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                                  Exhibit 10.2

          Consulting Agreement With Southeast Financial Holdings, Inc.

     This letter agreement (the "Letter Agreement") confirms the understanding
and agreement between Southeast Financial Holdings, Inc. ("SFH") and MainStreet
BankShares, Inc. (the "Company") as follows (unless otherwise defined herein).

     1.   The Company engages SFH as exclusive financial advisor to the Company
          in connection with the Company's desire to raise capital to support
          the establishment of Franklin Community Bank, N.A. In Organization.
          The amount of such capital to be raised will be a minimum of
          $5,999,952 and a maximum of $10,000,000.

     2.   SFH accepts the engagement described in Paragraph 1, and in that
          connection, agrees to provide the following services:

               (a)  assist the Company in the preparation of the offering
                    circular (the "Confidential Memorandum") for distribution
                    and presentation to potential investors (if applicable):

               (b)  develop and maintain a list of potential investors, review
                    such list with the Company on a continuing basis, and
                    contact and provide detailed information and assistance to
                    all parties on a weekly basis:

               (c)  assist in the screening of interested potential investors,
                    including, if requested by the Company, performing a
                    financial analysis of any potential investor.

               (d)  provide at least one dedicated SFH representative on
                    premises to provide direct day to day support to management
                    and the organizers. Additionally, senior management of SFH
                    will be available on an as needed basis to attend and
                    provide support to groups of investors at breakfast and
                    lunch meetings as well as evening receptions. These events
                    requiring senior management presence should be scheduled no
                    less than one week in advance and all expenses of this
                    representation shall be borne by the Company (including but
                    not limited to travel and lodging and a predetermined per
                    diem):

               (e)  provide at Company's expense and approval, marketing
                    material, press releases and collateral material including
                    but not limited to creative and production assistance as
                    well as media selection and placement:

               (f)  advise the Company as to strategy and tactics for
                    negotiating with potential investors and participate in
                    presentations and negotiations relating to the
                    Capitalization efforts:

               (g)  assist the officers and management of the Company in
                    processing all retirement account share purchases, including
                    but not limited to the establishment of new accounts with
                    appropriate custodians and transfer of accounts currently
                    with custodians who do not support this type of transaction.
                    Finally, SFH will oversee all of these purchases until
                    completion:

               (h)  assist with due diligence and closing of escrow:

     3.   SFH shall be engaged for a period commencing with the execution of
          this Letter Agreement by the Company and ending on the successful
          completion of the capital offering (the "Termination Date") or, if
          terminated earlier, the 10/th/ day after delivery of notice pursuant
          to Paragraph 9 (the "Engagement Period").

     4.   As compensation for SFH's services hereunder, the Company shall pay to
          SFH certain fees as follows:

               (a)  An Engagement fee of $7,500 payable upon the execution of
                    this Agreement.

               (b)  A monthly fee of $20,000 for December and $25,000 per month
                    thereafter payable to SFH during the term of this Agreement
                    commencing on December 3, 2001. Such payments shall continue
                    until the Termination Date.

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     5.   For the purposes of this Letter Agreement:

          "Termination Date" means the date of the closing of escrow equal to
           the agreed upon capitalization.

     6.   In addition to any fees that may be payable to SFH, the Company shall
          reimburse SFH and its affiliates, promptly upon request from time to
          time, for administrative fees and reasonable out-of-pocket expenses
          (including but not limited to reasonable lodging and per diem for the
          on site SFH representative) also including, without limitation fees
          and disbursements of counsel incurred in connection with SFH's
          engagement not to exceed $10,000 in aggregate without the prior
          approval of the Company, which approval shall not be unreasonably
          withheld.

     7.   The Company shall furnish, or cause to be furnished, to SFH all
          information requested by SFH for the purpose of rendering services
          hereunder (the "Information"). The Company agrees to make available to
          SFH, its officers, directors, employees and representatives,
          including, but not limited to, the Company's certified public
          accountants and legal counsel, as may be reasonably requested by SFH.
          The Company recognizes and confirms that SFH:

               (a)  will use and rely on the information and on information
                    available from generally recognized public sources in
                    performing the services contemplated by this Letter
                    Agreement (including, without limitation, using any such
                    information in the Confidential Memorandum) without having
                    independently verified the same:

               (b)  does not assume responsibility for the accuracy or
                    completeness of the Information and such other information
                    (including, without limitation, any projections): and

               (c)  will not make an appraisal of any of the assets or
                    liabilities (whether direct, indirect, contingent or
                    otherwise) of the Company.

     8.   SFH agrees to hold in confidence in accordance with procedures it
          applies generally to information of this kind and not disclose
          Confidential Information, except (i) as may be required by law or as
          requested by any regulator having jurisdiction over SFH and its
          affiliates, (ii) to potential investors in any Capitalization who have
          been informed of the confidential nature of the information provided,
          and (iii) to officers, directors and employees of SFH and its
          affiliates and agents and professional advisors (including, but not
          limited to, auditors, attorneys and accountants) of SFH and its
          affiliates who have been informed of the confidential nature of the
          information provided. "Confidential Information" means information
          about the Company or the Capitalization furnished by the Company to
          SFH but does not include information (i) which was publicly known
          (including available in regulatory filings), or otherwise known to SFH
          at the time of disclosure, (ii) which subsequently becomes publicly
          known through no act or omission by SFH or (iii) which otherwise
          becomes known to SFH other than through disclosure by the Company or a
          source actually known to be bound by a confidentiality agreement or
          other legal or contractual obligation of confidentiality with respect
          to such information.

     9.   Either the Company or SFH may terminate SFH's engagement at any time
          upon thirty (30) days written notice from one party to the other.

     10.  Except as required by law, any advice rendered by SFH pursuant to its
          engagement shall not be used or quoted in any manner or referred to in
          any report, document, release or other communication (whether written
          or oral) prepared, issued, transmitted, published or filed by the
          company, by any person or entity controlling, controlled by or
          affiliated with the Company, by any representative, agent, officer or
          employee of any thereof, or by the Company without SFH's prior written
          consent, which consent shall not be unreasonably withheld.

     11.  SFH and Company agree that any fees payable under this agreement will
          be deducted from any mutually agreed upon fees payable to brokers,
          agents, representatives or other parties that have an interest in
          compensation.

     12.  This letter agreement does not constitute a commitment by SFH or any
          of its affiliates to provide any financing.

     13.  The Company agrees that if the Capitalization is consummated, SFH may
          use the Company's name and a

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          description of the Capitalization and SFH's role in publications
          (including, but not limited to, tombstone advertisements) and other
          marketing material prepared for and used in one on one presentations
          to prospective clients. Without limiting the foregoing, SFH may also
          publicize its services in connection herewith, including, without
          limitation, granting interviews with and providing information to the
          financial press and other media.

     14.  This Letter Agreement supercedes all prior agreements and
          understandings between the Company and SFH with respect to the subject
          matter hereof and may not be amended or modified except in writing
          executed by both the Company and SFH. This letter agreement shall be
          governed by and construed in accordance with the laws of the State of
          Georgia without reference to principles of conflicts of law that would
          require the application of the law of a jurisdiction other than the
          State of Georgia.

     15.  This Letter Agreement may be executed in counterparts, each of which
          shall be deemed an original and all of which shall constitute one and
          the same instrument.

     If the foregoing is in accordance with the Company's understanding, please
     sign and return to SFH the enclosed duplicate of this letter on or before
     November 28, 2001.

                                            SOUTHEAST FINANCIAL HOLDINGS, INC.


                                            BY:      /s/ Stan Taylor
                                              -----------------------
                                                     Stan Taylor


     Accepted and agreed this
     30/th/ day of November, 2001.

     MainStreet BankShares, Inc.

     BY:       /s/ C. R. McCullar
       --------------------------
                   C. R. McCullar
     TITLE:        President & CEO