SOUTHERN SECURITY BANK CORPORATION
                   BOARD OF DIRECTORS MEETING : June 6, 1997

The meeting was called to order by Chairman  Modder for Southern  Security  Bank
Corp.  Present were Philip C.  Modder,  Chairman;  James L.  Wilson,  President;
Timothy S. Butler,  Director;  Eugene  Strasser,  Director.  R.D.  Butler,  Jr.,
Director and Harold C. Friend, Director,  contacted via telephone. After lengthy
discussions  regarding the renewal of the  employment  agreements  for Philip C.
Modder and James L. Wilson,  it was by unanimous  vote of the  Directors  voting
[Modder and Wilson not voting due to conflict of interest], it is resolved that,
subject to Federal Reserve Bank regulatory approval:

1) A $357,072  portion of the $570,037  funds owed Philip C. Modder and James L.
Wilson,  "Executives"  (the  portion  equiting to $178,536  owed each Modder and
Wilson in back wages,  unpaid benefits,  and $150,000 by two notes held thereby)
will be exchanged  for shares of Class-A  common stock  computed at a premium of
110% of book  value per share of the  company  as of  6/30/97.  This  represents
approximately  1,687,645 shares each for Modder and Wilson,  3,375,290 shares in
total.  Upon  consummation  of this  exchange  Modder  remains due the  $212,965
portion of the $391,501 in accrued and unpaid  wages and  benefits  owed Modder,
through 6/30/97.  This will not be documented as a note; however,  this fact may
be contained in a footnote in the financial statements of the company.

2) Modder and Wilson each agree to modify their  employment  contracts held with
the Company,  with regard to the salary  obligation to $175,000  each,  per year
beginning on 7/1/97, adjusted annually by the greater of 5% or the CPI, consumer
price  index;  however,  any  unpaid  salary  and/or  benefits  recited in these
employment  contracts,  at the  election of each  executive,  may  exchange  any
portion or all of any unpaid salary and/or  benefits  acccrued to the benefit of
the executive, for Class-A Common Stock at the exchange rate of 100% of the then
book value of the  Company's  Stock,  as  determined  by most recent  previously
issued 6 month  financial  statement,  either  the  unaudited  June  30th or the
audited  December  31st;  After each such exchange  [common stock for unpaid and
accrued salary and/or benefits] the Company shall pay to each executive no later
than when due by the then IRS code, a tax incentive  bonus equal to any personal
income tax liability for each Modder and Wilson, that may result, because of any
said  exchanges for relief of debt owed by the Company to Modder and/or  Wilson,
that may  result,  because  of any said  exchanges  for  relief  of debt owed by
Company to Modder and/or Wilson, above mentioned.

3) In exchange for the reduced salary and reduced  percentage of increases,  and
as an incentive  for Modder and Wilson as key company  Executivies,  the Company
will  provide  Modder and Wilson  with  10-year  term [10 years from the date of
granting]  Class-A Common Stock Options with an Option Price established at 110%
of the then  per-share  book value when granted [a 10%  premium],  a quantity of
Class-A Common Stock Options in the amount of 6% for Modder and 6% for Wilson of
the then total of all classes of capital stock issued and outstanding,  accruing
and being  credited  to each Modder and  Wilson,  semi-annually  on July 1st and
January  1st of each year,  the first  such  granting  to begin on  7/1/97,  and
occurring every 6 months  thereafter  until at the end of the five year period a
total of 12% of the then  issued and  outstanding  of all  classes of stock have
been granted  thereto,  6% each. These Options are in addition to any previously
granted  options to Modder and  Wilson.  For  example,  on July 1, 1997,  if the
Company  had a total of  14,713,435  shares of all  classes of stock  issued and
outstanding [including those shares owned by Modder and Wilson], then Modder and
Wilson would each be granted 88,280 options [math; 14,713,435 x {0.06/10}=88,280
options,  rounded off, no fractional  options granted] for Class-A common stock,
expiring 10 years from 7/1/97,  and with an option price equating to 110% of the
book value per share  [$0.09617x1.10=$0.10579]  of the company as of 6/30/97. In
the event  additional  shares of the  company's  capital  stock are  issued as a
result  of  any  public  or  private  offering[s]  or due  to  Merger[s]  and/or
acquisition[s]  of the company with another  company[s],  Modder and Wilson will
immediately  each be granted in bulk, at the  consummation  of each such Merger,
Acquisition,  Public/Private  sale of the company's  capital  stock,  additional
10-year  options,  priced at 110% of the then book value of the company's stock,
as  determined by most recent  previously  issued 6 month  financial  statement,
either the unaudited June 30th or the audited  December  31st,  such that Modder
and Wilson will each have Class-A  common  stock  options  granted  representing
exactly  6% for  Modder and 6% for  Wilson,  of the total of all  classes of the
issued and outstanding shares of the company's capital stock, for Class-A common
stock  options that have been  granted  from 7/1/97  through to the date of each
such  occurrence.  Any Options  granted to Modder and Wilson prior to 7/1/97 are
excluded  from the  computation  of this new 1997  Stock  Option  Plan  granting
arrangement.

4) The Company agrees to pay to Modder and Wilson, when due to the IRS, however,
no later than April 15th of each calendar  year, a tax incentive  bonus equal to
the personal  income tax liability for each Modder and Wilson,  that may result,
because of any Stock Options  granted or Class-A common stock being granted,  or
of the exchange of Class-A  company capital stock for relief of debt owed by the
Company  to the  executives,  above  mentioned,  when  each  such  event[s]  are
consummated.
                                             SOUTHERN SECURITY BANK CORPORATION

                                             PHILIP C. MODDER, CHAIRMAN & CEO
                                             s/ Philip C. Modder