LOAN AND STOCK PLEDGE AGREEMENT



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

of July 7, 2003, between COMMUNITY NATIONAL BANCORPORATION, Ashburn, a Georgia

corporation (the "Borrower"), and MICHAEL E. WARD, a natural person (the

"Lender").



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

$6,000,000 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 Community National

Bank, having its main office at 561 E. Washington Street, Ashburn, Georgia 31714

and First National Bank of Tarpon Springs, having its main office at 710 E.

Tarpon Avenue, Tarpon Springs, Florida 34689 and Cumberland National Bank,

having its main office at 392 Charlie Smith, Sr. Highway, St. Mary's, Georgia

31558 (the "Bank").  Certain capitalized terns 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.

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          (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, consensual 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 $18,800,000, 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 $18,800,000.

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





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

collateral upon the request of the Borrower.





     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 bank holding company with the Board of Governors of

the Federal Reserve System and the Georgia Department of Banking and Finance.

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 600 E.

Washington Street, Ashburn, Georgia 31714.



          (b)   Community National Bank of Ashburn is a banking corporation duly

organized, validly existing, and in good standing under the laws of the State of

Georgia. The Borrower owns all the Stock (consisting of 300,000 shares) and

there are no other outstanding shares of capital stock and no outstanding

options, warrants or other rights that can be converted into shares of capital

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