  as  hereinafter
          provided.

               This  Note is the Note made and given as described  in  that
          certain Loan  Agreement  dated  as  of June 23, 1997, between the
          Borrower and the Lender (the "Loan Agreement").   In the event of
          any inconsistency between this Note and the Loan Agreement,  this
          Note shall control.  All capitalized terms used herein shall have
          the meanings ascribed to such terms in the Loan Agreement, except
          to  the  extent  such  capitalized terms are otherwise defined or
          limited herein.

               The Borrower shall  be  entitled  to  borrow funds hereunder
          pursuant to the terms and conditions of the Loan Agreement.

               The Borrower hereby authorizes the Holder  to endorse on the
          Schedule annexed to this Note all advances of funds  made  to the
          Borrower and all payments of principal amounts in respect of  the
          Loan, which endorsements shall, in the absence of manifest error,
          be conclusive as to the outstanding principal amount of the Loan;
          provided,  however,  that  the failure to make such notation with
          respect  to any Loan or payment  shall  not  limit  or  otherwise
          affect the obligations of the Borrower under this Note.

               The  Borrower   promises  to  pay  interest  on  the  unpaid
          principal amount outstanding hereunder, at a simple interest rate
          per annum equal to the  Prime  Rate  Basis.   "Prime  Rate Basis"
          shall mean, on any day, a simple interest rate per annum equal to
          the Prime Rate minus fifty basis points (0.50%).

               "Prime  Rate"  shall  mean, on any day, the rate of interest
          published as the "Prime Rate"  as  of  such  day appearing in the
          "Money Rates" section of the Eastern Edition of  the  Wall Street
          Journal or any successor to such section.  If more than  one such
          rate shall be published, then the Prime Rate shall be the  higher
          or  highest  of  such  rates.  The Prime Rate in effect as of the
          close of business of each  day shall be the applicable Prime Rate
          for the day and each succeeding  non-business  day in determining
          the applicable Prime Rate Basis.

               Interest shall be calculated on the basis of  a 360-day year
          for the actual number of days elapsed.

               
                                     

<PAGE>
               
               
               Interest under this Note shall be due and payable  quarterly
          in  arrears on the last day of each quarter, commencing September
          30, 1997,  and  continuing  to  be  due  on  the last day of each
          quarter  (March  31,  June  30,  September  30,  or December  31)
          thereafter until this Note is paid in full.  Interest  shall also
          be  due  and payable when this Note shall become due (whether  at
          maturity,   by  reason  of  acceleration  or  otherwise).   After
          default, interest  shall also be due and payable upon demand from
          time to time by the Holder as provided below.

               Commencing June  30, 1999, and continuing on June 30 of each
          succeeding calendar year, the indebtedness evidenced by this Note
          shall  be  due  and  payable  in  eight  (8)  consecutive  annual
          installments of principal,  each  in  the amount of 11.11% of the
          amount of the Loan on June 30, 1999, plus  all accrued and unpaid
          interest as hereinabove provided.  The entire outstanding balance
          of  the indebtedness evidenced by this Note,  together  with  all
          accrued  and unpaid interest, shall be due and payable in a ninth
          (9th) and final installment on June 30, 2007.

               Overdue  principal shall bear interest for each day from the
          date it became so due until paid in full, payable on demand, at a
          rate per annum  (computed  on the basis of a 360-day year for the
          actual number of days elapsed) equal to the Prime Rate Basis plus
          three percent (3%).

               In no event shall the amount  of  interest  due  or  payable
          hereunder   exceed  the  maximum  rate  of  interest  allowed  by
          applicable  law,   and   in   the   event  any  such  payment  is
          inadvertently paid by the Borrower or  inadvertently  received by
          the  Holder, then such excess sum shall be credited as a  payment
          of principal,  unless  the  Borrower  shall notify the Holder, in
          writing,  that  the  Borrower  elects  to have  such  excess  sum
          returned to it forthwith.  It is the express  intent  hereof that
          the  Borrower  not  pay  and the Holder not receive, directly  or
          indirectly, in any manner  whatsoever, interest in excess of that
          which may be lawfully paid by the Borrower under applicable law.

               All parties now or hereafter  liable  with  respect  to this
          Note, whether the Borrower, any guarantor, endorser, or any other
          person  or  entity, hereby waive presentment for payment, demand,
          notice of non-payment or dishonor, protest and notice of protest,
          or any other notice of any kind with respect thereto.

               Time is of the essence of this Note.

               No delay  or  omission  on  the  part  of  the Holder in the
          exercise  of  any  right  or  remedy  hereunder, under  the  Loan
          Agreement or any Financing Document, or  at  law  or  in  equity,
          shall  operate  as  a  waiver  thereof,  and no single or partial
          exercise  by the Holder of any right or remedy  hereunder,  under
          the Loan Agreement  or  any  Financing  Document, or at law or in
          equity,  shall  preclude  or  estop another or  further  exercise
          thereof or the exercise of any other right or remedy.

               Should this Note, or any part  of the indebtedness evidenced
          hereby,  be  collected by law or through  an  attorney-at-law  or
          under advice therefrom,  the  Holder shall be entitled to collect
          reasonable attorneys' fees and all costs of collection.


                                     2

<PAGE>


               This Note is entitled to the benefits of the Loan Agreement,
          which contains provisions with respect to the acceleration of the
          maturity  of  this  Note upon the  happening  of  certain  stated
          events, and for prepayment  of  the Loan.  Prepayment of the Loan
          may  be  made  by  the Borrower only  as  provided  in  the  Loan
          Agreement.

               The Holder shall  be under no duty to exercise any or all of
          the rights and remedies given by this Note and the Loan Agreement
          or under any of the other  Financing  Documents  and  no party to
          this  instrument  shall  be  discharged  from the obligations  or
          undertakings hereunder (a) should the Holder release or agree not
          to sue any person against whom the party has, to the knowledge of
          the Holder, a right to recourse, or (b) should  the  Holder agree
          to suspend the right to enforce this Note or Holder's interest in
          any collateral pledged or any guarantee given to secure this Note
          against such person or otherwise discharge such person.

               This Note shall be deemed to be made pursuant to the laws of
          the State of Georgia.

               IN  WITNESS  WHEREOF,  the duly authorized officers  of  the
          Borrower have executed, sealed,  and  delivered  this Note, as of
          the day and year first above written.

                                        MIDSOUTH BANCORP, INC.


                                        By:  _____________________________

                                             C. R. Cloutier
                                             Title: President and Chief
                                                    Executive Officer
                                                    ______________________

                                        ATTEST:     ______________________

                                             Title: ______________________

                                                  [CORPORATE SEAL]
          

                                     3

<PAGE>
<TABLE>
<CAPTION>

                                SCHEDULE TO GRID NOTE


       Date     Amount of     Amount of       Unpaid      Signature of Person
                 Advance      Principal     Principal       Making Notation
                                Repaid      Balance of
                                               Note

<S>             <C>           <C>           <C>           <C>
   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

   ___________________________________________________________________________

CORPORATE RESOLUTION TO BORROW

</TABLE>
<TABLE>
<CAPTION>

                                        
  Principal    Loan Date       Maturity     Loan No   Call   Collateral     Account   Officer   Initials
<S>            <C>            <C>            <C>      <C>       <C>           <C>      <C>        <C>
$1,200,000.00  06-23-1997     05-01-1998     531699   AT:91     PT:63                  780BC

</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

<TABLE>
<CAPTION>

<S>                                                         <C>
Borrower: Financial of the South, Inc. (TIN: 72-1320872)    Lender:  LBA Savings Bank TIN: 72023n60
          315 Johnston Street (P O Box 4921)                         Commercial Lending Division
          Lafayette,LA 70502                                         P. O. Box 3607
                                                                     101 W. Vermilion
                                                                     Lafayette, LA 70502

=====================================================================================================

</TABLE>

I, the undersigned Secretary or Assistant Secretary of Financial Services of 
the South, Inc. (the "Corporation"), HEREBY CERTIFY that the Corporation is
organized and existing under and by virtue of the laws of the State of 
Louisiana as a corporation for profit, with its principal office at 315 
Johnston Street (P O Box 4921), Lafayette, LA 70502, and is duly authorized 
to transact business in the State of Louisiana.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly
called and held on _____________, at which a quorum was present and voting, or 
by other duly authorized corporate action in lieu of a meeting, the following 
resolutions were adopted:

BE IT RESOLVED, that any one (1) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:

     NAMES               POSITIONS           ACTUAL SIGNATURES

Ben P Huval              President          X ______________________

Karen L Hail             Secretary          X ______________________


be and they are hereby specifically authorized, empowered and directed, but
without limitation, to do the following for and on behalf of and in the name of
the Corporation:

Loan. To negotiate and obtain a revolving line of credit from Lender in the
amount of One Millon Two Hundred Thousand & 00/100 Dollars (U.S. S1,200,000.00)
under such terms and conditions as said officers or employees may agree to in
their sole discretion, and for such additional sum or sums of money as in their
Judgment should be borrowed, without limitation.

Loan Agreement. To negotiate and execute a loan agreement in favor of Lender
governing the aforesaid revolving line of credit, containing such terms and
conditions, affirmative and negative covenants and other obligations as said
officers or employees may agree to in their sole discretion.

Note. To execute and deliver to Lender a promissory note evidencing the
Corporation's obligations and indebtedness under the aforesaid revolving line 
of credit.

Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Lender, as security for the payment of any
loans or credit accommodations so obtained, any promissory notes so executed
(including any amendments to or modifications, renewals, and extensions of such
promissory notes), or any other or further indebtedness of the Corporation to
Lender at any time owing, however the same may be evidenced, any property now 
or hereafter belonging to the Corporation or in which the Corporation now or
hereafter may have an interest, including without limitation all real
(immovable) property and all personal (movable) property and rights of the
Corporation. Such property may be mortgaged, pledged, transferred, endorsed,
hypothecated, encumbered or otherwise secured at the time such loans are
obtained or such indebtedness is incurred, or at any other time or times, and
may be either in addition to or in lieu of any property therefore mortgaged,
pledged, transferred, endorsed, hypothecated, encumbered or otherwise secured.

Security Agreements. To execute and deliver one or more mortgages, collateral
mortgages, pledge agreements and other security agreements in favor of Lender 
to secure the prompt and punctual payment and satisfaction of the aforesaid
revolving line of credit, under which said officers or employees may grant a
continuing security interest in the property and/or the rights of the
Corporation as more fully described therein, which mortgages, collateral
mortgages, pledge agreements and other security agreements may contain
provisions for foreclosure under Louisiana executory process procedures,
confessions of judgment, waivers of appraisal and other rights and notices, 
all of which remedies upon default are specifically consented to by this Board 
of Directors.

Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade
acceptances, promissory notes, or other evidences of indebtedness payable to or
belonging to the Corporation in which the Corporation may have an interest, and
either to receive cash for the same or to cause such proceeds to be credited to
the account of the Corporation with Lender, or to cause such other disposition
of the proceeds derived therefrom as they may deem advisable.

Further Acts. In the case of revolving lines of credit, to designate additional
or alternate individuals as being authorized to request advances thereunder, 
and in all cases, to do and perform such other acts and things, to pay any and 
all fees and costs, and to execute and deliver such other documents and 
agreements as they may in their discretion deem reasonably necessary or proper 
in order to carry into effect the provisions of these Resolutions. The 
following person or persons currently are authorized to request advances and 
authorize payments under the revolving line of credit until Lender receives 
written notice of revocation of their authority: Ben P Huval, President; and 
Karen L Hail, Secretary.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions and performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Lender may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Lender. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect 
at the time notice is given.

BE IT FURTHER RESOLVED, that the Corporation will notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (a) change in the name of the Corporation, (b)
change in the assumed business name(s) of the Corporation, (c) change in the
management of the Corporation,, (d) change in the authorized signer(s), (e)
conversion of the Corporation to a new or different type of business entity, or
(f) change in any other aspect of the Corporation that directly or indirectly
relates to any agreements between the Corporation and Lender. No change in the
name of the Corporation will take effect until after Lender has been notified.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set opposite their respective names; that the 
foregoing Resolutions now stand of record on the books of the Corporation; and 
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN TESTIMONY WHEREOF, I have hereunto set my hand on June 23, 1997 and attest
that the signatures set opposite the names listed above are their genuine
signatures.

                         CERTIFIED TO AND ATTESTED BY:

                         X ________________________________

                         X ________________________________

NOTE:  In case the Secretary or other certifying officer is designated by the
foregoing resolutions as on of the signing officers, it is advisable to have
this certificate signed by a secon Officer or Director of the Corporation.

<PAGE>


                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>

                                        
  Principal    Loan Date       Maturity     Loan No   Call   Collateral     Account   Officer   Initials
<S>            <C>            <C>            <C>      <C>       <C>           <C>      <C>        <C>
                                                      AT:91     PT:63                  780BC

</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

<TABLE>
<CAPTION>

<S>                                                         <C>
Borrower: Financial of the South, Inc. (TIN: 72-1320872)    Lender:  LBA Savings Bank TIN: 72023n60
          315 Johnston Street (P O Box 4921)                         Commercial Lending Division
          Lafayette,LA 70502                                         P. O. Box 3607
                                                                     101 W. Vermilion
                                                                     Lafayette, LA 70502

Guarantor:     MidSouth Bancorp. Inc.
               P.O. Box 3745
               Lafayette, LA  70502


=====================================================================================================

</TABLE>


AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited.

DEFINITIONS. The following terms shall have the following meanings when used in
this Agreement:

Agreement. The word "Agreement" means this Guaranty Agreement as this Agreement
may be amended or modified from time to time.

Borrower. The word "Borrower" means individually, collectively and
Interchangeably Financial Services of the South, Inc..

Guarantor. The word "Guarantor". means individually, collectively and
interchangeably MidSouth Bancorp, Inc. and all other persons guaranteeing
payment and satisfaction of Borrower's Indebtedness as hereinafter defined.

Indebtedness. The word "Indebtedness" means Individually, collectively,
interchangeably and without limitation any and all present and future loans,
loan advances, extensions of credit, obligations and/or liabilities that
Borrower may now and/or in the future owe to and/or incur in favor of Lender,
whether direct or indirect, or by way of assignment or purchase of a
participation interest, and whether absolute or contingent, voluntary or
involuntary, determined or undetermined, liquidated or unliquidated, due or to
become due, secured or unsecured, and whether Borrower may be liable
individually, jointly or solidarily with others, whether primarily or
secondarily, or as a guarantor or otherwise, and whether now existing or
hereafter arising, of every nature and kind whatsoever, in principal, interest,
costs, expenses and attorneys' fees and other fees and charges including 
without limitation Borrower's indebtedness and obligations under a certain 
commercial loan agreement and promissory note in favor of Lender dated June 
23, 1997 in the fixed principal amount of U.S. $1,200,000.00. In addition, 
all Interest thereon, costs, expenses, attorneys' fees and other fees and 
charges related thereto under Borrower's Indebtedness shall be fully 
guaranteed hereunder.

Lender. The word "Lender" means LBA Savings Bank, Commercial Lending Division
TIN: 720232760, its successors and assigns, and any subsequent holder or 
holders of Borrower's Indebtedness.

GUARANTEE OF BORROWER'S INDEBTEDNESS. Guarantor hereby absolutely and
unconditionally agrees to, and by these presents does hereby, guarantee the
prompt and punctual payment, performance and satisfaction of any and all of
Borrower's present and future Indebtedness In favor of Lender.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY AGREEMENT UNDER WHICH
GUARANTOR AGREES TO GUARANTEE PAYMENT OF BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS IN FAVOR OF LENDER ON A CONTINUING BASIS. Guarantor's obligations
and liability under this Agreement shall be open and continuous in effect.
Guarantor intends to and does hereby guarantee at all times the prompt and
punctual payment, performance and satisfaction of all of Borrower's present and
future Indebtedness in favor of Lender. Accordingly, any payments made on
Borrower's Indebtedness will not discharge or diminish the obligations and
liability of Guarantor under this Agreement for any remaining and succeeding
Indebtedness of Borrower in favor of Lender.

JOINT, SEVERAL AND SOLIDARY LIABILITY. Guarantor's obligations and liability
under this Agreement shall be on a "solidary" or "joint and several" basis 
along with Borrower to the same degree and extent as if Guarantor had been 
and/or will be a co-borrower, co-principal obligor and/or co-maker of 
Borrower's Indebtedness In the event that there is more than one Guarantor 
under this Agreement, or in the event that there are other guarantors, 
endorsers or sureties of all or any portion of Borrower's Indebtedness, 
Guarantor's obligations and liability hereunder shall further be on a 
"solidary" or "joint and several" basis along with such other guarantors, 
endorsers and/or sureties.

DURATION OF GUARANTY. This Agreement and Guarantor's obligations and liability
hereunder shall remain in full force and effect until such time as this
Agreement may be cancelled or otherwise terminated by Lender under a written
cancellation instrument in favor of Guarantor (subject to the automatic
reinstatement provisions hereinbelow). It is anticipated that fluctuations may
occur in the aggregate amount of Borrower's Indebtedness guaranteed under this
Agreement and it is specifically acknowledged and agreed to by Guarantor that
reductions in the amount of Borrower's Indebtedness, even to zero ($0.00)
dollars, prior to Lender's written cancellation of this Agreement, shall not
constitute or give rise to a termination of this Agreement.

CANCELLATION OF AGREEMENT; EFFECT. Unless otherwise indicated under such a
written cancellation instrument, Lender's agreement to terminate or otherwise
cancel this Agreement shall affect only, and shall be expressly limited to,
Guarantor's continuing obligations and liability to guarantee Borrower's
Indebtedness incurred, originated and/or extended (without prior commitment)
after the date of such a written cancellation instrument; with Guarantor
remaining fully obligated and liable under this Agreement for any and all of
Borrower's Indebtedness incurred, originated, extended, or committed to prior 
to the date of such a written cancellation instrument. Nothing under this 
Agreement or under any other agreement or understanding by and between 
Guarantor and Lender, shall in any way obligate, or be construed to obligate, 
Lender to agree to the subsequent termination or cancellation of Guarantor's 
obligations and liability hereunder; it being fully understood and agreed to 
by Guarantor that Lender has and intends to continue to rely on Guarantor's 
assets, Income and financial resources in extending credit and other 
Indebtedness to and in favor of Borrower, and that to release Guarantor from 
Guarantor's continuing obligations and liabilities under this Agreement would 
so prejudice Lender that Lender may, within its sole and uncontrolled 
discretion and judgment, refuse to release Guarantor from any of its 
continuing obligations and liability under this Agreement for any reason 
whatsoever as long as any of Borrower's Indebtedness remains unpaid and 
outstanding, or otherwise. 

DEFAULT. Should any event of default occur or exist under any of Borrower's
Indebtedness in favor of Lender, Guarantor unconditionally and absolutely 
agrees to pay Lender the then unpaid amount of Borrower's Indebtedness, in 
principal, interest, costs, expenses, attorneys' fees and other few and 
charges. Such payment or payments shall be made at Lender's offices indicated 
above, immediately following demand by Lender.

GUARANTOR'S WAIVERS. Guarantor hereby waives:

(a) Notice of Lender's acceptance of this Agreement.

(b) Presentment for payment of Borrower's Indebtedness, notice of dishonor and
of nonpayment, notice of intention to accelerate, notice of acceleration,
protest and notice of protest, collection or institution of any suit or other
action by Lender in collection thereof, including any notice of default in
payment thereof, or other notice to, or demand for payment thereof, on any
party.

(c) Any right to require Lender to notify Guarantor of any nonpayment relating
to any collateral directly or indirectly securing Borrower's Indebtedness, or
notice of any action or nonaction on the part of Borrower, Lender, or any other
guarantor, surety or endorser of Borrower's Indebtedness, or notice of the
creation of any new or additional Idebtedness subject to this Agreement

(d) Any rights to demand or require collateral security from the Borrower or 
any other person as provided under applicable Louisiana law or otherwise.

(e) Any right to require Lender to notify Guarantor of the terms, time and 
place of any public or private sale of any collateral directly or indirectly 
securing Borrower's Indebtedness.

(f) Any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from brining any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, or any action in lieu of foreclosure.

(g) Any election of remedies by Lender that may destroy or impair Guarantor's
subrogation rights or Guarantor's right to procceed for reimbursement against
Borrower or any other guarantor, surety or endorser of Borrower's Idebtedness,
including without limitation, any loss of rights Guarantor may suffer by reason
of any law limiting, qualifying, or discharging Borrower's Indebtedness.

(h) Any disability or other defense of Borrower, or any other guarantor, surety
or endorser, or any other person, or by reason of the cessation from any cause
whatsoever, other than payment in full of Borrower's Indebtedness.

(i) Any statute of limitations or prescriptive period, if at the time an action
or suit brought by Lender against Guarantor is commenced, there is any
outstanding Indebtedness of Borrower to Lender which is barred by any 
applicable statute of limitations or prescriptive period.

Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences, and that,
under the circumstances, such waivers are reasonable and not contrary to pubic
policy or law.  If any such waiver is determined to be contrary to any
applicable law or public policy, such waiver shall be effective only to the
extent permitted by law.

GUARANTOR'S SUBORDINATION OF RIGHTS.  In the event that Guarantor should for 
any reason (a) advance or lend monies to Borrower, whether


<PAGE>

06-23-1997                COMMERCIAL GUARANTY                            Page 2
Loan No 531699                 (Continued)
===============================================================================

or not such funds are used by Borrower to make payment(s) under Borrower's
Indebtedness, and/or (b) make any payment(s) to Lender or others for and on
behalf of Borrower under Borrower's Indebtedness, and/or (c) make any payment 
to Lender in total or partial satisfaction of Guarantor's obligations and
liabilities under this Agreement, and/or (d) if any of Guarantor's property is
used to pay or satisfy any of Borrower's Indebtedness, Guarantor hereby agrees
that any and all rights that Guarantor may have or acquire to collect from or 
to be reimbursed by Borrower (or from or by any other guarantor, endorser or 
surety of Borrower's Indebtedness), whether Guarantor's rights of collection 
or reimbursement arise by way of subrogation to the rights of Lender or 
otherwise, shall in all respects, whether or not Borrower is presently w 
subsequently becomes insolvent, be subordinate inferior and junior to the 
rights of Lender to collect and enforce payment, performance and satisfaction 
of Borrower's then remaining Indebtedness, until such time as Borrower's 
Indebtedness is fully paid and satisfied.  In the event of Borrower's 
insolvency or consequent liquidation of Borrower's assets, through 
bankruptcy, by an assignment for the benefit of creditors, by voluntary 
liquidation, or otherwise, the assets of Borrower applicable to the payment 
of claims of both Lender and Guarantor shall be paid to Lender and shall be 
first applied by Lender to Borrower's then remaining Indebtedness. Guarantor 
hereby assigns to Lender all claims which it may have or acquire against 
Borrower or any assignee or trustee of Borrower in bankruptcy;
provided that, such assignment shall be effective only for the purpose of
assuring to Lender full payment of Borrower's Indebtedness guaranteed under 
this Agreement.

If now or hereafter (a) Borrower shall be or become insolvent, and (b)
Borrower's Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and 
relinquishes in favor of Lender and Borrower, and their respective successors, 
any claim or right to payment Guarantor may now have or hereafter have or 
acquire against Borrower, by subrogation or otherwise, so that at no time 
shall Guarantor be or become a "creditor" of Borrower within the meaning of 
11 U.S.C. section 547(b), or any successor provision of the Federal 
bankruptcy laws.

GUARANTOR'S RECEIPT OF PAYMENTS. Guarantor further agrees to refrain from
attempting to collect and/or enforce any of Guarantor's collection and/or
reimbursement rights against Borrower (or against any other guarantor, surety 
or endorser of Borrower's Indebtedness), arising by way of subrogation or
otherwise, until such time as all of Borrower's then remaining Indebtedness in
favor of Lender is fully paid and satisfied.  In the event that Guarantor 
should for any reason whatsoever receive any payment(s) from Borrower (or any 
other guarantor, surety or endorser of Borrower's Indebtedness) that Borrower 
(or such a third party) may owe to Guarantor for any of the reasons stated 
above, Guarantor agrees to accept such payment(s) in trust for and on behalf 
of Lender, advising Borrower (or the third parry payee) of such fact. Guarantor 
further unconditionally agrees to immediately deliver such funds to Lender, 
with such funds being held by Guarantor over any interim period, in trust for 
Lender. In the event that Guarantor should for any reason whatsoever receive 
any such funds from Borrower (or any third party), and Guarantor should deposit 
such funds in one or more of Guarantor's deposit accounts, no matter where 
located, Lender shall have the right to attach any and all of Guarantor's 
deposit accounts in which such funds were deposited, whether or not such funds 
were commingled with other monies of Guarantor, and whether or not such funds 
then remain on deposit in such an account or accounts. To this end and to 
secure Guarantor's obligations under this Agreement, Guarantor collaterally 
assigns and pledges to Lender, and grants to Lender a continuing security 
interest in, any and all of Guarantor's present and future rights, title and 
interest in and to all monies that Guarantor may now and/or in the future 
maintain on deposit with banks, savings and loan associates and other 
entities (other than tax deterred accounts with Lender), in which Guarantor 
may at any time deposit any such funds that may be received from Borrower (or 
any other guarantor, endorser or surety of Borrower's indebtedness) in favor 
of Lender. 

DEPOSIT ACCOUNTS. As collateral security for repayment of Guarantor's
obligations hereunder and under any additional guaranties previously granted or
to be granted by Guarantor in the future, and additionally as collateral
security for any present and future indebtedness of Guarantor in favor of Lender
(with the exception of any indebtedness under a consumer credit card account),
Guarantor is granting Lender a continuing security interest in any and all funds
that Guarantor may now and in the future have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Guarantor is an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Guarantor further agrees that Lender may at any time apply any funds
that Guarantor may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Guarantor is an account holder against the
unpaid balance of any and all other present and future obligations and
indebtedness of Guarantor to Lender, in principal, interest, fees, costs,
expenses, and attorneys' fees.

ADDITIONAL COVENANTS. Guarantor agrees that Lender may, at its sole option, at
any time, and from time to time, without the consent of or notice to Guarantor,
or any of them, or to any other party, and without incurring any responsibility
to Guarantor or to any other party, and without impairing or releasing any of
Guarantor's obligations or liabilities under this Agreement:

(a) Make additional secured and/or unsecured loans to Borrower.

(b) Discharge, release or agree not to sue any party (including, but not limited
to, Borrower or any other guarantor, surety, or endorser of Borrower's
Indebtedness), who is or may be liable to Lender for any of borrowers
Indebtedness.

(c) Sell, exchange, release, surrender, realize upon, or otherwise deal with, in
any manner and in any order, any collateral directly or indirectly securing
repayment of any of Borrower's Indebtedness.

(d) Alter, renew, extend, accelerate, or otherwise change the manner, place,
terms and/or times of payment or other terms of Borrower's Indebtedness, or any
part thereof, including any increase or decrease in the rate or rates of
interest on any of Borrower's Indebtedness.

(e) Settle or compromise any of Borrower's Indebtedness.

(t) Subordinate and/or agree to subordinate the payment of all or any part of
Borrower's Indebtedness, or Lender's security rights in any collateral directly
or indirectly securing any such Indebtedness, to the payment and/or security
rights of any other present and/or future creditors of Borrower.

(g) Apply any payments and/or proceeds to any of Borrower's Indebtedness in such
priority or with such preferences as Lender may determine in its sole
discretion, regardless of which of Borrower's Indebtedness then remains unpaid.

(h) Take or accept any other collateral security or guaranty for any or all of
Borrower's Indebtedness.

(i) Enter into, deliver, modify, amend, or waive compliance with, any instrument
or arrangement evidencing, securing or otherwise affecting, all or any pan of
Borrower's Indebtedness.

NO IMPAIRMENT OF GUARANTOR'S OBLIGATIONS. No course of dealing between Lender
and Borrower (or any other Guarantor, surety or endorser of Borrower's
Indebtedness), nor any failure or delay on the part of Lender to exercise any of
Lender's rights and remedies under this Agreement or any other agreement or
agreements by and between Lender and Borrower (or any other guarantor, surety or
endorser), shall have the effect of impairing or releasing Guarantor's
obligations and liabilities to Lender, or of waving any of Lender's rights and
remedies under this Agreement or otherwise. Any partial exercise of any rights
and remedies granted to Lender shall furthermore not constitute a waiver of any
of Lender's other rights and remedies; it being Guarantor's intent and agreement
that Lenders' rights and remedies shall be cumulative in nature. Guarantor
further agrees that, should Borrower default under any of its Indebtedness, any
waiver or forbearance on the part of Lender to pursue Lender's available rights
and remedies shall be binding upon Lender only to the extent that Lender
specifically agrees to such waiver or forbearance in writing. A waiver or
forbearance on the part of Lender as to one event of default shall not
constitute a waiver or forbearance as to any other default.

NO RELEASE OF GUARANTOR. Guarantor's obligations and liabilities under this
Agreement shall not be released, impaired, reduced, or otherwise affected by,
and shall continue in full force and effect notwithstanding the occurrence of
any event, including without limitation any one or more of the following events:

(a) The death, insolvency, bankruptcy, aggangement, adjustment, composition,
liquidation, disability, dissolution, or lack of authority (whether corporate,
partnership or trust) of Borrower ( or any person acting on Borrower's behalf),
or of any guarantor, surety or endorser of Borrower's Indebtedness.

(b) Any payment by Borrower, or any other party, to Lender that is held to
constitute a preferential transfer or a fraudulent conveyance under any
applicable law, or any such amounts or payment which, for any reason, Lender is
required to refund or repay to Borrower or to any other person.

(c) Any dissolution of Borrower, or any sale, lease or transfer of all or any
part of Borrower's assets

(d) Any failure of Lender to notify Guarantor of the making of additional loans
or other extensions of credit in reliance on this Agreement.

AUTOMATIC REINSTATEMENT.  This Agreement and Guarantor's obligations and
liabilities hereunder shall continue to be effective, and/or shall automatically
and retroactively be reinstated, if a release or discharge has occurred, or if
at any time, any payment or part thereof to Lender with respect to any of
Borrower's Indebtedness, is rescinded or must otherwise be restored by Lender
pursuant to any insolvency, bankruptcy, reorganization, receivership, or any
other debt relief granted to Borrower or to any other party to Borrower's
Indebtedness or any such security therefor.  In the event that Lender must
rescind or restore any payment received in total or partial satisfaction of
Borrower's Indebtedness, any prior release or discharge from the terms of this
Agreement given to Guarantor shall be without effect, and this Agreement and
Guarantor's obligations and liabilities hereunder shall authomatically and
retroactively be renewed and/or reinstated and shall remain in full force and
effect to the same degree and extent as if such a release or discharge had never
been granted.  It is the intention of Lender and Guarantor that Guarantor's
obligations and liabilities hereunder shall not be discharged except by
Guarantor's full and complete performance and satisfaction of such obligations
and liabilities; and then only to the extent of such performance.

LEGAL EXISTENCE.  Guarantor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Louisiana.  Guarantor is
duly qualified and in good standing as a foreign corportion in each jurisdiction
where in the nature of the business transacted and the property owned by
Guarantor makes such qualification necessary.  Guarantor's guaranty of
Borrower's Indebtedness and this Agreement does not


<PAGE>

06-23-1997                  COMERCIAL GUARANTY                          Page 3
Loan No 531699                (Continued)
==============================================================================

violate Guarantor's Articles of incorporation or Bylaws. Guarantor has taken all
corporate action necessary to authorize the execution, delivery and performance
of this Agreement.

REPRESENTATIONS AND WARRANTIES BY GUARANTOR. Guarantor represents and warrants
that:

(a) Guarantor has the lawful power to own its properties and to engage in its
business as presently conducted.

(b) Guarantor's guaranty of Borrower's Indebtedness and Guarantor's execution,
delivery and performance of this Agreement are not in violation of any laws and
will not result in a default under any contract, agreement, or instrument to
which Guarantor is a party, or by which Guarantor or its property may be bound.

(c) Guarantor has agreed and consented to execute this Agreement and to
guarantee Borrower's Indebtedness in favor of Lender, at Borrower's request and
not at the request of Lender.

(d) Guarantor will receive and/or has received a direct or indirect material
benefit from the transactions contemplated herein and/or arising out of
Borrower's Indebtedness.

(e) This Agreement, when executed and delivered to Lender, will constitute a
valid, legal and binding obligation of Guarantor, enforceable in accordance with
its terms.

(f) Guarantor has established adequate means of obtaining information from
Borrower on a continuing basis regarding Borrower's financial condition.

(g) Lender has made no representations to Guarantor as to the creditworthiness
of Borrower.

ADDITIONAL OBLIGATIONS OF GUARANTOR. So long as this Agreement remains in
effect, Guarantor has not and will not, without Lender's prior written consent,
sell, lease, assign, pledge, hypothecate, encumber, transfer, or otherwise
dispose of all or substantially all of Guarantor's assets. Guarantor agrees to
keep adequately informed of any facts, events or circumstances which might in
any way affect Guarantor's risks under this Agreement. Guarantor further agrees
that Lender shall have no obligation to disclose to Guarantor any information or
material relating to Borrower or Borrower's Indebtedness.

ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS. Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and deliver
to Lender any and all such financial instruments and documents, and supply such
additional information, as may be necessary or advisable in the opinion of
Lender to obtain the full benefits of this Agreement. Guarantor further agrees
to provide Lender with such financial statements and other related information
at such frequencies and in such detail as Lender may reasonably request.

TRANSFER OF INDEBTEDNESS. This Agreement is for the benefit of Lender and for
such other person or persons as may from time to time become or be the holders
of all or any part of Borrower's Indebtedness. This Agreement shall be
transferable and negotiable with the same force and effect and to the same
extent as Borrower's Indebtedness may be transferable; it being understood and
agreed to by Guarantor that, upon any transfer or assignment of all or any part
of Borrower's Indebtedness, the holder of such Indebtedness shall have all of
the rights and remedies granted to Lender under this Agreement. Guarantor
further agrees that, upon any transfer of all or any portion of Borrower's
Indebtedness, Lender may transfer and deliver any and all collateral securing
repayment of such Indebtedness (including, but not limited to, any collateral
provided by Guarantor) to the transferee of such Indebtedness, and such
collateral shall secure any and all of Borrower's Indebtedness in favor of such
a transferee. Guarantor additionally agrees that, after any such transfer or
assignment has taken place, Lender shall be fully discharged from any and all
liability and responsibility to Borrower and Guarantor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers
and rights with respect to such collateral.

CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from
time to time, one or more times, transfer all or any part of Borrower's
Indebtedness through sales of participation interests in such Indebtedness to
one or more third party lenders. Guarantor specifically agrees and consents to
all such transfers and assignments, and Guarantor further waives any subsequent
notice of such transfers and assignments as may be provided under Louisiana law.
Guarantor additionally agrees that the purchaser of a participation interest in
Borrower's Indebtedness will be considered as the absolute owner of a percentage
interest of such Indebtedness and that such a purchaser will have all of the
rights granted under any participation agreement governing the sale of such a
participation interest. Guarantor waives any rights of offset that Guarantor may
have against Lender and/or any purchaser of such a participation interest, and
Guarantor unconditionally agrees that either Lender or such a purchaser may
enforce Guarantor's obligations and liabilities under this Agreement,
irrespective of the failure or insolvency of Lender or any such purchaser.

NOTICES. Any notice provided in this Agreement must be in writing and will be
considered as given on the day it is delivered and or deposited in the U.S.
mail, postage prepaid, addressed to the person to whom the notice is to be given
at the address shown above or at such other address as any party may designate
to the other in writing. If there is more than one Guarantor under this
Agreement, notice to any Guarantor shall constitute notice to all Guarantors.

ADDITIONAL GUARANTIES. Guarantor recognizes and agrees that Guarantor may have
previously granted, and may in the future grant, one or more additional
guaranties of Borrower's Indebtedness in favor of Lender. Should this occur, the
execution of this Agreement and any additional guaranties on the part of
Guarantor will not be construed as a cancellation of this Agreement or any of
Guarantor's additional guaranties; it being Guarantor's full intent and
agreement that all such guaranties of Borrower's Indebtedness in favor of Lender
shall remain in full force and effect and shall be cumulative in nature and
effect.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

Amendment. No amendment, modification, consent or waiver of any provision of
this Agreement, and no consent to any departure by Guarantor therefrom, shall be
effective unless the same shall be in writing signed by a duly authorized
officer of Lender, and then shall be effective only as to the specific instance
and for the specific purpose for which given.

Caption Headings. Caption headings of the sections of this Agreement are for
convenience purposes only and are not to be used to interpret or to define their
provisions. In this Agreement, whenever the context so requires the singular
includes the plural and the plural also includes the singular.

Severability. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and
enforceable as if the illegal, invalid or unenforceable provision had never
comprised a part of it, and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement, a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and legal,
valid and enforceable.

Successors and Assigns Bound. Guarantor's obligations and liabilities under this
Agreement shall be binding upon Guarantor's successors, heirs, legatees,
devisees, administrators, executors and assigns.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY 0' THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO
FORMAL ACCEPTANCE: LENDER'S NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS
GUARANTY IS DATED JUNE 23, 1997.

GUARANTOR:

MidSouth Bancorp, Inc.

By: ___________________

     C R "Rusty" Cloutier, President/CEO



<PAGE>


                    COMMERCIAL PLEDGE AND SECURITY AGREEMENT



<TABLE>
<CAPTION>

                                        
  Principal    Loan Date       Maturity     Loan No   Call   Collateral     Account   Officer   Initials
<S>            <C>            <C>           <C>       <C>       <C>           <C>      <C>        <C>
$1,200,000.00  06-23-1997     05-01-1998    531699    AT:91     PT:63                  780BC

</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

<TABLE>
<CAPTION>

<S>                                                         <C>
Borrower: Financial of the South, Inc. (TIN: 72-1320872)    Lender:  LBA Savings Bank TIN: 72023n60
          315 Johnston Street (P O Box 4921)                         Commercial Lending Division
          Lafayette,LA 70502                                         P. O. Box 3607
                                                                     101 W. Vermilion
                                                                     Lafayette, LA 70502

Guarantor:     MidSouth Bancorp. Inc.
               P.O. Box 3745
               Lafayette, LA  70502


=====================================================================================================

</TABLE>



THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT is entered into among Financial
Services of the South, Inc. (referred to below as "Borrower"); MidSouth Bancorp,
Inc. (referred to below as "Grantor"); and LBA Savings Bank (referred to below
as "Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a continuing security interest in the Collateral to secure the Indebtedness and
agrees that Lender shall have the rights stated In this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement:

Agreement. The word "Agreement" means this Commercial Pledge and Security
Agreement, as this Commercial Pledge and Security Agreement may be amended or
modified from time to time, together with all exhibits and schedules attached or
to be attached to this Commercial Pledge and Security Agreement from time to
time.

Borrower. The word "Borrower" means individually, collectively and
interchangeably each and every person or entity signing the Note, including
without limitation Financial Services of the South, Inc.

Collateral. The word "Collateral" means individually, collectively and
interchangeably Grantor's present and future rights, title and interest in and
to the following, together with any and all present and future additions
thereto, substitutions therefore, and replacements thereof, together with any
and all present and future certificates and/or instruments evidencing any Stock,
and further together with all Income and Proceeds as described below:

1000.000 shares of Financial Services of the South, Inc., Certificate No.0001

Encumbrances. The word Encumbrances" means individually, collectively and
interchangeably any and all presently existing and/or future mortgages, liens,
privileges and other contractual and/or statutory security interests and rights
of every nature and kind that, now and/or in the future, may affect the
Collateral or any part or parts thereof.

Event of Default. The words "Event of Default" mean individually, collectively,
and interchangeably any of the Events of Default set forth below in the section
titled "Events of Default."

Grantor. The word "Grantor" means individually, collectively and interchangeably
MidSouth Bancorp, Inc. Any Grantor who signs this Agreement, but does not sign
the Note, is signing this Agreement solely to grant a security interest as
affecting Grantor's interest in the Collateral and will not be personally liable
to Lender under the Note except as otherwise provided by contract or by law
(e.g., personal liability under a guaranty or as a surety).

Guarantor. The word "Guarantor" means and includes individually, collectively,
interchangeably and without limitation each and all of the guarantors, sureties,
and accommodation parties in connection with the Indebtedness.

Income and Proceeds. The words "Income and Proceeds" mean all present and future
income, proceeds, earnings, increases, and substitutions from or for the
Collateral of every kind and nature, including without limitation all payments,
interest, profits, distributions, benefits, rights, options, warrants,
dividends, stock dividends of every type and description, stock splits, stock
rights, regulatory dividends, distributions, subscriptions, monies, claims for
money due and to become due, proceeds of any insurance on the Collateral, and
all other types of proceeds, shares of stock of different par value or no par
value issued in substitution or exchange for shares included in the Collateral,
and all other property of every type and description which Grantor is entitled
to receive on account of such Collateral, including accounts, documents,
instruments, chattel paper, and general intangibles. The words "Income and
Proceeds" also specifically include, without limitation, (a) any and all of
Grantor's present and future options, warrants and/or rights accruing from, or
arising out of, or in any way connected with the Collateral, including without
limitation, Grantor's rights to exercise and/or enforce such options, warrants
or rights; (b) any and all of Grantor's present and future rights, title and
interest in and to any and all dividends and other distributions, of every type
and description, to be paid or payable under, or on account of, or attributable
to the Collateral, including without limitation, Grantor's rights to receive and
to collect such dividends and other distributions and Grantor's rights to
enforce performance, collection and/or payment thereof; (c) any and all of
Grantor's present and future rights, title and interest in and to all interest,
income, profits and other benefits and distributions, of every type and
description, derived or to be derived from the Collateral, including without
limitation, Grantor's rights to receive such interest, income, profits, benefits
and other distributions and Grantor's rights to enforce performance, collection
and/or payment thereof, (d) all general intangibles in any way related to the
Collateral; and (e) any and all of Grantor's present and future rights, title
and interest in and to any and all proceeds, of every type and description,
derived or to be derived from the sale, transfer, assignment and/or other
distribution of the Collateral, including the right to receive such proceeds and
Grantor's rights to enforce performance, collection and/or payment thereof.

Indebtedness. The word Indebtedness" means the indebtedness evidenced by the
Note, in principal, interest, costs, expenses and attorneys' fees and all other
fees and charges, together with all other indebtedness and costs and expenses
for which Borrower or Grantor is responsible under this Agreement or under any
of the Related Documents. In addition, the word "Indebtedness" also includes any
and all other loans, extensions of credit, obligations, debts and liabilities,
plus interest thereon, of Borrower or Grantor that may now and in the future be
owed to or incurred in favor of Lender, as well as all claims by Lender against
Borrower or Grantor, whether existing now or later; whether they are voluntary
or involuntary, whether related or unrelated, whether committed or purely
discretionary, due or to become due, direct or indirect or by way of assignment,
determined or undetermined, absolute or contingent, liquidated or unliquidated;
whether Borrower or Grantor may be liable individually or jointly with others,
of every nature and kind whatsoever, in principal, interest, costs, expenses and
attorneys' fees and all other fees and charges; whether Borrower or Grantor may
be obligated as guarantor, surety, accommodation party or otherwise; whether
recovery upon such indebtedness may be or hereafter may become barred by any
statute of limitations; and whether such indebtedness may be or hereafter may
become void or otherwise unenforceable. Notwithstanding the foregoing, Grantor's
pledged "Margin Stock" will not secure additional loans, extensions of credit,
obligations or liabilities in favor of Lender, as provided above, unless and
until Lender complies with the purpose statement requirements of Federal Reserve
Board Regulation U. to the extent applicable.

Lender.  The word "Lender" means LBA Savings Bank TIN:  720232760, its
successors and assigns, and any subsequent holder or holders of the Note, or any
interest therein.

Notes, Instruments and Chattel Paper.  The words "Notes, Instruments and Chattel
Paper" mean individually, collectively and interchangeably Grantor's various
promissory notes, credit sales agreements, installment sale contracts, equipment
leases, instruments, security agreements, chattel paper, and all other similar
obligations and indebtedness, that may now and in the future be owed to or held
by Grantor from whatever source arising, and whcih are pledged to Lender subject
to this Agreement.

Margin Stock.  The term "Margin Stock" means Grantor's Stock that maybe subject
to the applicable loan to value ratio requirements of Federal Reserve Board
Regulation U(12 C.F.R. 221.1, et seq.).  Nothwithstanding the foregoing,
Grantor's pledge "Margin Stock" will not secure additional loans, extensions of
credit, obligations or liabilities in favor of Lender, as provided above , that
are made or incurred after the date of this Agreement, unless and until Lender
complies with the purpose statement requirements of Federal Reserve Board
Regulation U, to the extent applicable.

Note.  The word "Note" means the note or credit agreement dated June 23, 1997,
in the principal amount of $1,200,000.00 from Borrower to Lender, together with
all substitute or replacement notes therefor, as well as renewals, extensions,
modifications, refinancings, consolidations and substitutions of and for the
note or credit agreement.

Obligor.  The word "Obligor" means and includes individually, collectivey and
interchangeably without limitation any and all persons or entitites obligated to
pay money or to perform some other act under the Collateral.  In the context of
Grantor's Collateral, the word "Obligor" means the issuer or issuers of the
Collateral.

Related Documents.  The words "Related Documents" mean and include individually,
collectively, interchangeably and without limitation all promissory notes,
credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, collateral mortgages, deeds of trust, and all
other instruments and documents, whether now or hereafter existing, executed in
connection with


<PAGE>


06-23-1997              COMMERCIAL PLEDGE AND SECURITY AGREEMENT        Page 2
Loan No 531699                          (Continued)                      
===============================================================================

the Indebtedness.

Stock. The word "Stock" means individually, collectively and interchangeably, to
Grantor's stock, and other securities subject to pledge under this Agreement,
together with any and all additions thereto, substitutions therefor or
replacements thereof.

DELIVERY OF COLLATERAL. Contemporaneous with the execution of this Agreement,
Grantor has delivered or will deliver to Lender or Lender's designated agent the
above described Collateral, including without limitation, any and all
certificates and/or instruments evidencing Grantor's Collateral subject to this
Agreement, appropriately endorsed in blank, together with irrevocable stock
powers also endorsed in blank. As long as this Agreement remains in effect,
Grantor further agrees to immediately deliver to Lender, or Lender's designated
agent, any and all additions to and/or substitutions or replacements for the
Collateral, including without limitation any and all future certificates
representing Stock subject hereto that are subsequently issued in favor of
Grantor or that are otherwise held or owned by Grantor. In the event that
Grantor is unable to deliver any of the Collateral to Lender or Lender's
designated agent at the time this Agreement is executed, or should Grantor ever
withdraw or obtain temporary possession of any of the Collateral while this
Agreement remains in effect, either under a trust receipt or otherwise, Grantor
unconditionally agrees to deliver immediately to Lender the Collateral or,
alternatively, such substitute or replacement collateral security as may then be
satisfactory to Lender.

CONTINUING SECURITY INTEREST TO SECURE PRESENT AND FUTURE INDEBTEDNESS. Grantor
affirms that Grantor has granted a continuing security interest in the
Collateral in favor of Lender to secure any and all present and future
indebtedness of Borrower and Grantor in favor of Lender, as may be outstanding
from time to time, in principal, interest, costs, expenses, attorneys' fees and
other fees and charges, with the continuing preferences and priorities provided
under applicable Louisiana law.

DURATION. This Agreement shall remain in full force and effect until such time
as this Agreement and the security interests created hereby are terminated and
cancelled by Lender under a written cancellation instrument in favor of Grantor.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by applicable law, (a) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral and Borrower agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

DEPOSIT ACCOUNTS. As collateral security for repayment of the Indebtedness and
all renewals and extensions, as well as to secure any and all other loans,
notes, indebtedness and obligations that Borrower or Grantor (or any of them)
may now and in the future owe to Lender or incur in Lender's favor, whether
direct or indirect, absolute or contingent, due or to become due, of any nature
and kind whatsoever (with the exception of any indebtedness under a consumer
credit card account), Grantor is granting Lender a continuing security interest
in any and all funds that Grantor may now and in the future have on deposit with
Lender or in whatsoever of deposit or other deposit accounts as to which Grantor
is an account holder (with the exception of IRA, pension, and other tax-deterred
deposits). Grantor further agrees that Lender may at any time apply any funds
that Grantor may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Grantor is an account holder against the
unpaid balance of Borrower's Note and any and all other present and future
indebtedness and obligations that Borrower or Grantor (or any of them) may then
owe to Lender, in principal, interest, fees, costs, expenses, and attorneys'
fees.

GRANTOR'S OBLIGATIONS TO DELIVER COLLATERAL CERTIFICATES, DIVIDENDS,
DISTRIBUTIONS, ETC. In the event that Grantor should ever receive any: (a)
certificates and/or instruments representing any of the Collateral, including
without limitation, any certificates and/or instruments representing Collateral
issued in connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination of shares,
stock split, spin-off, or split-off or any renewal or refinancing of any
Collateral; (b) options, warrants or rights, whether as an addition to, or in
substitution of, or exchange for, any of the Collateral, or otherwise; (c)
non-cash dividends and/or other distributions payable in property, including
securities issued by third parses other than the issuer(s) of the Collateral;
(d) cash and/or cash equivalent interest, dividends or other distributions;
and/or (e) proceeds and/or payments, whether in wash or otherwise, derived or to
be derived from the sale, transfer, assignment, delivery or other distribution
of the Collateral; then Grantor shall accept the same as Lender's agent, in
trust for and on behalf of Lender, and Grantor shall deliver them forthwith to
Lender in the exact form received, with Grantor's endorsement in blank, when
necessary, and/or with irrevocable Collateral powers duly executed by Lender in
blank, with the same to be held in pledge by Lender, subject to the terms and
conditions of this Agreement, as collateral security for repayment of the
Indebtedness, as heretofore stated.

Notwithstanding the foregoing, Grantor shall be entitled to receive for
Grantor's own use, all interest and/or cash dividends on the Stock, paid or to
be paid out of earned surplus, until such time as Lender should otherwise notify
Grantor in writing. Upon delivery of such a notice, Lender may require that all
interest and/or cash dividends on the Stock be paid and delivered to Lender as
additional wash security hereunder, or Lender may, at Lender's sole and
exclusive option, elect to apply such interest and/or cash dividends towards the
satisfaction of the indebtedness in the manner provided below.

LENDER'S RIGHT TO REGISTER COLLATERAL IN LENDER'S NAME. Grantor unconditionally
agrees that Lender may, at Lender's sole and exclusive option, and at any time,
whether or not an Event of Default has occurred or exists under this Agreement,
require that the Collateral and any and all certificates issued thereunder, be
registered in Lender's name or in the name of Lender's designated nominee.
Grantor additionally agrees that, upon Lender's request, Grantor will cause the
Collateral issuer(s), transfer agent(s), or registrar(s) to effect such
registration.

GRANTOR'S RETENTION OF VOTING RIGHTS PRIOR TO DEFAULT. Grantor shall retain all
voting rights with regard to the Stock until such time as an Event of Default
should occur or exist under this Agreement. In the event that Lender should
elect to require that the shares of Stock and the certificates issued thereunder
be registered in Lender's name or in the name of Lender's designated nominee
prior to any default hereunder, Lender agrees to execute and deliver to Grantor
all necessary proxies required to permit Grantor to continue to exercise voting
rights with regard to the Stock, which proxies shall provide for automatic
expiration upon the occurrence of any Event of Default under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that:

Ownership. Grantor at all times will continue to be the legal and lawful owner
of the Collateral free and clear of all security interests, liens, Encumbrances
and claims of others except as disclosed to and accepted by Lender in writing
prior to execution of this Agreement.

Right to Pledge. Grantor has the right, power and authority to enter into this
Agreement and to grant a continuing security interest
in the Collateral in favor of Lender.

Authorttzation. Grantor's execution, delivery and performance of this Agreement
have been duly authorized, and do not conflict with, and will not result in a
violation of, or constitute or give rise to an event of default under any
agreement or other instrument which may be binding upon Grantor, or under any
law or governmental regulation or court decree or order applicable to Grantor
and/or Grantor's properties.

Protection of Security Interest. Upon delivery of the Collateral to Lender,
including without limitation delivery of the certificates and/or instruments
evidencing and representing the Collateral, this Agreement shall create a valid
first lien upon, and perfect a security interest in the Collateral subject to no
prior security interest, lien, charge, Encumbrance or other agreement purporting
to grant to any third party a security interest in the Collateral. Grantor
agrees to execute such financing statements and to take whatever other actions
are requested by Lender to perfect and continue Lender's security interest in
the Collateral. Lender may at any time, and without further authorization from
Grantor, file a carbon, photographic, facsimile, or other reproduction of any
financing statement or of this Agreement for use as a financing statement.
Grantor will reimburse Lender for all expenses for the perfection, termination,
and the conHnuaHon of the pertecHon of Lender's security interest in the
Collateral.

Binding Effect.  This Agreement is binding upon Grantor, as well as Grantor's
heirs, successors, representatives and assigns, and is legally enforceable in
accordance with its terms.

Valid Isuance of Stock.  All of the Stock has been duly and validly issued and
is fully paid and nonassessable.

Free Transferability of Stock.  Unless otherwise previously disclosed to Lender
in writing, all of the shares of Stock are freely transferable and subject to
sale without being subject to limitations, restrictions, stock legends, or
prohibitive covenants under any agreements, or otherwise under which Grantor or
the issuer of any such Stock may be bounds and/or obligated.

Stock Dividend; Stock Split.  In order to prevent Lender's collateral position
from becoming diluted by any stock dividends and/or stock splits, Grantor agrees
to notify Lender immediately when knowledge of said transaction or transactions
becomes known, and to deliver all of said stock certificates to lender for
pledging within five (5) days of receipt of said stock dividend and/or stock
split together with appropriately executed stock powers.

No Further Assignment.  Grantor has not, and will not, sell, assign, transfer,
encumber or otherwise dispose of any of Grantor's rights in the Collateral
except as provided in this Agreement.

Enforceability of Collateral.  To the extent the Collateral consists of Notes,
Instruments and/or Chattel Paper, the Collateral is enforceable in accordance
with its terms, is genuine, and complies with applicable laws concerning from,
content and manner of preparatino and execution, and all persons appearing to be
obligated on the Collateral have authority and capacity to contract and are in
fact obligated as they appear to be on the Collateral.

<PAGE>


06-23-1 997         COMMERCIAL PLEDGE AND SECURITY AGREEMENT            Page 3
Loan No 531699                   (Continued)
==============================================================================

  No Defaults. There are no defaults existing under the Collateral, and there
  are no offsets or counterclaims to the same. Grantor will strictly and
  promptly perform each of the terms, conditions, covenants and agreements
  contained in the Collateral which are to be performed by Grantor, if any.
  
  No Violation. The execution and delivery of this Agreement will not violate
  any law or agreement governing Grantor or to which Grantor is a party, and
  its certificate or articles of incorporation and bylaws do not prohibit any
  term or condition of this Agreement.
  
  Survivorship of Representations and Warranties. The foregoing representations
  and warranties and all other representations and warranties of Grantor under
  this Agreement shall be continuing in nature and shall survive the
  termination of this Agreement.
  
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL. Lender shall have
the following rights in addition to all other rights it may have by law:

  Maintenance and Protection of Collateral. Lender may, but shall not be
  obligated to, take such steps as it deems necessary or desirable to protect,
  maintain, insure, store, or care for the Collateral, including payment of any
  liens or claims against the Collateral. Lender may charge any cost incurred
  in so doing to Grantor.
  
  Income and Proceeds from the Collateral. Lender shall have the right, whether
  or not an Event of Default exists under this Agreement, to directly collect
  and receive any and all Income and Proceeds as such become due and payable.
  In order to permit the foregoing, Grantor unconditionally agrees to deliver
  to Lender, immediately following demand, any and all such Income and Proceeds
  that may be received by or that may be payable to Grantor. Grantor further
  unconditionally agrees that Lender shall have the right to notify the
  issuer(s) of the Collateral and all other Obligors to pay and/or deliver such
  Income and Proceeds directly to Lender or Lender's nominee at an address to
  be designated by Lender, and to do any and all other things as Lender may
  deem necessary and proper, within Lender's sole discretion, to carry out the
  terms and intent of this Agreement. Lender shall have the further right,
  where appropriate, and within Lender's sole discretion, to file suit, either
  in Lender's own name or in the name of Grantor, to collect and/or enforce
  performance, payment and/or delivery of any and all such Income and Proceeds.
  
  Where it is necessary for Lender to enforce performance, payment and/or
  delivery of any such Income and Proceeds from the Obligor therefor, Grantor
  unconditionally agrees that Lender may compromise or take such other actions,
  either in Grantor's name or in the name of Lender, as Lender may deem
  appropriate, within Lender's sole judgment, with regard to performance,
  collection and/or payment of the same, without affecting the obligations and
  liabilities of Grantor under this Agreement and/or any Indebtedness secured
  hereby. In order to further permit the foregoing, Grantor agrees that Lender
  shall have the additional irrevocable rights, coupled with an interest, to:
  (a) receive, open and dispose of all mail addressed to Grantor pertaining to
  any of the Collateral; (b) notify the postal authorities to change the
  address and delivery of mail addressed to Grantor pertaining to any of the
  Collateral to such address as Lender may designate; and (c) endorse Grantor's
  name on any and all notes, acceptances, checks, drafts, money orders or other
  Instruments of payment of such Income and Proceeds that may come into
  Lender's possession, and to deposit or otherwise collect the same, applying
  such funds to the unpaid balance of the Indebtedness in the manner provided
  below.
  
  In the event that Grantor should, for any reason, receive any Income and
  Proceeds subject to this Agreement, and Grantor should deposit such funds
  into one or more of Grantor's deposit accounts, no matter where located,
  Lender shall have the additional right following any Event of Default under
  this Agreement, to attach any and all of Grantor's deposit accounts in which
  such funds may have been deposited, whether or not any such funds were
  commingled with other funds of Grantor, and whether or not any such funds
  then remain on deposit in such an account or accounts. To this end, Grantor
  additionally collaterally assigns and pledges to Lender and grants to Lender
  a continuing security interest in and to any and all of Grantor's present and
  future rights, title and interest in and to any and all funds that Grantor
  may now and/or in the future maintain on deposit with banks, savings and loan
  associations and other financial institutions, as well as money market
  accounts with other types of entities, in which Grantor at any time may
  deposit any such Income and Proceeds.
  
  Application of Cash. At Lender's option, Lender may apply any cash, whether
  included in the Collateral or received as Income and Proceeds or through
  liquidation, sale, or retirement, of the Collateral, to the satisfaction of
  the Indebtedness or such portion thereof as Lender shall choose, whether or
  not matured. Lender may alternatively and at its sole option and election
  hold such cash as additional "cash collateral" to secure the Indebtedness.
  
  Transactions with Others. Lender may (a) extend time for payment or other
  performance, (b) grant a renewal or change in terms or conditions, or (c)
  compromise, compound or release any obligation, with any one or more
  Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems
  advisable, without obtaining the prior written consent of Grantor, and no
  such act or failure to act shall affect Lender's rights against Grantor or
  the Collateral.
  
  Perfection of Security Interest. Grantor agrees to execute such financing
  statements and to take whatever other actions are requested by Lender to
  perfect and continue Lender's security interest in the Collateral. Upon
  request of Lender, Grantor will deliver to Lender any and all of the
  documents evidencing or constituting the Collateral, and Grantor will note
  Lender's interest upon any and all chattel paper if not delivered to Lender
  for possession by Lender. When applicable law provides more than one method
  of perfection of Lender's security interest, Lender may choose the method(s)
  to be used. Upon request of Lender, Grantor will sign and deliver any
  writings necessary to perfect Lender's security interest. If the Collateral
  consists of investment property for which no certificate has been issued,
  Grantor agrees, at Lender's option, either to request issuance of an
  appropriate certificate or to execute appropriate instructions on Lender's
  forms instructing the issuer, transfer agent, mutual fund company, or broker,
  as the case may be, to record on its books or records, by book-entry, initial
  transaction statement, registered by pledge, or otherwise, Lender's security
  interest in the Collateral. Grantor hereby appoints Lender as its irrevocable
  attorney-in-fact for the purpose of executing any documents necessary to
  perfect or to continue the security interest granted in this Agreement.
  Lender may at any time, and without further authorization from Grantor file a
  carbon, photographic facsimile, or other reproduction of any financing
  statement. Grantor will reimburse Lender for all expenses for the perfection,
  termination, and the continuation of the perfection of Lender's security
  interest in the Collateral. Grantor promptly will notify Lender before any
  change in Grantor's name including any change to the assumed business names
  of Grantor. Grantor also promptly will notify Lender of any change in
  Grantor's Social Security Number or Employer Identification Number. Grantor
  represents and warrants to Lender that Grantor has provided Lender with
  Grantor's correct Social Security Number or Employer identification Number
  and that Grantor has no other Social Security or Employer Identification
  Numbers. Grantor promptly shall notify lender should Grantor apply for or
  obtain a new Social Security or Employer Identification Number.
  
  All Collateral Secures Indebtedness. All Collateral shall be security for the
  Indebtedness, whether the Collateral is located at one or more offices or
  branches of Lender and whether or not the office or branch where the
  Indebtedness is created is aware of or relies upon the Collateral.
  
ADDITIONAL COVENANTS. Grantor additionally agrees with respect to the
Collateral:

No Settlement or Compromise. Grantor will not, without the prior written consent
of Lender, compromise, settle, adjust or extend payment under any of the
Collateral.

Books and Records. Grantor will keep proper books and records with regard to
Grantor's business activities and the Notes, Instruments and Chattel Paper,
which books and records shall at all times be open to inspection and copying by
Lender or Lender's designated agent. Lender shall also have the right to inspect
Grantor's books and records, and to discuss Grantor's affairs and finances with
Grantor at such reasonable times as Lender may designate.

Notice to Debtors.  Upon request by Lender, Grantor will immediately notify
individual debtors under the Notes, Instruments and/or Chattel Paper, advising
such debtors of the fact that their obligations have been assigned and pledged
to Lender.  In the event that Grantor should fail to provide such notices for
any reason upon request by Lender, Grantor agrees that Lender may forward
appropriate notices to such debtors, either in Lender's name or in the name of
Grantor.

Additional Documents.  Grantor further agrees to execute all additional
documents, including, without limitation, appropriate endorsements of the Notes,
Instruments and/or Chattel Paper, in blank, which Lender may deem necessary and
proper, within Lender's sole discretion, to better reflect the true intent of
this Agreement.

Verifications.  Grantor additionally agrees that Lender or Lender's agents may
periodically contact individual debtors whose Notes, Instruments and Chattel
Paper have been assigned and pledged hereunder in order to verify the amounts
then owing such obligations, to determine whether such debtors have any offsets
or counterclaims against Grantor, and such other matters about which Lender may
inquire.

Notification of Lender.  Grantor will promptly deliver to Lender all written
notices, and a will promptly give Lender written notice of any other notices
received by Grantor will respect the Collateral.

Irrevocable Nature of Powers of Attorney.  The various agencies and powers of
attorney conveyed on Lender under this Agreement are granted for purposes of
security and may not be revoked by Grantor until such time as the same may be
renounced by Lender.

EXPENDITURES BY LENDER.  Grantor recognizes and agrees that Lender may incur
certain expenses in connection with Lender's exercise of rights under this
Agreement.  If not discharged or paid when due, Lender may (but shall not be
obligated to) discharge or pay any amounts required to be discharged or paid by
Grantor under this Agreement, including without limitation all taxes,
Encumbrances and other claims, at any time levied or placed on the Collateral.
Lender also may (but shall not be obligated to) pay all costs for insuring,
maintaining and preserving the Collateral, including, without limitation, the
purchase of insurance protecting only Lender's interest in the Collateral.
Lender may further take such other action or actions and incur limitation, the
purchase of insurance protecting only Lender's interest in the Collateral.
Lender may further take such other action or actions to incur such additional
expenditures as Lender may deem necessary and proper to cure or rectify any
actions or inactions on Grantor's part as may be such additional expenditures as
Lender may deem to be necessary and proper to cure or rectify any actions or
inactions on Grantor's part as may be ____________.  Nothing under this
Agreement shall obligate Lender to take any such actions or to incur any such


<PAGE>


06-23-1997            COMMERCIAL PLEDGE AND SECURITY AGREEMENT         Page 4
Loan No 531699                    (Continued)
=============================================================================

additional expenditures on Grantor's behalf, or as making Lender in any way
responsible or liable for any loss, damage, or injury to the Collateral, to
Grantor, or to any other person or persons, resulting from Lender's election not
to take such actions or to incur such additional expenses. In addition, Lender's
election to take any such actions to incur such additional expenditures shall
not constitute a waiver or forbearance by Lender of any Event of Default under
this Agreement. All such expenditures incurred or paid by Lender for such
purposes will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment. All such expenses
shall become a part of the Indebtedness and, at Lender's option, will be payable
on demand. This Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon the occurrence of an Event of Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility for (a) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (b)
preservation of rights against parses to the Collateral or against third
persons, (c) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (d) informing
Grantor about any of the above, whether or not Lender has or is deemed to have
knowledge of such matters. Except as provided above, Lender shall have no
liability for depreciation or deterioration of the Collateral.

EVENTS OF DEFAULT. The following actions or inactions or both shall constitute
Events of Default under this Agreement:

Default Under Loan Agreement. Should an event of default occur or exist under
the terms of Borrower's Loan Agreement in favor of Lender.

Default under the Indebtedness. Should Borrower or Grantor default in the
payment of principal or interest under any of the Indebtedness.

Default under this Agreement. Should Grantor violate, or fail to comply fully
with any of the terms and conditions of, or default under this Agreement.

Default Under Other Agreements. Should any event of default occur or exist under
any Related Document which directly or indirectly secures repayment of any of
the Indebtedness.

Other Defaults In Favor of Lender. Should Borrower, Grantor, or any Guarantor
default under any other loan, extension of credit, security agreement, or
obligation in favor of Lender.

Default In Favor of Third Parties. Should Borrower, Grantor, or any Guarantor
default under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or
person that may materially affect any of Grantor's property, or Borrower's or
Grantor's or any Guarantor's ability to perform their respective obligations
under this Agreement, or any Related Document, or pertaining to the
Indebtedness.

Insolvency. Should the suspension, failure or insolvency, however evidenced, of
Borrower, Grantor, or any Guarantor occur or exist.

Readjustment of Indebtedness. Should proceedings for readjustment of
indebtedness, reorganization, composition or extension under any insolvency law
be brought by or against Borrower, Grantor, or any Guarantor.

Assignment for Benefit of Creditors. Should Borrower, Grantor, or any Guarantor
file proceedings for a respite or make a general assignment for the benefit of
creditors.

Receivership. Should a receiver of all or any part of Borrower's or Grantor's
property, or the property of any Guarantor, be applied for or appointed.

Dissolution Proceedings. Should proceedings for the dissolution or appointment
of a liquidator of Borrower, Grantor, or any Guarantor be commenced.

False Statements. Should any representation or warranty of Borrower or Grantor
or any Guarantor made in connection with the Indebtedness prove to be incorrect
or misleading In any respect.

Insecurity. Should Lender deem itself to be insecure with regard to repayment of
the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender may exercise any one or more of the
following rights and remedies:

Accelerate Indebtedness. Lender, at its sole option, may accelerate the maturity
and declare and demand immediate payment in full of any and all Indebtedness
secured hereby in principal, interest, costs, expenses, attorneys fees and other
fees and charges.

Collect the Collateral. Collect any of the Collateral and, at Lender's option
retain possession thereof while suing on the Indebtedness.

Sell the Collateral. Sell the Collateral, at Lender's discretion, as a unit or
in parcels, at one or more public or private sales, or through any exchange or
broker, at such prices and on such terms as Lender may deem best, for cash or on
credit or future delivery, without assumption of any credit risk, without any
further demand or notice upon Grantor for performance, without appraisal,
without the intervention of any court and without any formalities other than
those provided herein. For purposes of selling the Collateral, Lender has been
and is hereby made and constituted the agent of Grantor, such agency being
coupled with an interest. Unless the Collateral is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, Lender shall give or mail to Grantor, or any of them, notice at least
ten (10) days in advance of the time and place of any public sale, or of the
date after which any private sale may be made. Grantor agrees that any
requirement of reasonable notice is satisfied if Lender mails notice by ordinary
mail addressed to Grantor, or any of them, at the last address Grantor has given
Lender in writing. If a public sale is held, there shall be sufficient
compliance with all requirements of notice to the public by a single publication
in any newspaper of general circulation in the parish or county where the
Collateral is located, setting forth the time and place of sale and a brief
description of the property to be sold. Lender may be a purchaser at any public
sale. Grantor agrees that any such sale shall be conclusively deemed to be
conducted in a commercially reasonable manner if it is made consistent with the
standard of similar sales of collateral by commercial banks in Lafayette,
Louisiana.

Rights and Remedies with Respect to Investment Property, Financial Assets and
Related Collateral. In addition to other rights and remedies granted under this
Agreement and under applicable law, Lender may exercise any or all of the
following rights and remedies, at any time, and from time to time, whether or
not an Event of Default has occurred or exists: (a) register with any issuer or
broker or other securities intermediary any of the Collateral consisting of
investment property or financial assets (collectively herein, investment
property) in Lender's sole name or in the name of Lender's broker, agent or
nominee; (b) cause any issuer, broker or other securities intermediary to
deliver to Lender any of the Collateral consisting of securities, or investment
property capable of being delivered; (c) enter into a control agreement or power
of attorney with any issuer or securities intermediary with respect to any
Collateral consisting of investment property, on such terms as Lender may deem
appropriate, in its sole discretion, including without limitation, an agreement
granting to Lender any of the rights provided hereunder without further notice
to or consent by Grantor; (d) execute any such control agreement on behalf of
and in the name of Grantor, with Grantor hereby irrevocably appointing Lender as
its agent and attorney-in-fact, coupled with an interest, for the purpose of
executing such control agreement on behalf of Grantor; (e) exercise any and ail
rights of Lender under any such control agreement or power of attorney; (f)
exercise any voting, conversion, registration, purchase, option, or other rights
with respect to any Collateral; (g) collect, with or without legal action, and
issues receipts concerning, any notes, checks, drafts, remittances or
distributions that are paid or payable with respect to any Collateral consisting
of investment property. Any control agreement entered with respect to any
investment property shall contain the following provisions, at Lender's
discretion. Lender shall be Authorized to instruct the issuer. broker or other
securities intermediary to take or to refrain from taking such actions with
respect to the investment property, on such terms as Lender may deem
appropriate, in its sole discretion, including without limitation, an agreement
granting to Lender any of the rights provided hereunder without further notice
to or consent by Grantor; (d) execute any such control agreement on behalf of
and in the name of Grantor, with Grantor hereby irrevocably appointing Lender as
its agent and attorney-in-fact, coupled with an interest, for the purpose of
executing such control agreement on behalf of Grantor; (e) exercise any and all
rights of Lender under any such control agreement or power of attorney; (f)
exercise any voting, conversion, registration, purchase option, or other rights
with respect to any Collateral; (g) collect, with or without legal action, and
issues receipts concerning, any notes,  checks, drafts, remittances or
distributions that are paid or payable with respect to any Collateral consisting
of investment property.  Any control agreement entered with respect to any
investment property shall contain the following provisions, at Lender's
discretion.  Lender shall be authorized to instruct the issuer, broker or other
securities intermediary to take or to refrain from taking such actions with
respect to the investment property as Lender may instruct, without further
notice to or consent by Grantor.  Such actions may include without limitation
the issuance of property as Lender may instruct, without further notice to or
consent by Grantor.  Such actions may include without limitation the issuance of
entitlement orders, account instructions, general trading or buy or sell orders,
transfer and redemption orders, and stop loss orders. Lender shall be further
entitled to instruct the issuer, broker or securities intermediary to sell or to
liquidate any investment property, or to pay the cash surrender or account
termination value with respect to any and all investment property, and to
deliver all such payments and liquidation proceeds to Lender.  Any such control
agreement shall contain such authorizations as are necessary to place Lender in
"control" of such investment collateral, as contemplated under the provisions of
the Uniform Commercial Code, and shall fully authorize Lender to issue
"entitlement orders" concerning the transfer, redemption, liquidation or
disposition of investment collateral, in conformance with the provisions of the
Uniform Commercial Code.

Sale of Stock.  Grantor recognizes that Lender may not be able to effect a
public sale on all or part of the Stock, and Lender may be compelled or deem it
best to resort to one or more private sales to a restricted group of purchasers,
who may be obligated to agree, among other things, to acquire the Stock for
their own account for investment purposes only and not with a view of
distribution or resale.  Grantor acknowledges that any private sale of the Stock
may be at prices and on terms less favorable than those of public sales, and
Grantor unconditionally agrees that such private sales shall be deemed to have
been made in a commercially reasonable manner, and that Lender has no obligation
to delay the sale of any Stock to permit the issuer(s) to register it for sale
under the Securities Act of 1933, as amended (the "Securities Act") or to
qualify such Stock under the "Blue Sky" laws of any state. Grantor additionally
agrees to use Grantor's best efforts to cause any issuer, transfer agent, or
registrar of the Stock to take all such actions and execute all such documents
as may be necessary or appropriate, upon request by Lender, (a) to remove any
restrictive legends placed on the Stock that are not legally required, (b) to
effect any sale or sales of the Stock in accordance with Rule 144 of the
Securities Act, and/or (c) to effect any sale or other disposition of the Stock
at any lawful public or private sale or other disposition.

Registration of Stock.  If Lender shall elect to exercise its right to sell or
otherwise dispose of all or any part of the Collateral at public or private sale
and if in the opinion of counsel for Lender, it is necessary to have the Stock
or any portion thereof registered under the provisions of the


<PAGE>


06-23-1997               COMMERCIAL PLEDGE AND SECURITY AGREEMENT       Page 6
Loan No 531699                          (Continued)
==============================================================================

Securities Act, Grantor unconditionally and covenants to use its best efforts to
cause: (a) the issuer(s) of the Stock, its directors and officers, to take all
action necessary to register the Stock or the portion thereof to be disposed of,
under the provisions of the Securities Act, at Grantor's expense, (b) the
registration statement relating thereto to become effective and to remain so for
not less than one (1 ) year from the date of the first public offering of the
Stock or that portion thereof to be disposed of, and to make all amendments
thereto and to the related prospectus, which, in the opinion of Lender and its
counsel, may be necessary or advisable, all in conformity with requirements of
the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto; (c) the issuer(s) of the Stock to comply with the
provisions of the "Blue Sky" laws of any jurisdiction that the Lender shall
designate, and (d) the issuer(s) of the Stock to make available to its security
holders, as soon as practical (but in no event later than sixteen (16) months
after the effective date of such registration statement), an earning statement
(which need not be audited) covering a period of at least twelve (12) months
beginning with the first month after the effective date of any such registration
statement, which earnings statement Will satisfy the provisions of Section 11(a)
of the Securities Act. Grantor acknowledges that a breach of any of the
covenants contained in (a) through (d) above may cause irreparable injury to
Lender, and that Lender will have no adequate remedy at law with respect to any
such breach, and, as a consequence, that Grantor's covenants as set forth in
this Agreement are enforceable against Grantor. Grantor hereby waives, to the
extent such waiver is enforceable under law, and Grantor shall not assert, any
defenses against an action for specific performance of such covenants, except
for a defense that Borrower is not in default under any of its Indebtedness in
favor of Lender.

Lender's Right to Vote Stock. Immediately and without further notice, upon the
occurrence of any Event of Default under this Agreement, whether or not the
Stock may have previously been registered in the name of Lender or in the name
of Lender's nominee, Lender or its nominee shall have the right to exercise all
voting rights with respect to the Stock. Lender or its nominee shall have the
further right to exercise any and all additional corporate rights and all other
conversion, exchange, or subscription rights, privileges and/or options with
regard thereto, including, without limitation, the right to exchange any and all
shares of Stock upon the merger, consolidation, reorganization, recapitalization
or other readjustment of the issuer(s) thereof or upon the exercise by any such
issuer(s) of any rights, privileges or options pertaining thereto. Lender or its
nominee shall have the additional right to deliver the Stock to any committee,
depository, transfer agent, registrar or other designated agency upon such terms
and conditions as Lender may determine, all without liability except to account
for property actually received by Lender. Lender shall have no duty to exercise
any of the foregoing rights, privileges or options and shall not be responsible
for any failure to do so or delay in doing so. Lender may by written notice to
Grantor, relinquish, either partially or completely in accordance with any terms
or conditions Lender may set forth in such notice, any or all voting rights
Lender may acquire pursuant to this Agreement.

Foreclosure. Maintain a judicial suit for foreclosure and sale of the
Collateral.

Specific Performance. Lender may, in addition to the foregoing remedies, or in
lieu thereof, and in Lender's sole discretion, commence an appropriate action or
actions against Borrower and Grantor seeking specific performance of any
covenants contained herein, or in aid of the execution or enforcement of any
power herein granted.
Transfer Title. Effect transfer of tide upon sale of all or part of the
Collateral. For this purpose, Grantor irrevocably appoints Lender as its
attorney-in-fact to execute endorsements, assignments and instruments in the
name of Grantor and each of them (if more than one) as shall be necessary or
reasonable.

Other Rights and Remedies. Have and exercise any or all of the rights and
remedies of a secured creditor under the provisions of the Louisiana Commercial
Laws (La. R.S. 10: ~101, et seq.), at law, in equity, or otherwlse.

Application of Proceeds and Payments. Any and all proceeds, interest, profits,
and Income and Proceeds that Lender actually receives and collects, whether
resulting from the public or private sale of the Collateral and/or collection or
exercise of any of Lender's rights provided hereunder, shall be applied first to
reimburse Lender for its costs of collecting the same (including, but not
limited to, any attorneys' fees incurred by Lender and Lender's court costs,
whether or not there is a lawsuit, including any fees on appeal incurred by
Lender in connection with the collection or sale of the Collateral), with the
balance being applied to principal, interest, costs, expenses, attorneys' fees
and other fees and charges under the Indebtedness, in such order and with such
preferences and priorities as Lender shall determine within its sole discretion.

Cumulative Remedles. All of Lender's rights and remedies, whether evidenced by
this Agreement or by any other writing, shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Grantor under this Agreement, after
Grantor's failure to perform, shall not affect Lender's right to declare a
default and to exercise its remedies. Nothing under this Agreement or otherwise
shall be construed so as to limit or restrict the rights and remedies available
to Lender following an Event of Default, or in any way to limit or restrict the
rights and ability of Lender to proceed directly against Grantor and/or Borrower
and/or against any Guarantor and/or to proceed against any other collateral
directly or indirectly securing the Indebtedness.

ASSIGNMENT OF INDEBTEDNESS; TRANSFER OF COLLATERAL. Grantor hereby recognizes
and agrees that Lender may assign all or any porter of the Indebtedness to one
or more third party creditors. Such transfers may include but are not limited
to, sales of participation interests in the Indebtedness. Grantor specifically
agrees and consents to all such transfer and assignments and further waives any
subsequent notice of such transfers or assignments as may be provided under
applicable Louisiana law. Grantor additionally agrees that any and all of
Borrower's other and future loans, extensions of credit, liabilities and
obligations in favor of such a third party assignee will be secured by the
Collateral. Grantor further agrees that Lender may transfer all or any portion
of the Collateral to such a third party assignee, in which case Lender will be
fully released from any and all of Lender's obligations and responsibilities to
Grantor with regard to the transferred Collateral. Any third party creditor to
whom the Collateral is transferred will acquire all of Lender's rights and
powers with respect to the transferred Collateral, with Lender retaining all
powers and rights with regard to any of the Collateral which is not transferred
to another party.

PROTECTION OF LENDER'S SECURITY RIGHTS. Grantor agrees to appear in and to
defend all actions or proceedings purporting to affect Lender's security rights
and interests granted under this Agreement. In the event that Lender elects to
defend any such action or proceeding, Grantor agrees to reimburse Lender for
Lender's costs associated therewith, including without limitation, Lender's
attorneys' fees, which additional costs and expenses shall be secured by this
Agreement.

INDEMNIFICATION OF LENDER. Grantor agrees to indemnify, to defend and to save
and hold Lender harmless from any and all claims, suits, obligations, damages,
losses, costs, expenses (including without limitation, Lender's reasonable
attorneys' fees), demands, liabilities, penalties, fines and forfeitures of any
nature whatsoever which may be asserted against or incurred by Lender, arising
out of or in any manner occasioned by this Agreement or the rights and remedies
granted to Lender hereunder. The foregoing indemnity provision shall survive the
cancellation of this Agreement as to all masers arising or accruing prior to
such cancellation, and the foregoing indemnity provision shall further survive
in the event that Lender elects to exercise any of the remedies as provided
under this Agreement following any Event of Default hereunder.

ADDITIONAL OBLIGATIONS OF GRANTOR. Grantor shall have the following additional
obligations under this Agreement:

Additions Collateral. In the event that any of the Collateral should at any time
decline In value or become unsatisfactory to Lender for an, reason, Grantor
agrees to immediately provide Lender with such additional collateral security as
may then be acceptable to Lender.

No Sale or Encumbrance. As long as this Agreement remains In effect, Grantor
unconditionally agrees not to sell, option, assign, pledge, or create or permit
to exist any lien or security interest in or against any of the Collateral in
favor of any person other than Lender.

No Settlement or Compromise of Rights. Grantor will not, without the prior
written consent of Lender, compromise, settle, adjust or extend payment under
any of Grantor's Collateral.

No Consent to Issuance of Additional Stock.  Grantor will not, without the prior
written approval of Lender, consent to, or approve of, the issuance of any
additional shares of any class of capital stock of the issuer(s) of the Stock,
or any securities convertible voluntarily by the holder thereof, or
automatically upon the occurrence or non-occurrence of any event or condition
into, or exchangeable for, any such shares, or any warrants, options, rights or
other commitments entitling any person to purchase or otherwise acquire any such
shares.

Notice to Obligors.  Upon request by Lender, Grantor will immediately notify
individual obligors under Grantor's Collateral and/or Rights, advising such
obligors of the fact that their obligations have been collaterally assigned and
pledged to Lender.  In the event that Grantor should fail to provide such
notices for any reason, upon request by Lender, Grantor agrees that Lender may
forward appropriate notices to such obligors, either in Lender's name or int he
name of Grantor.

Additional Pledge Agreement; Effect.  Grantor acknowledges and agrees that
Grantor may, from time to time, one or more times, enter into additional pledge
and security agreements with Lender under which Grantor may undertake to pledge
or grant to Lender a security interest in the same Collateral.  Grantor further
acknowledges and agrees that the execution of such additional agreements,
including any such agreements now in effect, will not have the effect of
cancelling, novating or otherwise modifying this Agreement; it being Grantor's
full intent and agreement that all such pledge agreements (including this
Agreement) shall be cumulative in nature and shall remain in full force and
effect until expressly cancelled by Lender under a written cancellation
instrument delviered to Grantor.

Additional Documents.  Grantor agrees, at any time, from time to time, one or
more times, upon written request by Lender, to execute and deliver such further
documents and do such further acts and things as Lender may reasonably request,
within Lender's sole discretion, to effect the purposes of this Agreement.

Nofification of Lender.  Grantor will promptly deliver to Lender all written
notices, and will promptly give Lender written notice of any other notices
received by Grantor with respect to the Collateral.

<PAGE>


06-23-1997               COMMERCIAL PLEDGE AND SECURITY AGREEMENT        Page 6
Loan No 531699                     (Continued)
===============================================================================

EFFECT OF WAIVERS. Grantor has waived, does by these presents waive, presentment
for payment, protest, notice of protest and notice of nonpayment under all of
the Indebtedness secured by this Agreement. Grantor has further waived, and/or
does by these presents waive, all pleas of division and discussion, and all
similar rights with regard to the Indebtedness, and agrees that Grantor shall
remain liable, together with Borrower and any and all Guarantors of the
Indebtedness, on a "solidary" or "joint and several" basis. Grantor further
agrees that discharge or release of any party who is, may, or will be gable to
Lender under any of the Indebtedness, or the release of the Collateral or any
other collateral directly or indirectly securing repayment of the same, shall
not have the effect of releasing or otherwise diminishing or reducing the actual
or potential liability of Grantor and/or any other party or parties guaranteeing
payment of the Indebtedness, who shall remain liable to Lender, and/or remain
liable to Lender, and/or of releasing any Collateral or other collateral that is
not expressly released by Lender.

Grantor additionally agrees that Lender's acceptance of payments other than in
accordance with the terms of any agreement, or agreements governing repayment of
the Indebtedness, or Lender's subsequent agreement to extend or modify such
repayment terms, shall likewise not have the effect of releasing Grantor, and/or
any other party or parties guaranteeing payment of the Indebtedness, from their
respective obligations to Lender, and/or of releasing any of the Collateral or
other collateral directly or indirectly securing repayment of the Indebtedness.
In addition, no course of dealing between Grantor and Lender, nor any failure or
delay on the part of Lender to exercise any of the rights and remedies granted
to Lender under this Agreement, or under any other agreement or agreements by
and between Grantor and Lender, shall have the effect of waiving any of Lender's
rights and remedies. Any partial exercise of any rights and remedies granted to
Lender shall furthermore not constitute a waiver of any of Lender's other rights
and rerr~dies it being Grantor's intent and agreement that Lender's rights and
remedies shall be cumulative in nature. Grantor further agrees that, upon the
occurrence of any Event of Defeat under this Agreement, any waiver or
forbearance on the part of Lender to pursue the rights and remedies available to
Lender, shall be binding upon Lender only to the extent that Lender specifically
agrees to any such waiver or forbearance in wnting. A waiver or forbearance as
to one Event of Default shall not constitute a waiver or forbearance as to any
other Event of Default. None of the warranties, conditions, provisions and terms
contained in this Agreement or any other agreement, document, or instrument now
or hereafter executed by Grantor and delivered to Lender, shall be deemed to
have been waived by any act or knowledge of Lender, Lender's agents, officers or
employees; but only by an instrument in writing specifying such waiver, signed
by a duly authorized officer of Lender and delivered to Grantor.

If now or hereafter (a) Borrower shall be or become insolvent, and (b)
Borrower's Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes
in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against
Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or
become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b),
or any successor provision of the Federal bankruptcy laws.

FURTHER COVENANTS. Grantor further represents, warrants and agrees that: (a)
Grantor has agreed and consented to grant the security interest provided herein
to secure payment of Borrower's Indebtedness in favor of Lender at Borrower's
request and not at the request of Lender; (b) Grantor will receive and/or has
received a direct or indirect material benefit from the transactions
contemplated herein and/or ansing out of Borrower's Indebtedness; (c) Grantor
has established adequate means of obtaining information from Borrower on a
continuing basis with regard to Borrower's financial condition; (d) Lender has
made no representations to Grantor as to the creditworthiness of Borrower.
Grantor agrees to keep adequately informed of any facts, events or circumstances
which might in any way affect Grantor's risks with regard to Borrower's
Indebtedness. Grantor further agrees that Lender shall have no obligation to
disclose to Grantor any information or material relating to Borrower's
Indebtedness.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes the
entire understanding and agreement of the parties as to the matters set forth in
this Agreement. No alteration of or amendment to this Agreement shall be
effective unless given in writing and signed by the party or parties sought to
be charged or bound by the alteration or amendment.

Applicable Law. This Agreement has been delivered 10 Lender and accepted by
Lender In the State of Louisiana. This Agreement shall be governed by and
construed In accordance with the laws of the State of Louisiana.

Attorneys' Fees; Expenses. Borrower and Grantor agree to pay upon demand all of
Lender's costs and expenses, including attorneys' fees and Lender's legal
expenses, incurred in connection with the enforcement of this Agreement. Lender
may pay someone else to help enforce this Agreement, and Borrower and Grantor
shall pay the costs and expenses of such enforcement. Costs and expenses include
Lender's attorneys' fees and legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings (and
including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection seances. Borrower and
Grantor also shall pay all court costs and such additional fees as may be
directed by the court.

Caption Headings Caption headings in this Agreement are for convenience purposes
only and are not to be used to interpret or define the provisions of this
Agreement.

Notices. To give Borrower or Grantor any notice required under this Agreement,
Lender may hand deliver or mail such notice to Borrower or Grantor. Lender will
deliver or mail any notice to Borrower or Grantor (or any of them if more than
one) at any address which Borrower or Grantor may have given Lender by written
notice as provided in this paragraph. In the event that there is more than one
Borrower or Grantor under this Agreement, notice to a single Borrower or Grantor
shall be considered as notice to all Borrower and Grantors. To give Lender any
notice under this Agreement, Borrower or Grantor (or any Borrower or Grantor)
shall mail the notice to Lender by registered or certified mail at the address
specified in this Agreement, or at any other address that Lender may have given
to Borrower or Grantor (or any Borrower or Grantor) by written notice as
provided in this paragraph. All notices required or permitted under this
Agreement must be in writing and will be considered as given on the day it is
delivered by hand or deposited in the U.S. Mail, by registered or certified mail
to the address specified in this Agreement.

Severabillity. If a court of competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such
finding shall not render that provision invalid or unenforceable as to any other
persons or circumstances. If feasible, any such offending provision shall be
deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable.

Sole Discretion of Lender. Whenever Lender's consent or approval is required
under this Agreement, the decision as to whether or not to consent or approve
shall be in the sole and exclusive discretion of Lender and Lender's decision
shall be final and conclusive.

Successors and Assigns Bound; Solidary Liability. Grantor's obligations and
agreements under this Agreement shall be binding upon Grantor's successors,
heirs, legatees, devisees, administrators, executors and assigns. In the event
that there is more than one Grantor under this Agreement, all of the agreements
and obligations made and/or incurred by Grantors under this Agreement shall be
on a "solidary" or "joint and several" basis.

BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS PLEDGE
AND SECURITY AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS. THIS
Agreement IS DATED JUNE 23,1997.

BORROWER:

Financial Services of the South, Inc.

BY: _____________________________

        Ben P Huval, President

GRANTOR:

MidSouth Bancorp, Inc.

By: ______________________________

        C R "Rusty" Cloutier, President/CEO