LOAN AND STOCK PLEDGE AGREEMENT



         THIS LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as

of July 31, 2000, between ebank.com, Inc., a Georgia corporation (the

"Borrower"), and THE BANKERS BANK, a Georgia banking corporation (the "Lender").



         On the date hereof the Borrower is borrowing the principal amount of up

to $2,500,000 from the Lender (the "Loan"), which will be evidenced by the Note.

The Lender is willing to make the Loan to the Borrower on the terms and

conditions described below. The Borrower and Lender agree that the payment and

performance of all obligations relating to the Loan will be secured through the

pledge to the Lender of all the issued and outstanding shares of capital stock

owned or hereafter acquired by the Borrower (the "Stock") in ebank, having its

main office at 2410 Paces Ferry Road, Atlanta, Georgia 30339 (the "Bank"), and

the unconditional joint and several personal guaranty of Terry Ferrero, Stephen

Gross, Gary Bremer, Frank Perisino, Webb Howell, Louis J. Douglass, III, Rich

Parlontieri and Richard C. Carter (the "Guaranty Agreement"). Certain

capitalized terms used in this Agreement are defined in Section 22 of this

Agreement.



         In consideration of the premises and the mutual agreements and

representations in this Agreement, the Lender and the Borrower agree as follows:



1.       SECURITY INTEREST.



         (a) The Borrower hereby unconditionally grants and assigns to the

Lender and its successors and assigns a continuing security interest in and

security title to the Stock. The Borrower hereby delivers to the Lender all of

its right, title and interest in and to the Stock, together with certificates

representing the Stock and stock powers endorsed in blank, as security for (i)

all obligations of the Borrower to the Lender hereunder, and (ii) payment and

performance of all obligations of the Borrower to the Lender under the Note,

whether direct or indirect, absolute or contingent, now or hereafter existing,

or due or to become due. If the Borrower receives, for any reason whatsoever,

any additional shares of the capital stock of the Bank, such shares shall

thereupon constitute Stock to be held by the Lender under the terms of this

Agreement and the Borrower shall immediately deliver such shares to the Lender,

together with stock powers endorsed in blank by the Borrower. Beneficial

ownership of the Stock, including all voting, consentual and dividend rights,

shall remain in the Borrower until the occurrence of a Default.



         (b) If, prior to repayment in full of the Loan, the aggregate book

value of the Stock becomes less than $6,000,000, the Borrower shall promptly

deliver to the Lender on demand additional collateral of a type and value

acceptable to the Lender (and the Lender's judgment in valuing same shall be

conclusive) so that the sum of the value of such additional collateral plus the

aggregate book value of the Stock is equal to or in excess of $6,000,000. The

Borrower shall also execute any security documents the Lender may request to

evidence and perfect the Lender's rights in such additional collateral. If at

any time such additional collateral is no longer required pursuant to this

Section 1(b), the Lender shall release its security interest in such additional

collateral upon the request of the Borrower.





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2.       REPRESENTATIONS AND WARRANTIES.



         The Borrower represents and warrants to the Lender as follows:



         (a) The Borrower is a corporation duly organized, validly existing, and

in good standing under the laws of the State of Georgia and is qualified to do

business in all jurisdictions where such qualification is necessary. The

Borrower is registered as a thrift holding company with the Office of Thrift

Supervision. The chief executive office of the Borrower and the principal place

of business of the Borrower where the records of the Borrower are kept are

located at 2410 Paces Ferry Road, Atlanta, Georgia 30339 (Cobb County), and the

Borrower's U.S. employer identification number is 58-2349097.



         (b) The Bank is a federal savings bank duly organized, validly

existing, and in good standing under the laws of the United States. The Borrower

owns all the Stock (consisting of ________ shares) and there are no other

outstanding shares of capital stock and no outstanding options, warrants or

other rights which can be converted into shares of capital stock of the Bank.

The Bank has all requisite corporate power and authority and possesses all

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