SOUTHERN COMMUNITY BANCORP
PLEDGE AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>g88106exv10w24.txt
<DESCRIPTION>PLEDGE AND SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.23

                        FEDERAL HOME LOAN BANK OF ATLANTA

          ADVANCES, SPECIFIC COLLATERAL PLEDGE AND SECURITY AGREEMENT

         AGREEMENT, dated as of October 22 , 1999 between SOUTHERN COMMUNITY
BANK having its principal place of business at 250 N. ORANGE AVENUE ORLANDO FL
32801 ("Member") and the Federal Home Loan Bank of Atlanta, 1475 Peachtree
Street, N. E., Atlanta, Georgia 30309 ("Bank").

         WHEREAS, the Member desires from time to time to participate in the
Bank's credit program(s) under the terms of this Agreement, and the Bank is
authorized to extend credit to the Member pursuant to the provisions of the
Federal Home Loan Bank Act, as now and hereafter amended (the "Act"), and the
regulations and guidelines of the Federal Housing Finance Board (the "Board") or
any successor entity now and hereafter in effect (collectively, the
"Regulations"); and

         WHEREAS, the Bank requires that advances by the Bank be secured
pursuant to this Agreement, and the Member agrees to provide such security as
requested by the Bank by the means set forth in this Agreement:

         NOW THEREFORE, the Member and the Bank agree as follows:

                             ARTICLE I: DEFINITIONS

SECTION 1.01 DEFINITIONS. As used herein, the following terms shall have the
following meanings:

      (A) "Advance" Of "Advances" means any and all loans or other extensions of
      credit, including all Commitments, heretofore, now or hereafter granted
      by the Bank to, on behalf of, or for the account of, the Member.

      (B) "Application" means a writing, signed by the Member, in such form or
      forms as shall be specified by the Bank from time to time, by which the
      Member requests, arid which if executed by the Bank shall together with
      this Agreement evidence the terms of, an Advance or a commitment for an
      Advance.

      (C) "Capital Stock" means all of the capital stock of the Bank held by the
      Member, and all payments which have been or hereafter are made on account
      of subscriptions to and all unpaid dividends on such capital stock.

      (D) "Collateral" means all property, including the proceeds thereof,
      heretofore assigned, transferred or pledged to the Bank by the Member as
      collateral for Advances or other extensions of credit prior to the date
      hereof, and all Capital Stock. First Mortgage Collateral, Government and
      Agency Securities Collateral, Other Collateral and Other Securities
      Collateral, including the proceeds thereof, which, is now or hereafter
      pledged to the Bank pursuant to Section 3.01 hereof.

      (E)"Collateral Maintenance Level" means the aggregate dollar amount equal
      to such percentage(s) as the Bank may specify from time to time of (1)
      the outstanding amounts of all Advances; (2) with respect to each
      outstanding Swap Transaction, the amount for which the Member is required
      to maintain Collateral and (3) any additional obligations and liabilities
      of the Member to the Bank. The Bank may increase or decrease the
      Collateral Maintenance Level at any time.

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         (F) "Commitment" or "Commitments" means any and all agreements under
         which the Bank is contractually obligated to make a loan to, or to make
         a future payment on behalf or for the account of, the Member (but
         excluding any obligations that the Bank may now or hereafter have to
         honor items or transfer orders under a depository or similar agreement
         between the Bank and the Member), regardless of whether such obligation
         is contingent in whole or in part, including, without limitation,
         letters of credit issued for the account of the Member.

         (G) "Confirmation of Advance" means a writing or machine readable
         electronic transmission, in such form or forms as the Bank may generate
         from time to time, by which the Bank agrees to and confirms the
         Member's request for an Advance or a commitment for an Advance and
         which, together with this Agreement, shall evidence the terms of such
         Advance or commitment.

         (H) "First Mortgage Collateral" means First Mortgage Documents
         (excluding participation or other fractional interests therein) and all
         ancillary security agreements, policies and certificates of insurance
         or guarantees, evidences of recordation, applications, underwriting
         materials, surveys, appraisals, approvals, permits, notices, opinions
         of counsel and loan servicing data and all other electronically stored
         and written records or materials relating to the loans evidenced or
         secured by the First Mortgage Documents.

         (I) "First Mortgage Documents" mean mortgages and deeds of trust
         (herein "mortgages") secured by a first lien on one-to-four unit single
         family dwellings, and all notes, bonds or other instruments (herein
         "mortgage notes") evidencing fully disbursed loans secured by such
         mortgages and any endorsements or assignments thereof to the Member.

         (J) "Government and Agency Securities Collateral" means mortgage-backed
         securities (including participation certificates) issued by the Federal
         Home Loan Mortgage Corporation or the Federal National Mortgage
         Association, obligations guaranteed by the Government National Mortgage
         Association, and obligations issued or guaranteed by the United States
         or an agency thereof.

         (K) "Indebtedness" means all indebtedness, now or hereafter
         outstanding, of the Member to the Bank, including, without limitation,
         all Advances and all other obligations to pay and liabilities of the
         Member to the Bank.

         (L) "Lendable Collateral Value" means an amount equal to such
         percentage as the Bank shall from time to time, in its sole discretion,
         ascribe to the market value or unpaid principal balances of Items of
         Qualifying Collateral.

         (M) "Other Collateral" means items of property other than Capital
         Stock, First Mortgage Collateral, Government and Agency Securities
         Collateral and Other Securities Collateral which are offered as
         Collateral by the Member to the Bank and are specifically accepted by
         the Bank as Collateral.

         (N) "Other Mortgage Documents" mean mortgages secured by a first lien
         on real property other than on a ons-to-four unit single family
         dwelling and all mortgage notes secured by such mortgages and any
         endorsements or assignments thereof to the Member.

         (O) "Other Securities Collateral" means securities (other than
         Government and Agency Securities Collateral) representing
         unsubordinated interests in, or collateralized by first lien security
         interests in, both the interest and principal payments on first lien
         residential mortgages.

         (P) "Qualifying Collateral" means Collateral other than Capital Stock
         which: (i) is eligible as collateral that can be used to support the
         origination of Advances under the terms and conditions of the Act and
         the Regulations, and satisfies such other requirements as may be
         established by the Bank; (ii) is owned by the Member free and clear of
         any liens, encumbrances or other interests other than the assignment to
         the Bank hereunder; (iii) has not been in default within the most
         recent 12-month period, excepting only in the case of First Mortgage
         Collateral payments which are not past due except as permitted by the
         Bank's Credit Policy; (iv) in the case of First Mortgage Collateral,
         relates to residential real property on which is located a one-to-four
         unit single family dwelling that is covered by fire and hazard
         insurance in an amount at least sufficient to discharge the mortgage
         loan in full in case of loss and as to which all real estate taxes are
         current; (v) has not been classified as

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         substandard, doubtful, or loss by the Member's regulatory authority or
         its management; (vi) in the case of First Mortgage Collateral and Other
         Collateral does not secure an indebtedness on which any director,
         officer, employee, attorney or agent of the Member or any Federal Home
         Loan Bank is personally liable unless the acceptance of such Collateral
         by the Bank has been specifically approved by formal resolution of the
         Board; and (vii) in the case of Other Collateral, Government and Agency
         Securities Collateral and Other Securities Collateral has been offered
         by the Member to the Bank and specifically accepted by the Bank as
         Qualifying Collateral.

         (Q) "Swap Transaction" means an interest rate swap, interest rate cap,
         floor or collar, currency exchange transaction or similar transaction
         entered into between the Bank and the Member.

                         ARTICLE II: ADVANCES AGREEMENT

SECTION 2.01 ADVANCE DOCUMENTATION. The Member may apply for Advances and
commitments for Advances by completing and submitting an Application to the Bank
or by telephonic or other unsigned communication. The Bank may suspend the use
of telephonic applications at any time. The terms of each Advance or commitment
shall be conclusively established by this Agreement and by either (i) the
Member's Application when such Application is executed by the Bank without any
change, or (ii) in the case of an Application received, completed or modified by
the Bank pursuant to a telephonic or other unsigned communication from the
Member ("telephonic application"), by a Confirmation of Advance generated by the
Bank. The Member shall be estopped from asserting any claim or defense with
respect to the terms applicable to an Advance or commitment entered into
pursuant to a telephonic application unless, within two (2) business days of
receipt of the Bank's Confirmation of Advance, the Member delivers to the Bank a
written notice specifying the disputed term(s) or condition(s) of the Advance or
commitment. Within three (3) business days of the date of the Member's receipt
of the Bank's Confirmation of Advance, the Member shall prepare, sign and submit
to the Bank a completed Application conforming to such Confirmation of Advance.
Upon the request of the Bank, the Member shall sign and deliver to the Bank a
promissory note or notes in such form as the Bank may reasonably require
evidencing any Advance. Unless otherwise agreed to by the Bank in writing, each
Advance shall be made by crediting the Member's demand deposit account(s) with
the Bank.

SECTION 2.02 REPAYMENT OF ADVANCES. The Member agrees to repay each Advance in
accordance with this Agreement and the terms and conditions of the Application
or Confirmation of Advance evidencing such Advance. Interest shall be paid on
each Advance at the times specified by the Bank in writing and shall be charged
for each day that an Advance is outstanding at the rate applicable to the
Advance. The Member shall pay to the Bank, immediately and without demand,
interest on any past due principal of and interest on any Advance at an interest
rate which is the greater of (i) the rate applicable to such Advance plus one
percent (1%) or (ii) the rate in effect and being charged by the Bank from time
to time on overdrafts on demand deposit accounts of its members, but in no event
more than any applicable limit set by the Regulations. The Member shall ensure
that, on any day on which any payment is due to the Bank with respect to
Advances or other Indebtedness, the Member's demand deposit account(s) with the
Bank has an available balance in an amount at least equal to the amounts then
due and payable to the Bank, and the Member hereby authorizes the Bank to debit
the Member's demand deposit account(s) with the Bank for all amounts due and
payable with respect to any Advance and for all other amounts due and payable
hereunder. In the event that the available balance in the Member's demand
deposit account(s) is insufficient to pay such due and payable amounts, the Bank
may, without notice to or request from the Member, apply any other deposits,
credits, or monies of the Member then in the possession of the Bank to the
payment of amounts due and payable. All payments with respect to Advances shall
be applied first to any fees or charges applicable thereto and to interest due
thereon, in such order as the Bank may determine, and then to any principal
amount thereof that is then due and payable.

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SECTION 2.03 RIGHT BANK TO MAKE ADVANCES WITH RESPECT TO OUTSTANDING
COMMITMENTS. In The event that there are one or more outstanding Commitments at
the time of an Event of Default under Section 4.01 hereof, the Bank may at its
option, and without notice to or request from the Member, make an Advance by
crediting a special account of the Member with the Bank in an amount equal to
the outstanding Commitments. Amounts credited to such special account shall be
utilized by the Bank for the purpose of satisfying the Bank's obligations under
such Commitments. When all such obligations have expired or have been satisfied,
the Bank shall disburse the balance, if any, in such special account first to
the satisfaction of any amounts then due and owing by the Member to the Bank and
then to the Member or its successors In interest. Advances made pursuant to this
Section 2.03 shall be payable on demand and shall bear interest from the date
the same shall be made until paid at the rate in effect and being charged by the
Bank from time to time on overdrafts on demand deposit accounts of its members,
but in no event more than any applicable limit set by the Regulations.

SECTION 2.04 AMORTIZATION OF ADVANCES. In the event that the Bank determines
that the creditworthiness of the Member, as determined from time to time by the
Bank, does not meet the requirements of the Bank, the Bank may, without
limitation of the Bank's rights upon the occurrence of an Event of Default
hereunder, require amortization by means of monthly payments of principal on
all or part of the Member's Advances. The Member agrees to begin making such
monthly amortization payments, upon thirty (30) days written notice from the
Bank, in such monthly amounts as the Bank shall specify in writing. No monthly
payment shall exceed ten percent (10%) of the original principal balance of the
Advance being amortized. Unless otherwise specified by the Bank in writing to
the Member, such monthly amortizing payments shall not extend or modify the
maturity date or other scheduled payment dates applicable to the Advance being
amortized.

                         ARTICLE III: SECURITY AGREEMENT

SECTION 3.01 CREATION OF SECURITY Interest. As security for all Indebtedness,
the Member hereby assigns, transfers, and pledges to the Bank, and grants to
the Bank a security interest in: (i) all of the Capital Stock and (ii) all of
the First Mortgage Collateral, Government and Agency Securities Collateral,
Other Collateral, and Other Securities Collateral now or hereafter owned by the
Member, and all proceeds thereof, which is specified pursuant to Section 3.04 or
delivered pursuant to Section 3.05. Without limitation of the foregoing, all
property heretofore assigned, transferred or pledged by the Member to the Bank
as Collateral securing indebtedness and other obligations of the Member prior to
the date hereof is hereby assigned, transferred and pledged to the Bank as
Collateral hereunder.

SECTION 3.02 MEMBER'S REPRESENTATION AND WARRANTIES CONCERNING COLLATERAL. The
Member represents and warrants to the Bank, as of the date hereof and the date
of each Advance hereunder, as follows:

         (A) The Member owns and has marketable title to the Collateral and has
         the right and authority to grant a security interest in the Collateral
         and to subject all of the Collateral to this Agreement;

         (B) The information given from time to time by the Member as to each
         item of Collateral is true, accurate and complete in all material
         respects;

         (C) All the Collateral meets the standards and requirements with
         respect thereto from time to time established by the Act, the
         Regulations and the Bank;

         (D)The lien of the First Mortgage Collateral and Other Collateral on
         the real property securing the same is a perfected lien under
         applicable law;

         (E)The Member has not conveyed or otherwise created, and there does not
         otherwise exist, any participation interest or other direct, indirect,
         legal, or beneficial interest in any Collateral on the part of anyone
         other than the Bank and the Member;

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         (F) Except as may be approved in writing by the Bank, no account debtor
         or other obligor owing any obligation to the Member with respect to any
         item of First Mortgage Collateral or Other Collateral has or will have
         any defenses, offsetting claims, or other rights affecting the right
         of the Member or the Bank to enforce such mortgage, mortgage note or
         promissory obligation, and no defaults (or conditions that, with the
         passage of time or the giving of notice or both, would constitute a
         default) exist under any such writings; and

         (G) No part of any real property or interest in real property that is,
         or is the subject of mortgages, included in the Qualifying Collateral
         contains or is subject to the effects of toxic or hazardous materials
         or other hazardous substances (including those defined in the
         Comprehensive Environmental Response Compensation and Liability Act of
         1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous
         Materials Transportation Act, 49 U.S.C. Section 1801 et seq. the
         Resource Conservation and Recovery Act, 42 U.S.C, Section 6901 et seq.,
         and in the regulations adopted and publications promulgated pursuant to
         said laws) the presence of which could subject the Bank to any
         liability under applicable state or Federal law or local ordinance
         either at any time that such property is pledged to the Bank or upon
         the enforcement by the Bank of its security interest therein. The
         Member hereby agrees to indemnify and hold the Bank harmless against
         all costs, claims, expenses, damages, and liabilities resulting in any
         way from the presence or effects of any such toxic or hazardous
         substances or material in, on, or under any real property or interest
         in real property that is subject to or included in the Collateral.

SECTION 3.03 COLLATERAL MAINTENANCE REQUIREMENT.

         (A) The Member shall at all times maintain as Collateral an amount of
         Qualifying Collateral which has a Lendable Collateral Value that is at
         least equal to the then current required Collateral Maintenance Level.
         In addition, the Member agrees to maintain such additional amounts of
         Collateral (which may be Collateral that is not Qualifying Collateral)
         as may be required by the Bank in order to protect its security
         position with respect to outstanding Indebtedness. The Member shall not
         assign, pledge, transfer, create any security interest in, sell, or
         otherwise dispose of any Collateral without the express written consent
         of the Bank.

         (B) If any Collateral that was Qualifying Collateral ceases to be
         Qualifying Collateral, the Member shall promptly notify the Bank in
         writing of that fact and, if so requested by the Bank, of the reason
         that the Collateral has ceased to be Qualifying Collateral. The Member
         shall promptly specify, or deliver, as the case may be, other
         Qualifying Collateral having at least the same Lendable Collateral
         Value as the Collateral so requested to be withdrawn.

         (C) The Bank may review the form and sufficiency of all documents
         pertaining to the Collateral. Such documents must be satisfactory to
         the Bank and, if not, such Collateral may not be acceptable as
         Qualifying Collateral or may have a Lendable Collateral Value applied
         thereto that is less than the Lendable Collateral Value otherwise
         applicable under the Bank's Credit Policy, as the Bank may specify. The
         Bank may require that the Member make any or all documents pertaining
         to the Collateral available to the Bank for its inspection and
         approval.

SECTION 3.04 SPECIFICATION AND IDENTIFICATION OF COLLATERAL

         (A) Upon execution of this Agreement, the Member shall deliver to the
         Bank a status report and accompanying schedules, all in the form(s)
         prescribed by the Bank, specifying and describing Qualifying Collateral
         in an amount sufficient to satisfy the requirements of Section 3.03(A)
         hereof.

         (B) Specified Collateral shall be held by the Member in trust for the
         benefit of, and subject to the direction and control of the Bank, and
         will be physically safeguarded by the Member with at least the same
         degree of care as the Member uses in physically safeguarding its other
         property. Without limitation of the foregoing, the Member shall take
         all action necessary or desirable to protect and preserve the
         Collateral and the Bank's interest therein, including without
         limitation the maintaining of insurance on property securing mortgages
         constituting Collateral (such policies and certificates of insurance or
         guaranty relating to such mortgages are herein called

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         "insurance"), the collection of payments under all mortgages and under
         all insurance, and otherwise assuring that all mortgages are serviced
         in accordance with the standards of a reasonable and prudent mortgagee.

         (C) The Member shall hold each set of First Mortgage Documents and all
         Other Mortgage Documents which are a part of such specified Collateral
         in a separate file folder with each file folder clearly labeled with
         the loan identification number and the name of the borrower(s). Each
         such file folder shall be clearly marked or stamped with the statement:
         "The Mortgage/Deed of Trust and Note Relating to This Loan Have Been
         Assigned to the Federal Home Loan Bank of Atlanta," or such other
         statement that may be approved by the Bank from time to time. If so
         requested by the Bank, in writing, the Member shall physically
         segregate First Mortgage Documents and Other Mortgage Documents which
         are a part of such specified Collateral from all other property of the
         Member in a manner satisfactory to the Bank.

SECTION 3.05 DELIVERY OF COLLATERAL.

         (A) Upon the Bank's written or oral request, or promptly at any time
         that the Member becomes subject to any mandatory collateral delivery
         requirements that may be established in writing by the Bank, and until
         such time as may be agreed upon by the Bank in writing, the Member
         shall deliver to the Bank, or to a custodian designated by the Bank,
         such Qualifying Collateral as may be necessary so that the Lendable
         Collateral Value of Qualifying Collateral held by the Bank, or such
         custodian, meets or exceeds the Collateral Maintenance Level at all
         times. The Member shall also deliver to the Bank, or to a custodian
         designated by the Bank, additional Collateral (which may be Collateral
         that is not Qualifying Collateral) in such amount as may be required by
         the Bank. Collateral delivered to the Bank shall be endorsed or
         assigned, as appropriate, in recordable form by the Member to the Bank,
         as specified by the Bank. Unless otherwise indicated by the Bank, such
         endorsements or assignments may be in blanket form and, in the case of
         First Mortgage Documents and Other Mortgage Documents, there shall be
         separate endorsements and assignments for each county or recording
         district in which the real property covered by such mortgage loans is
         located. With respect to First Mortgage Collateral and mortgage loans
         which are Other Collateral that are delivered hereunder, the Member
         need only deliver the First Mortgage Documents and Other Mortgage
         Documents together with recordable assignments of the mortgages, unless
         otherwise directed by the Bank. Concurrently with the initial delivery
         of Collateral, the Member shall deliver to the Bank a status report and
         accompanying schedules, all in the form(s) prescribed by the Bank,
         specifying and describing the Collateral held by the Bank or its
         custodian and identifying those items of Collateral that are Qualifying
         Collateral.

         (B) With respect to any uncertificated securities pledged to the Bank
         as Collateral hereunder, the delivery requirements contained in this
         Agreement shall be satisfied by the transfer of a security interest in
         such securities to the Bank, such transfer to be effected in such
         manner and to be evidenced by such documents as shall be reasonably
         specified by the Bank.

         (C) The Member agrees to pay to the Bank such reasonable fees and
         charges as may be assessed by the Bank to cover the Bank's overhead and
         other costs relating to the receipt, holding, redelivery and
         reassignment of Collateral and to reimburse the Bank upon request for
         all recording fees and other reasonable expenses, disbursements and
         advances incurred or made by the Bank in connection therewith
         (including the reasonable compensation and the expenses and
         disbursements of any custodian that may be appointed by the Bank
         hereunder, and the agents and legal counsel of the Bank and of such
         custodian).

         (D) The Member shall, upon request of the Bank, immediately take such
         other actions as the Bank shall deem necessary or appropriate to
         perfect the Bank's security interest in the Collateral or otherwise to
         obtain, preserve, protect, enforce or collect the Collateral.

SECTION 3.06 WITHDRAWAL OF COLLATERAL. Upon receipt by the Bank of writings in
the form specified by the Bank constituting (i) a request from the Member for
the withdrawal of Collateral which has been specified or identified pursuant to
Section 3.04 hereof, delivered pursuant to Section 3.05 hereof, or as to which
the Bank has otherwise perfected its security interest; (ii) a detailed listing
of the Collateral to be withdrawn; and (iii) a certificate of a responsible

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officer of the Member certifying as to the Qualifying Collateral that is
Specified and identified by the Member, or held by the Bank, as appropriate,
after such withdrawal, and upon the Bank's determination that the Lendable
Collateral Value of the remaining Qualifying Collateral is not less than the
current required Collateral Maintenance Level, the Bank shall promptly
redeliver, release or reassign to the Member the Collateral identified in the
Member's listing of Collateral to be withdrawn, provided that the Collateral
requested to be withdrawn is not required by the Bank to be maintained as
additional Collateral. Notwithstanding anything to the contrary herein
contained, white an Event of Default hereunder shall have occurred and be
continuing, or at any time that the Bank reasonably and in good faith deems
itself Insecure, the Member may not obtain any such withdrawal.

SECTION 3.07 REPORTS: COLLATERAL AUDITS; ACCESS,

         (A) The Member shall furnish to the Bank annually, and at such other
         times as the Bank may request, an audit report with respect to the
         Member's Collateral, prepared by the Member's external auditor and in
         form or substance acceptable to the Bank, and such financial reports
         and other information relating to the Member's financial condition as
         the Bank may reasonably request.

         (B) The Member shall furnish to the Bank at such times as the Bank may
         request, or as necessary to satisfy the requirements of the Bank, a
         status report with respect to the Member's Collateral prepared by the
         Member in form and substance acceptable to the Bank and as of a date
         within two weeks of the report due date. The status report shall be a
         written report covering such matters regarding the Collateral as the
         Bank may require, including listings of mortgages and unpaid principal
         balances thereof and certifications concerning the status of payments
         on mortgages and of taxes and insurance on property securing mortgages.

         (C) If so requested by the Bank, the Member shall promptly report to
         the Bank any event which reduces the principal balance of any mortgage
         or security or other item of Collateral by five percent (5%) or more,
         whether by prepayment, foreclosure sale, insurance or guaranty payment
         or otherwise.

         (D) The Member shall give the Bank access at all reasonable times to
         Collateral in the Member's possession and to the Member's books and
         records of account relating to such Collateral, for the purpose of the
         Bank's examining, verifying or reconciling the Collateral and the
         Member's reports to the Bank thereon.

         (E) If the Member becomes aware or has reason to believe that the
         Lendable Collateral Value of the Member's Qualifying Collateral has
         fallen below the Collateral Maintenance Level, or that a contingency
         exists which with the lapse of time could result in the Member failing
         to meet the Collateral Maintenance Level, the Member shall immediately
         notify the Bank.

         (F) All Collateral any matters relating thereto shall be subject to
         audit and verification by or on behalf of the Bank. Such audits and
         verifications may occur without notice during the Member's normal
         business hours or upon reasonable notice at such other times as the
         Bank may reasonably request. The Member shall provide access to, and
         shall make adequate working facilities available to, the
         representatives or agents of the Bank for purposes of such audits.
         Reasonable fees and charges may be assessed to the Member by the Bank
         to cover overhead and other costs relating to such audit and
         verification.

         (G) Notwithstanding anything to the contrary, the Member shall be
         solely responsible for the accuracy and adequacy of all information and
         data in each audit or status report (or other writing specifying and
         describing any Collateral) submitted to the Bank, regardless of the
         form in which submitted The Bank shall have no duty to make any
         independent examination of or calculation with respect to the
         information submitted in an audit or status report (or in any written
         schedule that may be submitted by the Member) and, without limiting the
         generality of the foregoing, the Bank makes no representation or
         warranty as to the validity, accuracy, or completeness of any
         information contained in any written records of the Bank concerning, or
         of any response to, such audit or status report.

SECTION 3.08 ADDITIONAL DOCUMENTATION. The Member shall make, execute, record
and deliver to the Bank such financing statements, notices, assignments,
listings, powers, and other documents with respect to the Collateral and the
Bank's security interest therein and in such form as the Bank may reasonably
require.

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SECTION 3.09 BANK'S RESPONSIBILITIES AS TO COLLATERAL. The Bank's duty as to the
Collateral shall be solely to use reasonable care in the custody and
preservation of the Collateral in its possession, which shall not include any
steps necessary to preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection with the management
of the Collateral. The Bank shall not have any responsibility or liability for
the form, sufficiency, correctness, genuineness or legal effect of any
instrument or document constituting a part of the Collateral, or any signature
thereon or the description or misdescription, or value of property represented,
or purported to be represented, by any such document or instrument. The Member
agrees that any and all Collateral may be removed by the Bank from the state or
location where situated and may be subsequently dealt with by the Bank as
provided in this Agreement.

SECTION 3.10 BANK'S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or
times, at the expense of the Member, the Bank may in its discretion, before or
after the occurrence of an Event of Default as defined in Section 4.01 hereof,
in its own name or in the name of its nominee or of the Member, do any or all
things and take any and all actions that are pertinent to the protection of the
Bank's interest hereunder and are lawful under the laws of the State of Georgia,
including, but not limited to, the following:

         (A) Terminate any consent given hereunder

         (B) Notify obligors on any Collateral to make payments thereon directly
         to the Bank;

         (C) Endorse any Collateral in the Member's name;

         (D) Enter into any extension, compromise, settlement, or other
         agreement relating to or affecting any Collateral;

         (E) Take any action the Member is required to take or which is
         otherwise reasonably necessary to (i) sign and record a financing
         statement or otherwise perfect a security interest in any or all of the
         Collateral, or (ii) to obtain, preserve, protect, enforce or collect
         the Collateral;

         (F) Take control of any funds or other proceeds generated by the
         Collateral and use the same to reduce Indebtedness as it becomes due;
         and

         (G) Cause the Collateral to be transferred to its name or the name of
         its nominee.

The Member hereby appoints the Bank as its true and lawful attorney, for and on
behalf of the Member and in its name, place and stead, to prepare, execute and
record endorsements and assignments to the Bank of all or any item of
Collateral, giving or granting to the Bank, as such attorney, full power and
authority to do or perform every lawful act necessary or proper in connection
therewith as fully as the Member might or could do. The Member hereby ratifies
and confirms all that the Bank shall lawfully do or cause to be done by virtue
of this special power of attorney. This special power of attorney is granted for
a period commencing on the date hereof and continuing until the discharge of all
indebtedness and all obligations of the Member hereunder regardless of any
default by the Member, is coupled with an interest, and is irrevocable for the
period granted.

SECTION 3.11 SUBORDINATION OF OTHER LOANS TO COLLATERAL. The Member hereby
agrees that all mortgage notes which are part of the First Mortgage Collateral
or Other Collateral ("pledged notes") shall have priority in right and remedy
over any other loans, whenever made and, however evidenced, which are also
secured by the mortgages or security agreements securing the pledged notes. The
pledged notes shall be satisfied out of the property (or proceeds thereof)
covered by such mortgages or security agreements before any payment is made on
the loans which are not part of the Collateral. To this end, the Member hereby
subordinates the lien of such mortgages and security agreements with respect to
such other loans to the lien of such mortgages and security agreements with
respect to the pledged notes. The Member further agrees to retain possession of
all notes or other instruments evidencing such other loans and not to pledge,
assign, or transfer the same, except insofar as such other loans may be pledged
to the Bank as part of the Collateral.

                                        8
<PAGE>

SECTION 3.12 PROCEEDS OF COLLATERAL. The Member, as the Bank's agent, shall
collect all payments when due on all Collateral. If the Bank so requires, the
Member shall hold such collections separate from its other monies in one or more
designated cash collateral accounts maintained at the Bank and apply them to the
reduction of Indebtedness as it becomes due; otherwise, the Bank consents to the
Member's use and disposition of all such collections.

                          ARTICLE IV: DEFAULT; REMEDIES

SECTION 4.01 EVENTS AT DEFAULT; ACCELERATION. Upon the occurrence of any of the
following events or conditions of default ("Event of Default"), the Bank may at
its option, by a notice to the Member, declare all or any part(s) of the
Indebtedness and accrued Interest thereon, including any prepayment fees or
charges which are applicable to any Advance, to be immediately due and payable
without presentment, demand, protest, or any further notice:

         (A) Failure of the Member to pay when due any interest on or principal
         of any Advance; or

         (B) Failure of the Member to perform any promise or obligation or to
         satisfy any condition or liability contained herein, in any
         Application, in any Confirmation of Advance or in any other agreement
         to which the Member and the Bank are parties; or

         (C) Evidence coming to the attention of the Bank that any
         representations, statements, or warranties made or furnished in any
         manner to the Bank by or on behalf of the Member in connection with any
         Advance or Swap Transaction, any specification or description of
         Qualifying Collateral or any report or certification concerning the
         status, value or principal balance of any item of Collateral was false
         in any material respect when made or furnished or

         (D) Failure of the Member to maintain adequate (Qualifying Collateral
         free of any encumbrances or claims as required herein or

         (E) The issuance of any tax, levy, seizure, attachment, garnishment,
         levy Of execution, or other process with respect to the Collateral; or

         (F) Any suspension of payment by the Member to any creditor of sums due
         or the occurrence of any event which results in another creditor having
         the right to accelerate the maturity of any indebtedness of the Member
         under any security agreement, indenture, loan agreement, or comparable
         undertaking: or

         (G) Appointment of a conservator, receiver, or similar for official the
         Member or any subsidiary of the Member or the Member's property, entry
         of a judgment or decree adjudicating the Member or any subsidiary of
         the Member insolvent or bankrupt or an assignment by the Member or any
         subsidiary of the Member for benefit of creditors; or

         (H) Sale by the Member of all or a material part of the Member's assets
         or the taking of any other action by the Member to liquidate or
         dissolve; or

         (I) Termination for any reason of the Member's membership in the Bank,
         or the Member's ceasing to be a type of entity that is eligible under
         the Act to become a member of the Bank, or

         (J) Merger, consolidation or other combination of the Member with an
         entity which is not a member of the Bank if the nonmember entity is the
         surviving entity, or

         (K) With respect to Advances made pursuant to Section 11(g)(4) of the
         Act, if the creditor liabilities of the Member, excepting liabilities
         to the Bank, are increased in any manner to an amount exceeding five
         percent (5%) of the Member's net assets; or

                                       9
<PAGE>

         (L) The Bank reasonably and in good faith determines that a material
         adverse change has occurred in the financial condition of the Member
         from that disclosed at the time of the making of any Advance or from
         the condition of the Member as theretofore most recently disclosed to
         the Bank.

SECTION 4.02 REMEDIES. Upon the occurrence of any Event of Default, the Bank
shall have all of the rights and remedies provided by applicable law which shall
include, but not be limited to, all of the remedies of a secured party under the
Uniform Commercial Code as in effect in the State of Georgia. In addition, the
Bank may take immediate possession of any of the Collateral or any part thereof
wherever the same may be found. The Bank may sell, assign and deliver the
Collateral or any part thereof at public or private sale for such price as the
Bank deems appropriate without any liability for any loss due to decrease in the
market value of the Collateral during the period held. The Bank shall have the
right to purchase all or part of the Collateral at such sale. If the Collateral
includes insurance or securities which will be redeemed by the issuer upon
surrender, or any accounts or deposits in the possession of the Bank, the Bank
may realize upon such Collateral without notice to the Member, If any
notification of intended disposition of any of the Collateral is required by
applicable law, such notification shall be deemed reasonable and properly given
if given as provided by applicable law or in accordance with Section 5.06 hereof
at least 5 days before any such disposition. The proceeds of any sale shall be
applied in the order that the Bank, in its sole discretion, may choose. The
Member agrees to pay all the costs and expenses of the Bank in the collection of
the Indebtedness and enforcement of the Bank's rights and remedies in case of
default, including, without limitation, reasonable attorneys' fees. The Bank
shall, to the extent required by law, apply any surplus, after (i) payment of
the Indebtedness, (ii) provision for repayment to the Bank of any amounts to be
paid or advanced under Outstanding Commitments, and (iii) payment of all costs
of collection and enforcement, to the claims of person(s) legally entitled
thereto, with any remaining surplus paid to the Member. The Member shall be
liable to the Bank for any deficiency remaining.

SECTION 4.03 PAYMENT OF PREPAYMENT CHARGES. Any prepayment fees or charges
applicable to an Advance shall be payable at the time of any voluntary or
involuntary payment of all or part of the principal of such Advance prior to the
originally scheduled maturity thereof, including without limitation payments
that are made as a part of a liquidation of the Member or that become due by
operation of law or as a result of an acceleration pursuant to Section 4.01
hereof, whether such payment is made by the Member, by a conservator, receiver,
liquidator or trustee of or for the Member, or by any successor to or any
assignee of the Member.

                            ARTICLE V: MISCELLANEOUS

SECTION 5.01 GENERAL REPRESENTATIONS AND WARRANTIES BY THE MEMBER. The Member
hereby represents and warrants that, as of the date hereof and the date of each
Advance hereunder:

         (A) The Member is not, and neither the execution of nor the performance
         of any of the transactions or obligations of the Member under this
         Agreement shall, with the passage of time, the giving of notice or
         otherwise, cause the Member to be: (i) in violation of its charter or
         articles of incorporation, by-laws, the Act or the Regulations, any
         other law or administrative regulation, or any court decree; or (ii) in
         default under or in breach of any material indenture, contract or other
         instrument or agreement to which the Member is a party or by which it
         or any of its property is bound.

         (B) The Member has full corporate power and authority and has received
         all corporate and governmental authorizations and approvals (including
         without limitation those required under the Act and the Regulations) as
         may be required to enter into and perform its obligations under this
         Agreement, to borrow each Advance and to obtain each commitment for an
         Advance.

                                       10

<PAGE>

         (C) The information given by the Member in any document provided, or in
         any oral statement made, in connection with an application or request
         for an Advance or commitment for an Advance, is true, accurate and
         complete in all material respects.

SECTION 5.02 ASSIGNMENT. The Bank may assign or negotiate to any other Federal
Home Loan Bank or to any other person or entity, with or without recourse, any
Indebtedness of the Member or participations therein, and Bank may assign or
transfer all or any part of Bank's right, title, and interest in and to this
Agreement and may assign and deliver the whole or any part of the Collateral to
the transferee, which shall succeed to all the powers and rights of the Bank in
respect thereof, and the bank shall thereafter be forever relieved and fully
discharged from any liability or responsibility with respect to the transferred
Collateral. The Member may not assign or transfer any of its rights or
obligations hereunder without the express prior written consent of the Bank.

SECTION 5.03 DISCRETION OF THE BANK TO GRANT OR DENY ADVANCES. Nothing contained
herein or in any documents describing or setting forth the Bank's Credit Program
and credit policies shall be construed as an agreement or commitment on the part
of the Bank to grant Advances or extend commitments for Advances hereunder, the
right and power of the Bank in its discretion to either grant or deny any
Advance or commitment for an Advance requested hereunder being expressly
reserved. The determination by the Bank of Lendable Collateral Value shall not
constitute a determination by the Bank that the Member may obtain Advances or
commitments for Advances in amounts up to such Lendable Collateral Value.

SECTION 5.04 AMENDMENT: WAIVERS. No modification, amendment or waiver of any
provision of this Agreement or consent to any departure therefrom shall be
effective unless in a writing executed by a responsible officer of the party
against whom such change is asserted and shall be effective only in the specific
instance and for the purpose of which given. No notice to or demand on the
Member in any case shall entitle the Member to any other or further notice or
demand in the same, or similar or other circumstances. Any forbearance, failure
or delay by the Bank in exercising any right, power or remedy hereunder shall
not be deemed to be a waiver thereof, and any single or partial exercise by
the Bank of any right, power or remedy hereunder shall not preclude the further
exercise thereof. Every right, power and remedy of the Bank shall continue in
full force and effect until specifically waived by the Bank in writing.

SECTION 5.05 JURISDICTION: LEGAL FEES. In any action or proceeding brought by
the Bank or the Member in order to enforce any right or remedy under this
Agreement, the parties hereby consent to, and agree that they will submit to,
the jurisdiction of the United States District Court for the Northern District
of Georgia or, if such action or proceeding may not be brought in Federal court,
the jurisdiction of the courts of the State of Georgia located in the City of
Atlanta. The Member agrees that if any action or proceeding is brought by the
Member seeking to obtain any legal or equitable relief against the Bank under
or arising out of this Agreement or any transaction contemplated hereby and such
relief is not granted by the final decision, after any and all appeals, of a
court of competent jurisdiction, the Member will pay all attorneys' fees and
other costs incurred by the Bank in connection therewith.

SECTION 5.06 NOTICES. Except as provided in the last sentence of this Section,
any written notice, advice, request, consent or direction given, made or
withdrawn pursuant to this Agreement shall be either in writing or transmitted
electronically and reproduced mechanically by the addressee and shall be given
by first class mail, postage prepaid, by telecopy or other facsimile
transmission, or by private courier or delivery service. All non-oral notices
shall be deemed given when actually received at the principal office of the Bank
or the Member, as appropriate. All notices shall be designated to the attention
of an office or section of the Bank or of the Member if the Bank or the Member
has made a request for the notice to be so addressed. Any notice by the Bank to
the Member pursuant to Sections 3.04 or 3.05 hereof may be oral and shall be
deemed to have been duly given to and received by the Member at the time of the
oral communication.

SECTION 5.07 SIGNATURES OF MEMBER. For purposes of this Agreement, documents
shall be deemed signed by the Member when a signature of an authorized signatory
or an authorized facsimile thereof appears on the document. The Bank may rely on
any signature or facsimile thereof which reasonably appears to the Bank to be
the signature

                                       11

<PAGE>

of an authorized person, including signatures appearing on documents transmitted
electronically to and reproduced mechanically at the Bank. The Secretary or an
Assistant Secretary of the Member shall from time to time certify to the Bank on
forms provided by the Bank the names and specimen signatures of the persons
authorized to apply on behalf of the Member to the Bank for Advances and
commitments for Advances and otherwise act for and on behalf of the Member in
accordance with this Agreement. Such certifications are incorporated herein and
made a part of this Agreement and shall continue in effect until expressly
revoked by the Member notwithstanding that subsequent certifications may
authorize additional persons to act for and on behalf of the Member.

SECTION 5.08 APPLICABLE LAW: SEVERABILITY. In addition to the terms and
conditions specifically set forth herein and in any Application or Confirmation
of Advance between the Bank and the Member, this Agreement and all Advances and
all commitments for Advances granted hereunder shall be governed by the
statutory and common law of the United States and, to the extent Federal law
incorporates or defers to state law, the laws (exclusive of the choice of law
provisions) of the State of Georgia. Notwithstanding the foregoing, the Uniform
Commercial Code as In effect in the State of Georgia shall be deemed applicable
to this Agreement and to any Advance hereunder and shall govern the attachment
and perfection of any security interest granted hereunder. In the event that any
portion of this Agreement conflicts with applicable law, such conflict shall not
affect other provisions of this Agreement which can be given effect without the
conflicting provision, and to this end the provisions of this Agreement are
declared to be severable.

SECTION 5.09 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of the Member and
the Bank.

SECTION 5.10 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto relating to the subject matter hereof
and supersedes all prior agreements between such parties which relate to such
subject matter. Notwithstanding the above, rates of interest, repayment
schedules, and fees and other charges applicable to Advances and commitments for
Advances made by the Bank to the Member prior to the execution of this Agreement
shall continue to be governed exclusively by the terms of the prior agreements
pursuant to which such Advances and commitments were made, provided, however,
that Section 4.03 hereof shall apply to all Advances.

                                       12

<PAGE>

         IN WITNESS WHEREOF, Member and Bank have caused this Agreement to be
signed in their names by their duly authorized officers as of the date first
above mentioned.

                             SOUTHERN COMMUNITY BANK

--------------------------------------------------------------------------------
                         (Full Corporate Name of Member)

By: /s/ [ILLEGIBLE]                            CHARLIE W. BRINKLEY, Jr. CHAIRMAN
    -------------------------------            ---------------------------------
         (Authorized Signature)                (Typed Name and Title of Signer)

By: /s/ [ILLEGIBLE]                            JOHN G. SQUIRES, PRESIDENT
    -------------------------------            ---------------------------------
         (Authorized Signature)                (Typed Name and Title of Signer)

                                                       (MEMBER'S CORPORATE SEAL)

FEDERAL HOME LOAN BANK OF ATLANTA

By:
   --------------------------------           ---------------------------------
         (Authorized Officer)                               (Title)

By:
   --------------------------------           ---------------------------------
         (Authorized Officer)                               (Title)

                                       13
<PAGE>

                        FEDERAL HOME LOAN BANK OF ATLANTA

                             MEMBER ACKNOWLEDGEMENT
                                AND NOTARIZATION

STATE OF Florida
                   } ss;
County OF Orange

         On this 21st day of October, 1999 before me personally came CHARLIE W.
BRINKLEY, JR. and JOHN G. [ILLEGIBLE] , to me known, who, being by me duly
sworn, did depose and state that they are the CHAIRMAN and PRESIDENT of said
Member, the Member described in and which executed the above instrument; that
they know the seal of said Member, that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
or other governing body of said Member; and that they signed their names thereto
by order of the Board of Directors or other governing body of said Member and
that said CHAIRMAN and PRESIDENT acknowledged the execution of said instrument
to be the voluntary act and deed of said Member.

/s/ Linda D. Coor
--------------------------------
    Notary Public Signature

Notary Public in and
for the State of: Florida                                 (NOTARY PUBLIC'S SEAL)

My commission expires: ____________________

[SEAL]                       PERSONALLY KNOWN [X]         OR PRODUCED TO [ ]
                             ID PRODUCED: ______________________________________
                             AN OATH WAS [ ]      WAS NOT [X]  ADMINISTERED

                                       14

</TEXT>
</DOCUMENT>
