EXHIBIT 10.8
                                                                   ------------
                             PROMISSORY NOTE

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                                     Loan       Collat-         Off-
 Principal   Loan Date    Maturity    No   Call  eral  Account  icer  Initials
 ---------   ---------    --------   ----  ----  ----  -------  ----  --------
$900,000.00  12-26-2000  03-21-2001                             JMB
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Reference 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.


Borrower:  ISLANDS BANCORP                  Lender:  THE BANKERS BANK
           500 Carteret Street, Suite A              2410 PACES FERRY ROAD
           Beaufort, SC  29902                       600 PACES SUMMIT
                                                     ATLANTA, GA 30339

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Principal Amount: $900,000.00                       Initial Rate:  9.000%
                        Date of Note:  December 26, 2000

PROMISE TO PAY.  ISLANDS BANCORP ("Borrower") promises to pay to THE
BANKERS BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Nine  Hundred Thousand & 00/100 Dollars
($900,000.00) or so much as may be outstanding, together with interest on
the unpaid outstanding principal balance of each advance.  interest shall be
calculated from the date of each advance until repayment of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on March 21, 2001.  Borrower will
pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.  Unless otherwise agreed or required by applicable
law, payments will be applied first to accrued unpaid interest, then to
principal, and any remaining amount to any unpaid collection costs and late
charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an index which is the Prime rate as
published in the Money Rates section of the Wall Street Journal. (the
"Index").  If two or more rates exist, then the highest rate will prevail.
Lender will tell Borrower the current Index rate upon Borrower's request.
Borrower understands that Lender may make loans based on other rates as
well.  The interest rate change will not occur more often than each day.
The Index currently is 9.500% per annum.  The interest rate to be applied to
the unpaid principal balance of this Note will be at a rate of 0.500
percentage points under the Index, resulting in an Initial annual rate of
simple interest of 9.000%.  NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT.  Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due.

LATECHARGE.  If a payment is 15 days or more late, Borrower will be charged
$100.00.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b)Borrower breaks any promise
Borrower has made to Lender, or Borrower falls to comply with or to perform
when due any other term, obligation, covenant, or condition contained in
this Note or any agreement related to this Note, or in any other agreement
or loan Borrower has with Lender. (c) Any representation or statement made
or furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect either now or at the time made or
furnished. (d) Borrower becomes insolvent, a receiver is appointed for any
part of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to
take any of Borrower's property on or in which Lender has a lien or security
interest.  This includes a garnishment of any of Borrower's accounts with
Lender. (f) Any guarantor dies or any of the other events described in this
default section occurs with respect to any guarantor of this Note. (g) A
material adverse change occurs in Borrower's financial condition, or Lender
believes the prospect of payment or performance of the Indebtedness is
impaired. (h) Lender in good faith deems itself insecure.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, without notice, and then Borrower will pay that amount.  Upon default,
including failure to pay upon final maturity, Lender, at its option, may
also, if permitted under applicable law, increase the variable interest rate
on this Note 3.000 percentage points.  The interest rate will not exceed the
maximum rate permitted by applicable law.  Lender may hire or pay someone
else to help collect this Note if Borrower does not pay.  Borrower also will
pay Lender that amount.  This includes, subject to any limits under
applicable law, Lender's, costs of collection, including court costs and
fifteen percent (15%) of the principal plus accrued interest as attorneys'
fees, if any sums owing under this Note are collected by or through an
attorney-at-law, whether or not there is a lawsuit, and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services.  If not prohibited by applicable law, Borrower also will pay any
court costs, in addition to all other sums provided by law.  This Note has
been delivered to Lender and accepted by Lender in the State of Georgia.
Subject to the provisions on arbitration, this Note shall be governed by and
construed in accordance with the laws of the State of Georgia.

DISHONORED ITEM FEE.  Borrower will pay a fee to Lender of twenty dollars
($20.00) or five percent (5%) of the face amount of the check, whichever is
greater, if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory
security interest in, and hereby assigns, conveys, delivers, pledges, and
transfers to Lender all Borrower's right, title and interest in and to,
Borrower's accounts with Lender (whether checking, savings, or some other
account), including without limitation all accounts held jointly with
someone else and all accounts Borrower may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the
grant of a security interest would be prohibited by law.  Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on this Note against any and all such accounts.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances
under this Note, as well as directions for payment from Borrower's accounts,
may be requested orally or in writing by Borrower or by an authorized
person.  Lender may, but need not, require that all oral requests be
confirmed in writing.  The following party or parties are authorized to
request advances under the line of credit until Lender receives from
Borrower at Lender's address shown above written notice of revocation of
their authority: Bill Gossett, Proposed President.  Borrower agrees to be
liable for all sums either: (a) advanced in accordance with the instructions
of an authorized person or (b) credited to any of Borrower's accounts with
Lender.  The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records,
including daily computer print-outs.  Lender will have no obligation to
advance funds under this Note if: (a) Borrower or any guarantor is in
default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with
the signing of this Note; (b) Borrower or any guarantor ceases doing
business or is insolvent; (c) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of this Note
or any other loan with Lender; (d) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender; or
(e) Lender in good faith deems itself insecure under this Note or any other
agreement between Lender and Borrower.

ARBITRATION.  Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Note or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party.  No act to take or
dispose of any collateral securing this Note shall constitute a waiver of
this arbitration agreement or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a
temporary restraining order; invoking a power of sale under any deed of
trust or mortgage; obtaining a writ of attachment or imposition of a
receiver; or exercising any rights relating to personal property, including
taking or disposing of such property with or without judicial process
pursuant to Article 9 of the Uniform Commercial Code.  Any disputes, claims,
or controversies concerning the lawfulness or reasonableness of any act, or
exercise of any right, concerning any collateral securing this Note,
including any claim to rescind, reform, or otherwise modify any agreement
relating to the collateral securing this Note, shall also be arbitrated,
provided however that no arbitrator shall have the right or the power to
enjoin or restrain any act of any party.  Judgment upon any award rendered
by any arbitrator may be entered in any court having jurisdiction.  Nothing
in this Note shall preclude any party from seeking equitable relief from a
court of competent jurisdiction.  The statute of limitations, estoppel,
waiver, laches, and similar doctrines which would otherwise be applicable in
an action brought by a party shall be applicable in any arbitration
proceeding, and the commencement of an arbitration proceeding shall be
deemed the commencement of an action for these purposes.  The Federal
Arbitration Act shall apply to the construction, interpretation, and
enforcement of this arbitration provision.

ACCRUAL METHOD.  interest will be calculated on an Actual/360 basis.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them.  Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, protest and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties waive any right to require Lender to take
action against any other party who signs this Note as provided in O.C.G.A.
Section 10-7-24 and agree that Lender may renew or extend (repeatedly and
for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone.  All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made.

IN WITNESS WHEREOF, THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED,
WHO ACKNOWLEDGES A COMPLETED COPY HEREOF.

BORROWER:

ISLANDS BANCORP

By:  /s/ William B. Gossett              (SEAL)
     ------------------------------------
     Bill Gossett, Proposed President

LENDER:

THE BANKERS BANK

By:  ------------------------------------
     Authorized Officer

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Variable Rate. Line of Credit. LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver.
3.24a(c) 1999 CFI ProServices, Inc. All rights reserved.  [GA-D20 E3.24
FUTURUS.LN C1.OVL]



                           COMMERCIAL GUARANTY

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                                     Loan       Collat-         Off-
 Principal   Loan Date    Maturity    No   Call  eral  Account  icer  Initials
 ---------   ---------    --------   ----  ----  ----  -------  ----  --------

-------------------------------------------------------------------------------

Reference 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.


Borrower:  ISLANDS BANCORP                  Lender:  THE BANKERS BANK
           500 Carteret Street, Suite A              2410 PACES FERRY ROAD
           Beaufort, SC  29902                       600 PACES SUMMIT
                                                     ATLANTA, GA 30339

Guarantor:

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AMOUNT OF GUARANTY.  The principal amount of this Guaranty is 100.000% of
all amounts due now or later from Borrower to Lender as provided below,
however, in no event to exceed Dollars ($____________________).

GUARANTY.  In consideration of the sum of Five Dollars ($5.00) and other
good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by Guarantor and to induce Lender to make loans or
otherwise extend credit to Borrower, or to renew or extend in whole or in
part any existing indebtedness of Borrower to Lender, or to make other
financial accommodations to Borrower, ____________________("Guarantor")
absolutely and unconditionally guarantees and promises to pay to THE BANKERS
BANK ("Lender") or its order, in legal tender of the United States of
America, 100.000% of the indebtedness (as that term is defined below) of
ISLANDS BANCORP ("Borrower") to Lender on the terms and conditions set
forth in this Guaranty.  The obligations of Guarantors under this Guaranty
are continuing.  Guarantor agrees that Lender, in its sole discretion, may
determine which portion of Borrower's indebtedness is covered by Guarantor's
percentage guaranty.

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

Borrower.  The word "Borrower" means ISLANDS BANCORP

Guarantor.  The word "Guarantor" means ____________________.

Guaranty.  The word "Guaranty" means this Guaranty made by Guarantor
for the benefit of Lender dated _____________, 2000.

Indebtedness.  The word "Indebtedness" is used in its most
comprehensive sense and means and includes any and all of Borrower's
liabilities, obligations, debts, and indebtedness to Lender, now
existing or hereinafter incurred or created, including, without
limitation, all loans, advances, interest, costs, debts, overdraft
indebtedness, credit card indebtedness, lease obligations, other
obligations, and liabilities of Borrower, or any of them, and any
present or future judgments against Borrower, or any of them; and
whether any such indebtedness is voluntarily or involuntarily incurred,
due or not due, absolute or contingent, liquidated or unliquidated,
determined or undetermined; whether Borrower may be liable individually
or jointly with others, or primarily or secondarily, or as guarantor or
surety; whether recovery on the indebtedness may be or may become barred
or unenforceable against Borrower for any reason whatsoever; and whether
the indebtedness arises from transactions which may be voidable on
account of infancy, insanity, ultra vires, or otherwise.

Lender.  The word "Lender" means THE BANKERS BANK, its successors and
assigns.

Related Documents.  The word "Related Documents" mean and include
without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guarantees, security agreements,
security deeds, mortgages, deeds of trust, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in
connection with the Indebtedness.

MAXIMUM LIABILITY.  The maximum liability of Guarantor under this Guaranty
shall not exceed at any one time the sum of the principal amount of
$__________, plus all interest thereon, plus all of Lender's costs,
expenses, and attorneys' fees incurred in connection with or relating to (a)
the collection of the indebtedness, (b) the collection and sale of any
collateral for the indebtedness or this Guaranty, or (c) the enforcement of
this Guaranty.  Attorneys' fees include, without limitation, attorneys' fees
whether or not there is a lawsuit, and if there is a lawsuit, any fees and
costs for trial and appeals.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender, either in the aggregate or at any one
time.  If Lender presently holds one or more guaranties, or hereafter
receives additional guaranties from Guarantor, the rights of Lender under
all guaranties shall be cumulative.  This Guaranty shall not (unless
specifically provided below to the contrary) affect or invalidate any such
other guaranties.  The liability of Guarantor will be the aggregate
liability of Guarantor under the terms of this Guaranty and any such other
unterminated guaranties.

NATURE OF GUARANTY.  Guarantor's liability under the Guaranty shall be open
and continues for so long as this Guaranty remains in force.  Guarantor
intends to guarantee at all times the performance and prompt payment when
due, whether at maturity or earlier by reason of acceleration or otherwise,
of all Indebtedness within the limits set forth in the preceding section of
this Guaranty.  Accordingly, no payments made upon the indebtedness will
discharge or diminish the continuing liability of Guarantor in connection
with any remaining portion of the indebtedness or any of the indebtedness
which subsequently arises or is thereafter incurred or contracted.

DURATION OF GUARANTY.  This Guaranty will take effect when received by
Lender without the necessity of any acceptance by Lender, or any notice to
Guarantor or to Borrower, and will continue in full force until all
indebtedness incurred or contracted before receipt by Lender of any notice
of revocation shall have been fully and finally paid and satisfied and all
other obligations of Guarantor under this Guaranty shall have been performed
in full.  If Guarantor elects to revoke this Guaranty, Guarantor may only do
so in writing.  Guarantor's written notice of revocation must be mailed to
Lender, by certified mail, at the address of Lender listed above or such
other place as Lender may designate in writing.  Written revocation of this
Guaranty will apply only to advances or new indebtedness created after
actual receipt by Lender of Guarantor's written revocation.  For this
purpose and without limitation, the term "new indebtedness" does not
include indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due.  This Guaranty will continue to
bind Guarantor for all Indebtedness incurred by Borrower or committed by
Lender prior to receipt of Guarantor's written notice of revocation,
including any extensions, renewals, substitutions or modifications of the
indebtedness.  All renewals, extensions, substitutions, and modifications of
the indebtedness granted after Guarantor's revocation, are contemplated
under this Guaranty and, specifically will not be considered to be new
Indebtedness.  This Guaranty shall bind the estate of Guarantor as to
Indebtedness created both before and after the death or incapacity of
Guarantor, regardless of Lender's actual notice of Guarantor's death.
Subject to the foregoing, Guarantor's executor or administrator or other
legal representative may terminate this Guaranty in the same manner in which
Guarantor might have terminated it and with the same effect.  Release of any
other guarantor or termination of any other guaranty of the Indebtedness
shall not affect the liability of Guarantor under this Guaranty.  A
revocation received by Lender from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty.  It is
anticipated that fluctuations may occur in the aggregate amount of
Indebtedness covered by the Guaranty, and it is specifically acknowledged
and agreed by Guarantor that reductions in the amount of Indebtedness, even
to zero dollars ($0.00), prior to written revocation of this Guaranty by
Guarantor shall not constitute a termination of this Guaranty.  This
Guaranty is binding upon Guarantor and Guarantor's heirs, successors and
assigns so long as any of the guaranteed indebtedness remains unpaid and
even though the indebtedness guaranteed may from time to time be zero
dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, without
notice or demand and without lessening Guarantor's liability under this
Guaranty, from time to time: (a) to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (b) to alter,
compromise, renew, extend, accelerate, or otherwise change one or more times
the time for payment or other terms of the Indebtedness or any part of the
Indebtedness, including increases and decreases of the rate of interest on
the Indebtedness; extensions may be repeated and may be for longer than the
original loan term; (c) to take and hold security for the payment of this
Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any such security, with or
without the substitution of new collateral; (d) to release, substitute,
agree not to sue, or deal with any one or more of Borrower's sureties,
endorsers, or other guarantors on any terms or in any manner Lender may
choose; (e) to determine how, when and what application of payments and
credits shall be made on the Indebtedness; (f) to apply such security and
direct the order or manner of sale thereof, including without limitation,
any nonjudicial sale permitted by the terms of the controlling security
agreement or deed of trust, as Lender in its discretion may determine; (g)
to sell, transfer, assign, or grant participations in all or any part of the
Indebtedness; and (h) to assign or transfer this Guaranty in whole or in
part.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time:
(a) prior to revocation as set forth above, to make one or more additional
secured or unsecured loans to Borrower, to lease equipment or other goods to
Borrower, or otherwise to extend additional credit to Borrower; (b) to
alter, compromise, renew, extend, accelerate, or otherwise change one or
more times the time for payment or other terms of the Indebtedness or any
part of the Indebtedness, including increases and decreases of the rate of
interest on the Indebtedness; extensions may be repeated and may be for
longer than the original loan term; (c) to take and hold security for the
payment of this Guaranty or the Indebtedness, and exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any such security,
with or without the substitution of new collateral; (d) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's
sureties, endorsers, or other guarantors on any terms or in any manner
Lender may choose; (e) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (f) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may
determine; (g) to sell, transfer, assign, or grant participations in all or
any part of the Indebtedness; and (h) to assign or transfer this Guaranty in
whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and
warrants to Lender that (a) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the
terms of this Guaranty; (b) this Guaranty is executed at Borrower's request
and not at the request of Lender; (c) Guarantor has full power, right and
authority to enter into this Guaranty; (d) the provisions of this Guaranty
do not conflict with or result in a default under any agreement or other
instrument binding upon Guarantor and do not result in violation of any law,
regulation, court decree or order applicable to Guarantor; (e) Guarantor has
not and will not, without the prior written consent of Lender, sell, lease,
assign, encumber, hypothecate, transfer, or otherwise dispose of all or
substantially all of Guarantor's assets, or any interest therein; (f) upon
Lender's request, Guarantor will provide to Lender financial and credit
information in form acceptable to Lender, and all such financial information
which currently has been, and all future financial information which will be
provided to Lender is and will be true and correct in all material respects
and fairly present the financial condition of Guarantor as of the dates the
financial information is provided; (g) no material adverse change has
occurred in Guarantor's financial condition since the date of the most
recent financial statements provided to Lender and no event has occurred
which may materially adversely affect Guarantor's financial condition; (h)
no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or
threatened; (i) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (j) Guarantor has established adequate
means of obtaining from Borrower on a continuing basis information regarding
Borrower's financial condition.  Guarantor agrees to keep adequately
informed from such means of any facts, events, or circumstances which might
in any way affect Guarantor's risks under this Guaranty, and Guarantor
further agrees that, absent a request for information, Lender shall have no
obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS.  Except as prohibited by applicable law, Guarantor
waives any right to require Lender (a) to continue lending money or to
extend other credit to Borrower; (b) to make any presentment, protest,
demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of
any action or nonaction on the part of Borrower, Lender, any surety,
endorser, or other guarantor in connection with the Indebtedness or in
connection with the creation of new or additional loans or obligations; (c)
to resort for payment or to proceed directly or at once against any person,
including Borrower or any other guarantor; (d) to proceed directly against
or exhaust any collateral held by Lender from Borrower, any other guarantor,
or any other person; (e) to give notice of the terms, time, and place of any
public or private sale of personal property security held by Lender from
Borrower or to comply with any other applicable provisions of the Uniform
Commercial Code; (f) to pursue any other remedy within Lender's power; or
(g) to commit any act or omission, of any kind, or at any time, with respect
to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
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 also waives any and all rights or defenses arising by reason of
(a) the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right
to require Lender to take action against Borrower or any "one action" or
"anti-deficiency" law or any other law which may prevent Lender from
bringing any action, including a claim for deficiency, against Guarantor,
before or after Lender's commencement or completion of any foreclosure
action, either judicially or by exercise of a power of sale; (b) any
election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against
Borrower for reimbursement, including without limitation, any loss of rights
Guarantor may suffer by reason of any law limiting, qualifying, or
discharging the Indebtedness; (c) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of
the cessation of Borrower's liability from any cause whatsoever, other than
payment in full in legal tender, of the Indebtedness; (d) any right to claim
discharge of the Indebtedness on the basis of unjustified impairment of any
collateral for the Indebtedness; (e) any statue of limitation, if at any
time any action or suit brought by Lender against Guarantor is commenced
there is outstanding Indebtedness of Borrower to Lender which is not barred
by any applicable statute of limitations; or (f) any defenses given to
guarantors at law or in equity other than actual payment and performance of
the Indebtedness.  If payment is made by Borrower, whether voluntarily or
otherwise, or by any third party, on the Indebtedness and thereafter Lender
is forced to remit the amount of that payment to Borrower's trustee in
bankruptcy or to any similar person under any federal or state bankruptcy
law or law for the relief of debtors, the Indebtedness shall be considered
unpaid for the purpose of enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether
such claim, demand or right may be asserted by the Borrower, the Guarantor,
or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.  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, the waivers are reasonable and not contrary to public 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 or public policy.

LENDER'S RIGHT OF SETOFF.  In addition to all liens upon and rights of
setoff against the moneys, securities or other property of Guarantor given
to Lender by law, Lender shall have, with respect to Guarantor's obligations
to Lender under this Guaranty and to the extent permitted by law, a
contractual possessory security interest in and a right of setoff against,
and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to
Lender all of Guarantor's right, title and interest in and to, all deposits,
moneys, securities and other property of Guarantor now or hereafter in the
possession of or on deposit with Lender, whether held in a general or
special account or deposit, whether held jointly with someone else, or
whether held for safekeeping or otherwise, excluding however all IRA, Keogh,
and trust accounts.  Every such security interest and right of setoff may be
exercised without demand upon or notice to Guarantor.  No security interest
or right of setoff shall be deemed to have been waived by any act or conduct
on the part of Lender or by any neglect to exercise such right of setoff or
to enforce such security interest or by any delay in so doing.  Every right
of setoff and security interest shall continue in full force and effect
until such right of setoff or security interest is specifically waived or
released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter
created, shall be prior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes
insolvent.  Guarantor hereby expressly subordinates any claim Guarantor may
have against Borrower, upon any account whatsoever, to any claim that Lender
may now or hereafter have against Borrower.  In the event of insolvency and
consequent liquidation of the assets of Borrower, through bankruptcy, by an
assignment for the benefit of creditors, by voluntary liquidation, or
otherwise, the assets of Borrower applicable to the payment of the claims of
both Lender and Guarantor shall be paid to Lender and shall be first applied
by Lender to the Indebtedness of Borrower to Lender.  Guarantor does hereby
assign to Lender all claims which it may have or acquire against Borrower or
against any assignee or trustee in bankruptcy of Borrower; provided however,
that such assignment shall be effective only for the purpose of assuring to
Lender full payment in legal tender of the Indebtedness.  If Lender so
requests, any notes or credit agreements now or hereafter evidencing any
debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other
actions as Lender deems necessary or appropriate to perfect, preserve and
enforce its rights under this Guaranty.

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

Amendments.  This Guaranty, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Guaranty.  No alteration of or amendment
to this Guaranty 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 Guaranty has been delivered to Lender and accepted
by Lender in the State of Georgia.  Subject to the provisions on
arbitration, this Guaranty shall be governed by and construed in
accordance with the laws of the State of Georgia.

Arbitration.  Lender and Guarantor agree that all disputes, claims and
controversies between them, whether individual, joint, or class in
nature, arising from this Guaranty or otherwise, including without
limitation contract and tort disputes, shall be arbitrated pursuant to
the Rules of the American Arbitration Association, upon request of
either party.  No act to take or dispose of any Collateral shall
constitute a waiver of this arbitration agreement or be prohibited by
this arbitration agreement.  This includes, without limitation,
obtaining injunctive relief or a temporary restraining order; invoking a
power of sale under any deed of trust or mortgage; obtaining a writ of
attachment or imposition of a receiver; or exercising any rights
relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Article 9 of the
Uniform Commercial Code.  Any disputes, claims, or controversies
concerning the lawfulness or reasonableness of any act, or exercise of
any right, concerning any Collateral, including any claim to rescind,
reform, or otherwise modify any agreement relating to the Collateral,
shall also be arbitrated, provided however that no arbitrator shall have
the right or the power to enjoin or restrain any act of any party.
Judgment upon any award rendered by any arbitrator may be entered in any
court having jurisdiction.  Nothing in this Guaranty shall preclude any
party from seeking equitable relief from a court of competent
jurisdiction.  The statute of limitations, estoppel, waiver, laches, and
similar doctrines which would otherwise be applicable in an action
brought by a party shall be applicable in any arbitration proceeding,
and the commencement of an arbitration proceeding shall be deemed the
commencement of an action for these purposes.  The Federal Arbitration
Act shall apply to the construction, interpretation, and enforcement of
this arbitration provision.

Attorneys' Fees; Expenses:  Guarantor agrees 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
Guaranty.  Lender may pay someone else to help enforce this Guaranty,
and Guarantor shall pay the costs and expenses of such enforcement.
Costs and expenses include all costs and expenses of collection,
including fifteen percent (15%) of the principal plus accrued interest
as attorneys' fees, if any sums owing under this Guaranty are collected
by or through an attorney-at-law, 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
services.  Guarantor also shall pay all court costs and such additional
fees as may be directed by the court.

Notices.  All notices required to be given by either party to the other
under this Guaranty shall be in writing, may be sent by telefacsimile
(unless otherwise required by law), and shall be effective when actually
delivered or when deposited with a nationally recognized overnight
courier, or when deposited in the United States mail, first class
postage prepaid, addressed to the party to whom the notice is to be
given at the address shown above or to such other addressee as either
party may designate to the other in writing.  All revocation notices by
Guarantor shall be in writing and shall be effective only upon delivery
to Lender as provided above in the section titled "Duration of
Guaranty."  If there is more than one Guarantor, notice to any
Guarantor will constitute notice to all Guarantors.  For notice
purposes, Guarantor agrees to keep Lender informed at all times of
Guarantor's current address.

Interpretation.  In all cases where there is more than one Borrower or
Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and
construction so require; and where there is more than one Borrower named
in this Guaranty or when this Guaranty is executed by more than one
Guarantor, the words "Borrower" and "Guarantor" respectively shall
mean all and any one or more of them.  The words "Guarantor"
"Borrower" and "Lender" include the heirs, successors, assigns, and
transferees of each of them.  Caption headings in this Guaranty are for
convenience purposes only and are not to be used to interpret or define
the provisions of this Guaranty.  If a court of competent jurisdiction
finds any provision of this Guaranty 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, and all provisions of this Guaranty in all other respects
shall remain valid and enforceable.  If any one or more of Borrower or
Guarantor are corporations or partnerships, it is not necessary for
Lender to inquire into the powers of Borrower or Guarantor or of the
officers, directors, partners, or agents acting or purporting to act on
their behalf, and any Indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this
Guaranty.

Waiver.  Lender shall not be deemed to have waived any rights under this
Guaranty unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall
operate as a waiver of such right or any other right.  A waiver by
Lender of a provision of this Guaranty shall not prejudice or constitute
a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provision of this Guaranty.  No prior waiver
by Lender, nor any course of dealing between Lender and Guarantor, shall
constitute a waiver of any of Lender's rights or of any of Guarantor's
obligations as to any future transactions.  Whenever the consent of
Lender is required under this Guaranty, the granting of such consent by
Lender in any instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases
such consent may be granted or withheld in the sole discretion of
Lender.

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 OF
THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED
IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.
THIS GUARANTY IS DATED _______________, 2000.

IN WITNESS WHEREOF, THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE
UNDERSIGNED, WHO ACKNOWLEDGES A COMPLETED COPY HEREOF.



GUARANTOR:

X  _______________________________ (SEAL)


Signed, Sealed and Delivered in the presence of:

X  _______________________________
   Unofficial Witness


X  _______________________________
   Notary Public _______________ County


             (NOTARY SEAL)

My Commission expires: _______________________
LENDER:

THE BANKERS BANK


By: _______________________________
    Authorized Officer

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LASER PRO, REG. U.S. Pat. & T.M. Off., Ver. 3-24a(c) 1999 CFI ProServices,
Inc.  All rights reserved.  (GA-E320 E3.24 F3-24 FUTURUS, LN C1.OVL)