PROMISSORY NOTE


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 Principal   Loan Date    Maturity   Loan No. Call/Coll Account Officer Initials
$400,000.00  11-29-2001  11-29-2008                               JBS

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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing ***** has been omitted due to text length limitations.
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Borrower:    Georgia Bancshares, Inc.      Lender:  The Bankers Bank
             2008 Highway 54 West                   2410 Paces Ferry Road
             Fayette, GA  30214                     600 Paces Summit
                                                    Atlanta, GA  30339
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Principal Amount:  $400,000.00                 Date of Note:  November 29, 2001

PROMISE TO PAY. Georgia Bancshares, Inc. ("Borrower") promises to pay to The
Bankers Bank ("Borrower") promises to pay to The Bankers Bank ("Lender"), or
order, in lawful money of the United States of America, the principal amount of
Four Hundred Thousand & 00/100 Dollars ($400,000.00), together with interest on
the unpaid principal balance from November 29, 2001 until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:
24 monthly consecutive interest payments, beginning December 29, 2001, with
interest calculated on the unpaid principal balances at an interest rate based
on the Wall Street Journal Prime (currently 5.000%), resulting in an initial
interest rate of 5.000%; 59 monthly consecutive principal and interest payments
in the initial amount of $4,242.62 each, beginning December 29, 2003, with
interest calculated on the unpaid principal balances at an interest rate based
on the Wall Street Journal Prime (currently 5.000%), resulting in an initial
interest rate of 5.000%; and one principal and interest payment of $230,406.96
on November 29, 2008, with interest calculated on the unpaid principal balance
at an interest rate based on the Wall Street Journal Prime (currently 5.000%),
resulting in an initial interest rate of 5.000%. This estimated final payment is
based on the assumption that all payments will be made exactly as scheduled and
that the Index does not change; the actual final payment will be for all
principal and accrued interest not yet paid, together with any other unpaid
amounts under this Note. Unless otherwise agreed or required by applicable law,
payments will be applied first to any unpaid collection costs and any late
charges, then to any unpaid interest, and any remaining amount to principal. The
annual interest rate for this Note is computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in the Money Rates section of the Wall Street Journal, Eastern
Edition, printed edition (the "Index"). The Index is not necessarily the lowest
rate charged by Lender on its loans. If the Index becomes unavailable during the
term of this loan, Lender may designate a substitute index after notice to
Borrower. Lender will tell Borrower the current index rate upon Borrower's
request.


<PAGE>

                             PROMISSORY NOTE
                               (Continued)                                Page 2
================================================================================

The interest rate change will not occur more often than each day. Borrower
understands that Lender may make loans based on other rates as well. The Index
currently is 5.000% per annum. The interest rate or rates to be applied to the
unpaid principal balance of this Note will be the rate or rates set forth herein
in the "Payment" section.

NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law. Whenever increases occur in the
interest rate, Lender, at its option, may do one or more of the following: (A)
increase Borrower's payments to ensure Borrower's loan will pay off by its
original final maturity date, (B) increase Borrower's payments to cover accruing
interest, (C) increase the number of Borrower's payments, and (D) continue
Borrower's payments at the same amount and increase Borrower's final payment.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: The Bankers Bank, 2410
Paces Ferry Road, 600 Paces Summit, Atlanta, GA 30339.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
$100.00, regardless of any partial payments Lender has received.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, at Lender's option, and if permitted by applicable law, Lender may add
any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate). Upon default, Lender, at its option, may, if permitted under applicable
law, increase the variable interest rate on this Note by 3.000 percentage
points. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         Payment Default.  Borrower fails to make any payment when due under
         this Note.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any other agreement between Lender and Borrower.
<PAGE>

                             PROMISSORY NOTE
                               (Continued)                                Page 3
================================================================================
         Default in Favor of Third Parties. Borrower or any Grantor defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other agreement, in favor of any other creditor
         or person that may materially affect any of Borrower's property or
         Borrower's ability to repay this Note or perform Borrower's obligations
         under this Note or any of the related documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at any time made or furnished or becomes false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity of
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         Insufficient Market Value of Securities. Failure to satisfy Lender's
         requirement set forth in the insufficient Market Value of Securities
         section of the Pledge Agreement.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any guarantor, endorser, surety, or accommodation party of
         any of the indebtedness or any guarantor, endorser, surety, or
         accommodation party dies or becomes incompetent, or revokes or disputes
         the validity of, or liability under, any guaranty of the indebtedness
         evidenced by this Note. In the event of a death, Lender, at its option,
         may, but shall not be required to, permit the guarantor's estate to
         assume unconditionally the obligations arising under the guaranty in a
         manner satisfactory to Lender, and, in doing so, cure any Event of
         Default.

         Change in  Ownership.  Any change in ownership of  twenty-five  percent
         (25%) or more of the common stock of Borrower.
<PAGE>


                             PROMISSORY NOTE
                               (Continued)                                Page 4
================================================================================
         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         Cure Provisions. If any default, other than a default in payment or
         failure to satisfy Lender's requirement in the Insufficient Market
         Value of Securities section is curable and if Borrower has not been
         given a notice of a breach of the same provision of this Note within
         the preceding twelve (12) months, it may be cured (and no event of
         default will have occurred) if Borrower, after receiving written notice
         from Lender demanding cure of such default: (1) cures the default
         within fifteen (15) days; or (2) if the cure requires more than fifteen
         (15) days, immediately initiates steps which Lender deems in Lender's
         sole discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower 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), and appeals. If not prohibited by law,
Borrower also will pay any court costs, in addition to all other sums provided
by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws
of the State of Georgia.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Cobb County, State of Georgia.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such account.

COLLATERAL. Borrower acknowledges this Note is secured by an appropriate number
of shares of stock in The Bank of Georgia not to exceed 50% LTV at any time
during the term of the loan.

<PAGE>

                             PROMISSORY NOTE
                               (Continued)                                Page 5
================================================================================

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

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, 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. The obligations
under this Note are joint and several.

THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

BORROWER:



GEORGIA BANCSHARES, INC.

By:  /s/ Ira Pat Shepherd, III
     ------------------------------------------------
     Ira Pat Shepherd, III, President of Georgia
     Bancshares, Inc.



LENDER:



THE BANKERS BANK

By:
     ------------------------------------------------
     Authorized Signer