<PAGE>
                                                                    EXHIBIT 10.6


                           PURCHASE AND SALE AGREEMENT


         This PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is between DEC-MALL
OF GEORGIA COURT, L.L.C., a Georgia limited liability company, with an address
of 3400 Peachtree Road, NE, Suite 635, Atlanta, Georgia 30326, ("SELLER"), and
GEORGIA TRUST BANCSHARES, INC., a Georgia corporation, with an address of 3570
Financial Center Way, Suite 2, Buford, Georgia 30519, and/or its permitted
assigns ("PURCHASER").

                                   BACKGROUND

         A.       Seller is the owner of an approximate two and thirty-eight
one-hundredths (2.38) gross acre tract of land (the "LAND") located in the
Gwinnett County, Georgia, with frontage on Mall of Georgia Boulevard, more
particularly described on EXHIBIT A attached hereto and made a part hereof.

         B.       Purchaser wants to purchase the Land and all related rights
and appurtenances on the terms described herein (the Land together with
appurtenances are collectively referred to as the "PROPERTY"). Seller desires to
reserve an option to repurchase the Property, as more particularly described
herein.

                                    AGREEMENT

         Seller shall sell the Property to Purchaser and Purchaser shall
purchase the Property from Seller upon the following terms and conditions:

1.       PURCHASE PRICE.

The purchase price of the Property (the "PURCHASE PRICE") is One Million, Four
Hundred Thousand and No/100 Dollars ($1,400,000.00) payable in cash at Closing
(as defined in PARAGRAPH 6), subject to and in accordance with this Agreement.
The Purchase Price, less a credit for the Earnest Money, and as adjusted
pursuant to the prorations provided for in this Agreement, shall be paid by
Purchaser to Seller at the Closing. Payment of the Purchase Price shall be made
by federal funds check or federal funds wire transfer to an account in the
continental U.S.A. designated in a written notice given to Purchaser by Seller
no fewer than one (1) business day prior to the Closing Date.

2.       PERMITTED USE.

Purchaser shall acquire the Property for use as a retail bank and for any and
all other purposes desired by Purchaser, restricted only by law, ordinance,
applicable instrument recorded in the records of the Clerk of Superior Court of
Gwinnett County, Georgia.

3.       EARNEST MONEY.

         a.       Prior to the date of this Agreement, Purchaser has deposited
                  with The Norton Agency (the "ESCROW AGENT"), whose address is
                  434 Green Street, Gainesville, Georgia 30501, Earnest Money in
                  the amount of $5,000.00 (the "EARNEST MONEY").

         b.       Escrow Agent shall apply the Earnest Money to the Purchase
                  Price at Closing, or, if this Agreement does not close on or
                  before fifteen (15) days following the expiration of the


                                        1
<PAGE>
                  Inspection Period, as provided herein, Escrow Agent shall
                  disburse the Earnest Money as follows:

                  (i)      In the event of default by Purchaser under this
                           Agreement or termination of this Agreement after the
                           end of the Inspection Period, Escrow Agent shall
                           disburse the Earnest Money to Seller;

                  (ii)     If this Agreement is terminated for any reason prior
                           to the end of the Inspection Period other than
                           Purchaser's default, Escrow Agent shall return the
                           Earnest Money to Purchaser.

         c.       Escrow Agent shall have authority, in its sole discretion, to
                  determine a default under this Agreement for purposes of the
                  Earnest Money.

4.       INSPECTION PERIOD.

         a.       Right to Conduct Inspection. Purchaser shall have one hundred
                  twenty (120) days from the execution of this Agreement (the
                  "Inspection Period") to examine the Property to determine its
                  suitability for Purchaser's intended use, during which time,
                  Purchaser and its representatives will be permitted to make a
                  full and complete investigation of the Property and conduct
                  studies, surveys and tests as Purchaser shall deem
                  appropriate. Purchaser shall have the right at any time during
                  the Inspection Period to terminate this Agreement by providing
                  Seller with written notice, and thereby receive a refund of
                  the Earnest Money as provided in PARAGRAPH 3 above. Purchaser
                  shall be deemed to have terminated this Agreement if Purchaser
                  fails to give Seller written notification of satisfactory
                  inspection within the Inspection Period.

         b.       Purchaser's Contingencies. Purchaser's obligations under this
                  Agreement will be contingent upon (i) the availability of
                  adequate utilities, (ii) acceptable environmental assessment,
                  soil tests, topographical survey, (iii) all easements to be
                  conveyed and/or reserved in favor of the Property at Closing,
                  including, without limitations, easements respecting access,
                  utilities, storm water and signage, as evidenced by legally
                  enforceable instruments which will permit Purchaser to obtain
                  affirmative title insurance respecting such easement rights,
                  all as deemed necessary or desirable to Purchaser, (iv) clear
                  and marketable title, determined by reference to the Title
                  Standards of the State Bar of Georgia in effect as of the date
                  of this Agreement, and (v) Purchaser having concluded, in its
                  sole discretion, that the Property is suitable for Purchaser's
                  intended use. The foregoing contingencies will be satisfied or
                  waived, in Purchaser's sole discretion, but notwithstanding
                  the foregoing, all of the foregoing contingencies shall be
                  deemed satisfied or waived upon Purchaser's notification to
                  Seller of satisfactory inspection within the Inspection Period
                  as provided in SUB-PARAGRAPH 4(a) above.


                                        2
<PAGE>

         c.       Title Search. To determine clear and marketable title as
                  described above, Purchaser, at Purchaser's expense, will
                  obtain within thirty (30) days of the date hereof, a title
                  insurance commitment covering the Property issued by the Title
                  Company (the "COMMITMENT"), together with legible and complete
                  copies of all documents referenced as title exceptions in the
                  Commitment. Purchaser shall then have ten (10) days after
                  receipt of such Title Commitment to provide written notice to
                  Seller of any objections to title (any such objections herein
                  referred to as "TITLE OBJECTION(S)"). Any exceptions to title
                  not objected to by Purchaser as provided herein are deemed
                  accepted. The exceptions to title listed in Schedule B-2 of
                  the Commitment that are either accepted or waived by
                  Purchaser, including (i) current city, state and county ad
                  valorem property and sanitary sewer taxes not yet due and
                  payable, (ii) all easements and agreements of record, and
                  (iii) all exceptions to title listed in Chicago Title
                  Insurance Company Policy No. 72106-034258 dated February 20,
                  2001, a copy of which is attached hereto as EXHIBIT B are the
                  "PERMITTED EXCEPTIONS" (excluding the standard printed
                  exceptions). Purchaser agrees that the Property shall be
                  conveyed subject to those easement rights arising under that
                  certain Road, Utilities and Drainage Easement Agreement by and
                  between Rayman Associates Mill Creek, L.P. and Oconee Vest,
                  LLC dated as of August 21, 2000 and recorded in Deed Book
                  21173, page 67, Gwinnett County, Georgia records and an
                  Agreement Regarding Road, Utilities and Drainage Easement
                  Agreement dated February 15, 2001 recorded in Deed Book 22295,
                  page 229 and that the foregoing shall also be Permitted
                  Exceptions hereunder. No item listed in the Commitment to be
                  satisfied at or prior to Closing shall be a Permitted
                  Exception.

         d.       Title Policy. Purchaser, at Purchaser's expense, may obtain at
                  Closing an ALTA Extended Coverage Form of Owner Policy of
                  title insurance (the "OWNER POLICY") covering the Property
                  issued by Stewart Title Guaranty Company ("TITLE COMPANY"),
                  dated as of the Closing Date in the amount of the Purchase
                  Price, insuring good and marketable fee simple title to the
                  Property.

         e.       Failure to Correct Title Objections. If Seller fails to
                  satisfy or correct, prior to the end of the Inspection Period,
                  any Title Objection, then Purchaser shall elect one of the
                  following by written notice to Seller prior to the end of the
                  Inspection Period:

                  (i)      To waive such Title Objection(s) and to close the
                           purchase within fifteen (15) days following the
                           expiration of the Inspection Period, in accordance
                           with the terms of this Agreement; or

                  (ii)     To terminate this Agreement and to receive a complete
                           refund of all Earnest Money then remaining, in which
                           event neither Seller nor Purchaser shall have any
                           further rights, duties or obligations under this
                           Agreement, except as otherwise provided herein.

         f.       Purchaser's Survey. Purchaser acknowledges that Seller has
                  provided Purchaser with the existing survey of the Property.
                  During the first sixty (60) days of the Inspection Period,
                  Purchaser shall have an update to such survey performed and
                  shall deliver a copy of such updated survey to Seller within
                  five (5) business days of Purchaser's receipt thereof. Any
                  such updated survey shall show the actual boundaries of the
                  Property and the acreage contained therein to the nearest
                  one-thousandth (1/1000th) of an acre, and such other matters
                  as Purchaser deems appropriate. The term "acre" for purposes
                  of such survey shall mean all acreage of Property, but shall
                  not include areas lying within the bed of any public roads



                                       3
<PAGE>
                  existing as of the date of Seller's acceptance of this
                  Agreement. Purchaser shall make any objections that Purchaser
                  has to the survey within ten (10) days of Purchaser's receipt
                  of the updated survey to be obtained by Purchaser pursuant to
                  the terms of this paragraph. Seller and Purchaser shall in
                  good faith seek to resolve Purchaser's objections on a
                  mutually satisfactory basis within the same time period Seller
                  has for curing Title Objections raised by Purchaser pursuant
                  to SUB-PARAGRAPH 4(c) above. If Purchaser has no such
                  objection or if such objections are cured to the satisfaction
                  of Seller and Purchaser or deemed waived as provided in
                  SUB-PARAGRAPH 4(c) ABOVE, then such survey shall constitute
                  the "Survey" under this Agreement. The legal description of
                  the Property to be contained in the limited warranty deed by
                  which such Property is to be conveyed to Purchaser shall be
                  the legal description of such Property set forth in the deed
                  into Seller, provided that subject to Seller's reasonable
                  review and approval, Seller will provide a quitclaim deed of
                  the Property setting forth the legal description thereof drawn
                  from the Survey.

         g.       Purchaser's Obligation to Pursue Approval. Purchaser agrees
                  that during the first sixty (60) days of the Inspection
                  Period, Purchaser shall submit a site development plan to the
                  appropriate governmental authority in Gwinnett County, Georgia
                  and diligently pursue approval thereof. Purchaser shall
                  promptly deliver to Seller copies of all site plans and site
                  correspondence with Gwinnett County.

5.       PRORATIONS AND CLOSING COSTS.

         a.       Ad valorem taxes against the Property will be prorated at
                  Closing as of the Closing Date based on the tax bills for the
                  year of Closing, and if the current year tax bill has not been
                  issued then prorations shall be made based on the immediately
                  prior year's tax bill. Seller shall pay to Purchaser the taxes
                  on the Property from the beginning of the current year through
                  the Closing Date. Upon presentment of bill from Seller setting
                  forth Purchaser's pro rata share, with such amount so billed
                  to be paid to Seller prior to the date on which such payment
                  shall be delinquent. Seller shall pay the ad valorem taxes
                  against the Property before the same are delinquent.

         b.       The term "AD VALOREM TAXES" as used in this Paragraph includes
                  general assessments - including, without limitation, regular
                  annual assessments payable to any property owners association
                  - but does not include rollback or deferred taxes that are
                  payable because of change in ownership or land use or any
                  special assessments or assessments for street widening,
                  repair, or improvement, which Seller shall pay at Closing.

         c.       All closing costs other than as specified above, or as may be
                  specifically allocated elsewhere in this Agreement, will be
                  allocated to Seller and Purchaser in the customary manner for
                  the sale and purchase of unimproved real property in Gwinnett
                  County, Georgia. Seller shall pay any transfer taxes due for
                  the transfer of title of the Property and Purchaser shall pay
                  (i) all recording costs and filing fees in connection
                  therewith, (ii) any title examination fees or charges incurred
                  by Purchaser, (iii) all premiums for title insurance policies
                  obtained by Purchaser, (iv) Purchaser's attorneys' fees and
                  expenses, and (v) cost of survey updates. Seller's attorneys'
                  fees for negotiating this Agreement and representing the
                  Seller in connection with the closing of the sale contemplated
                  hereby, shall be paid by Seller.



                                       4
<PAGE>

6.       CLOSING.

         a.       The "CLOSING" of this Agreement will occur at the offices of
                  Seller's counsel, Morris, Manning & Martin, LLP, 3343
                  Peachtree Road, NE, Suite 1600, Atlanta, Georgia 30326, or at
                  such other location as is mutually agreeable to Purchaser and
                  Seller, at a date and time mutually agreed to by Seller and
                  Purchaser, but not later than fifteen (15) days following the
                  expiration of the Inspection Period (the "CLOSING DATE").

         b.       At the Closing:

                  (i)      Purchaser must pay to Seller the Purchase Price, less
                           the Earnest Money and adjusted for certain prorations
                           in accordance with PARAGRAPH 5 and Purchaser shall
                           execute and deliver at Closing the Option to
                           Repurchase the Property in favor of Seller, in
                           recordable form as more particularly described in
                           PARAGRAPH 8 below;

                  (ii)     Seller must deliver to Purchaser:

                           (a)      a limited warranty deed conveying the
                                    Property to Purchaser and containing no
                                    exceptions or conditions except the
                                    Permitted Exceptions (excluding the standard
                                    printed exceptions in the Owner Policy) and
                                    the Option to Repurchase in favor of Seller,
                                    as more particularly described in PARAGRAPH
                                    8;

                           (b)      a Non-Foreign Affidavit;

                           (c)      any other documents deemed necessary by
                                    Escrow Agent or Purchaser's counsel and
                                    approved by Seller's counsel; and

                           (d)      exclusive possession of the Property,
                                    subject to the Permitted Exceptions and the
                                    Option to Repurchase in favor of Seller as
                                    described in PARAGRAPH 8.

7.       REPRESENTATIONS AND WARRANTIES.

         a.       Seller's Representations. Seller represents and warrants to
                  Purchaser as follows (which representations and warranties are
                  also deemed made by Seller to Purchaser at Closing and survive
                  Closing):

                  (i)      The execution and delivery of, and Seller's
                           performance under, this Agreement are within Seller's
                           powers and have been duly authorized by all requisite
                           actions. This Agreement constitutes a binding
                           obligation of Seller enforceable in accordance with
                           its terms.

                  (ii)     There are no attachments, executions, assignments for
                           the benefit of creditors, or voluntary or involuntary
                           proceedings in bankruptcy or under other debtor
                           relief laws contemplated by, pending, or threatened
                           against Seller.

                  (iii)    Seller shall not cause or permit any defects in or
                           encumbrance or limitations upon Seller's title to the
                           Property to arise from and after the date hereof.



                                       5
<PAGE>

                  (iv)     Seller has provided a copy of the existing
                           environmental report on the Property, prepared by
                           Sailors Engineering, to Purchaser. Except as may be
                           reflected therein, to the best of its knowledge,
                           Seller is aware of no areas on the Property where
                           Hazardous Substances or Waste have been generated,
                           disposed of, released or found, and Seller has no
                           actual knowledge (i) of the existence of any areas
                           for the storage or disposal of any Hazardous
                           Substances or Waste on the Property or (ii) that the
                           Property has been used as a landfill or as a dump for
                           garbage or refuse. "Hazardous Substances or Waste" as
                           used herein means petroleum (including gasoline,
                           crude oil or any crude oil fraction), waste, trash,
                           garbage, industrial by-product, and chemical or
                           hazardous substance of any nature, including, without
                           limitation, radioactive materials, PCBs, asbestos,
                           pesticides, herbicides, pesticide or herbicide
                           containers, untreated sewerage, industrial process
                           sludge and any other substance identified as a
                           hazardous substance or waste in the Comprehensive
                           Environmental Response, Compensation and Liability
                           Act of 1980 (commonly known as "CERCLA"), as amended,
                           the Superfund Amendment and Reauthorization Act
                           (commonly known as "SARA"), the Resource Conservation
                           and Recovery Act (commonly known as "RCRA"), or any
                           other federal, state, city or county legislation or
                           ordinances applicable to the Property.

                           Except as expressly set forth in this Agreement,
                           Seller makes no representations or warranties,
                           express or implied, regarding the physical condition
                           of the Property, the presence or absence of hazardous
                           substances on or emanating from the Property, the
                           zoning classification of the Property, the compliance
                           by the Property with any applicable governmental
                           requirement, or any other aspect of the Property. By
                           execution hereof, Purchaser agrees that neither
                           Seller nor Seller's agents or representatives have
                           made, and Purchaser has not relied upon, any
                           representation or warranty of any kind which is not
                           expressly set forth or provided for in this
                           Agreement, and Purchaser shall acquire the Property
                           in its physical condition as of the date of Closing
                           "AS-IS" and "WITH ALL FAULTS," subject to the terms
                           and conditions of this Agreement and to the express
                           representations and warranties made by Seller herein.

         b.       Purchaser's Representations. Purchaser hereby represents and
warrants to Seller, as of the date hereof and as of the Closing, that: (a)
Purchaser has all necessary power and authority to execute, deliver and perform
this Agreement and the Closing Documents and to complete the transactions
provided for herein and (b) this Agreement constitutes a valid and binding legal
obligation of Purchaser, enforceable in accordance with their respective terms
and conditions, subject to rules of law and principles of equity generally
applicable to the enforceability of legal obligations, including without
limitation, bankruptcy, reorganization and other debtor relief laws.

8.       OPTION TO REPURCHASE.

Purchaser hereby agrees that in the event Purchaser does not develop the
Property as a retail bank site, within the twelve (12) months following Closing,
Seller shall have the option to repurchase the Property for One Million Four
Hundred Fifty Thousand and no/100 Dollars ($1,450,000.00)("OPTION TO
REPURCHASE"). Upon notice to Purchaser by Seller of its intent to exercise its
Option to Repurchase hereunder, Seller shall then have



                                       6
<PAGE>
the period of ninety (90) days to close on the repurchase of the Property.
Purchaser acknowledges that the deed delivered at Closing shall be conveyed
subject to the Option to Repurchase.

9.       ASSIGNMENT.

Purchaser may assign this Agreement to any person or entity, provided however,
that such assignment shall be in writing and, assignee shall assume all
obligations of Purchaser hereunder, and notice of such assignment shall be
provided to Seller. Upon such written assumption by assignee and notice thereof
to Seller, Purchaser shall be released from Purchaser's obligations under this
Agreement.

10.      PERFORMANCE.

Time is of the essence in the performance of the terms of this Agreement.

11.      BINDING EFFECT.

This Agreement is binding upon and inures to the benefit of the successors and
assigns of the parties.

12.      ATTORNEYS' FEES.

In the event of litigation concerning the interpretation or enforcement of this
Agreement, the prevailing party is entitled to recover from the losing party its
actually incurred attorneys' fees, court costs, and expenses, whether at the
trial or appellate level.

13.      NOTICES.

Any notice, delivery, request or other communications (a "NOTICE") required or
permitted to be given under this Agreement shall be in writing and shall be
delivered by hand or overnight courier (such as United Parcel Service or Federal
express) or facsimile transmission to each party at the numbers set forth below.
Any such notice shall be considered given on the date of such hand or courier
delivery or confirmed fax receipt, but the time period (if any is provided
herein) in which to respond to such notice shall commence on the date of hand or
courier delivery or on the date of confirmed fax receipt. Rejection or other
refusal to accept or inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of the notice. By giving at least
five (5) days prior written notice, any party may from time to time and at any
time change its mailing address or facsimile number under this Agreement. Any
notice of any party may be given by such party's counsel. The facsimile numbers
for the respective parties are:

       Seller:          C/o Ralph Griffin Facsimile Number (404) 240-0154
       Purchaser:       C/o J. Michael Allen, Facsimile Number (770) 614-7573
       Escrow Agent:    C/o Betty Howard, Facsimile Number 770-287-7033

A copy of any notice of delivery addressed to Seller or Purchaser shall be sent
in the manner provided above to the address for such party on page one of this
agreement and to such party's counsel as follows:


         Counsel for Seller:

         Robert E. Saudek, Esq.


                                       7
<PAGE>

         Morris, Manning & Martin, LLP
         3343 Peachtree Road, NE
         Suite 1600
         Atlanta, Georgia 30326-1044
         Facsimile: (404) 365-9532

         Counsel for Purchaser:

         Bo Weber
         The Weber Firm
         417 Green Street Place
         P.O. Box 74
         Gainesville, Georgia 30503
         Facsimile:  (770) 287-8202

14.      BROKERS.

Wood Real Estate Partners, LLC ("SELLER'S BROKER") is representing Seller as its
broker. The Norton Agency ("PURCHASER'S BROKER") is representing Purchaser in
this transaction as its broker. Other than Seller's Broker and Purchaser's
Broker, neither Seller nor Purchase has retained or accepted the service of any
real estate broker, agent or salesperson in connection with the Purchase and
Seller by this Agreement transaction contemplated. Seller shall pay a brokerage
commission in an amount equal to eight percent (8%) of the Purchase Price, which
shall be split as follows:

         a.       Three percent (3%) to Purchaser's Broker; and
         b.       Five percent (5%) to Seller's Broker.

The foregoing brokerage commissions shall be paid only upon (i) the consummation
of the purchase and sale transaction contemplated by this Agreement and (ii) the
execution and delivery by the applicable broker of an affidavit, release or lien
waiver sufficient to release and eliminate any and all claims of lien that might
arise in favor of said broker pursuant to the provisions of Official Code of Ga.
Ann. Section 44-14-602. Purchaser and Seller hereby indemnify each other
against, and agree to hold each other harmless from, any liability or claim (and
all expenses, including attorney's fees, incurred in defending any such claim or
in enforcing this indemnity) for a real estate brokerage commission or similar
fee or compensation arising out of or in any way connected with any claimed
agency or cooperative relationship with the indemnitor and relating to this
Agreement or the purchase and sale of the Property, except for the commissions
to be paid by Seller to the Seller's Broker and Purchaser's Broker at the
Closing as and to the extent provided above. The foregoing indemnities shall
survive the rescission, cancellation, termination or consummation of this
Agreement.

15.      GOVERNING LAW.

THE LAWS OF THE STATE OF GEORGIA GOVERN THIS AGREEMENT.



                                       8
<PAGE>
16.      CAPTIONS.

All captions, headings, Paragraph and subparagraph numbers and letters and other
reference numbers or letters are solely for the purpose of facilitating
reference to this Agreement and shall not supplement, limit or otherwise vary in
any respect the text of this Agreement.

17.      REFERENCES.

All references to Paragraphs or subparagraphs shall be deemed to refer to the
appropriate Paragraph or subparagraph of this Agreement. Unless otherwise
specified in this Agreement, the terms "herein," "hereof," "hereunder" and other
terms of like or similar import, shall be deemed to refer to this Agreement as a
whole, and not to any particular Paragraph or subparagraph hereof.

18.      COUNTERPARTS.

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

19.      WAIVER.

Any condition or right of termination, cancellation or rescission granted by
this Agreement to Purchaser or Seller may be waived by such party.

20.      RIGHTS CUMULATIVE.

Except as expressly limited by the terms of this Agreement, all rights, powers
and privileges conferred hereunder shall be cumulative and not restrictive of
those given by law.

21.      DATE FOR PERFORMANCE.

If the time period by which any right, option or election provided under this
Agreement must be exercised, or by which any act required hereunder must be
performed, or by which the Closing must be held, expires on a Saturday, Sunday
or legal or bank holiday, then such time period shall be automatically extended
through the close of business on the next regularly scheduled business day.

22.      ENTIRE AGREEMENT.

This Agreement embodies the complete agreement between the parties relating to
the Property and may not be varied or terminated except by written agreement of
the parties. The Escrow Agent is not a party to this Agreement and its consent
is not required for any amendment, variation or termination of this Agreement.



                         [EXECUTION ON FOLLOWING PAGES]



                                       9
<PAGE>
EXECUTED by Purchaser on July 14, 2004

                                   PURCHASER:

                                   GEORGIA TRUST BANCSHARES, INC., a Georgia
                                   corporation

                                   By: /s/ J. Michael Allen
                                       ----------------------------------------
                                   Name: J. Michael Allen
                                       ----------------------------------------
                                   Title: Chief Executive Officer
                                       ----------------------------------------

                                   Tax ID: 34-1986578


                    [EXECUTION CONTINUED ON FOLLOWING PAGES]



                                       10
<PAGE>
Accepted by Seller on July 14, 2004

                                     SELLER:

                                     DEC-MALL OF GEORGIA COURT, L.L.C., a
                                     Georgia limited liability company

                                     By: /s/ Ralph D. Griffin
                                        ---------------------------------------
                                     Name: Ralph D. Griffin
                                        ---------------------------------------
                                     Title: Manager
                                        ---------------------------------------

                                     Tax ID: 58-2540986


                     [EXECUTION CONTINUED ON FOLLOWING PAGE]



                                       11
<PAGE>


The undersigned acknowledges receipt of the Earnest Money and shall hold and
disburse the Earnest Money in accordance with the terms of this Agreement.

                                    ESCROW AGENT:

                                    THE NORTON AGENCY

                                    By: /s/ Betty W. Howard
                                       ----------------------------------------
                                    Name: Betty W. Howard
                                         --------------------------------------
                                    Title: Vice President Investment Properties
                                         --------------------------------------


July 14, 2004


                                       12
<PAGE>
                              EXHIBIT A - THE LAND


All that tract or parcel of land lying and being in Land Lots 144 and 177 of the
7th Land District, Gwinnett County. Georgia and being more particularly
described as follows:

To find the true point of beginning, commence at the intersection of Land Lots
144, 145, 176 and 177; THENCE traveling on the Land Lot Line common to Land Lots
144 and 177 North 59 degrees 55 minutes 21 seconds East for a distance of
1198.62 feet to a point, said point marked by a 1-1/4" open top pipe found;
THENCE leaving said Land Lot Line and traveling North 30 degrees 14 minutes 54
seconds West for a distance of 133.59 feet to a point on the southerly
right-of-way of Mall of Georgia Boulevard (120' R/W), said point marked by a 1/2
inch rebar pin set; THENCE traveling on said right-of-way North 58 degrees 30
minutes 45 seconds East for a distance of 379.69 feet to a point, said point
being THE TRUE POINT OF BEGINNING.

THENCE from said point as thus established, continuing on said right-of-way
North 58 degrees 30 minutes 45 seconds East for a distance of 240.51 feet to a
point, said point marked by a 1/2 inch rebar pin set; THENCE leaving said
right-of-way and traveling South 29 degrees 53 minutes 41 seconds East for a
distance of 366.28 feet to a point, said point marked by a 1/2 inch rebar pin
set: THENCE South 60 decrees 06 minutes 19 seconds West for a distance of 286.21
feet to a point on the northeasterly side of an un-named road; THENCE along said
road the following three (3) courses and distances:

North 31 degrees 29 minutes 15 seconds West for a distance of 226.43 feet to a
point, THENCE North 23 degrees 16 minutes 35 seconds West for a distance of
77.10 feet to a point; THENCE along a curve to the right having a radius of
70.00 feet and an arc length of 74.77 feet, being suspended by a chord of North
07 degrees 25 minutes 49 seconds East for a distance of 71.27 feet to a point,
said point being THE TRUE POINT OF BEGINNING.

Said property contains 2.380 acres more or less.

The above described parcel of land is shown on and described according to that
certain survey for DEC-Mall of Georgia Court, LLC and Chicago Title Insurance
Company, prepared by Precision Planning. Inc.. Lee Jay Johnson, Georgia
Registered Land Surveyor No. 2846, dated February 5, 2001, which survey is
hereby made a part of this description by this reference.

TOGETHER WITH those easement rights arising under that certain Road, Utilities
and Drainage Easement Agreement by and between Rayman Associates Mill Creek,
L.P., and Oconee Vest, L.L.C., dated as of August 21, 2000 and recorded in Deed
Book 21173, page 67, Gwinnett County, Georgia records.



                                      A-1

<PAGE>
                        EXHIBIT B - PERMITTED EXCEPTIONS






                                      A-1