PURCHASE AND ASSUMPTION AGREEMENT

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     This Purchase and Assumption Agreement (this "Agreement") dated as of April

13, 2001, by and among Republic Security Bank, a Florida-chartered bank having

its principal place of business at 450 South Australian Avenue, in West Palm

Beach, Florida ("Seller"), ABC Bancorp, a Georgia bank holding company ("Buyer")

and, Tri-County Bank, a Florida-chartered bank, having its principal office at

302 North Main Street, Trenton, FL 32693 ("Buyer Sub").





                                  WITNESSETH:

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     WHEREAS, Seller desires to sell certain assets and transfer certain

deposits and other liabilities of Seller's Branch Office listed on EXHIBIT A

(the "Branch"); and



     WHEREAS, Buyer desires to have Buyer Sub purchase such assets and assume

such deposits and other liabilities, upon the terms and conditions provided in

this Agreement.



     NOW, THEREFORE, in consideration of these presents and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:





I.   DEFINITIONS

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     1.1  Certain Defined Terms.

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     Some of the capitalized terms appearing in this Agreement are defined

below.  The definition of a term expressed in the singular also applies to that

term as used in the plural in this Agreement and vice versa.



     "Adjustment Payment" shall mean the amount due to either Seller or Buyer as

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reflected on the Final Closing Statement.



     "Agreement" shall mean this Agreement and all modifications and amendments

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to this Agreement.



     "Applicable Percentage" shall mean 6.5%.

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     "Arbitrator" shall mean the firm of Price Waterhouse, LLP, or if such firm

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shall decline to perform the function of the Arbitrator specified in Section

3.3(d) hereof, then such other national firm of certified public accountants as

shall be mutually agreeable to Seller and Buyer.



     "Assets" shall mean all of the property described in Section 2.1 of this

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Agreement.



     "Borrowers" shall mean any Persons who are borrowers or obligors under the

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Loans.



     "Business Day" shall mean any day other than a Saturday, Sunday or other

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day on which Seller is closed.



     "Cash on Hand" means the amount of all actual currency and coinage and

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other cash items (excluding items drawn on or received against insufficient

funds or closed accounts, and items received for deposit which have

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been returned uncollected) on hand at the Branch, including currency in the

Branch automated teller machine, as of the close of business on the Closing

Date.



     "Closing" shall mean the transfer of the Assets to Buyer Sub and the

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assumption of the Liabilities by Buyer Sub on the Closing Date.



     "Closing Date" shall have the meaning set forth in Section 9.1 of this

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Agreement.



     "Conversion Plan" shall mean the plan to be mutually agreed upon between

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Seller and Buyer for the transfer from Seller to Buyer Sub of data, information

and records from Seller's data processing system to Buyer Sub's data processing

system.



     "Customers" shall mean the Borrowers and the Depositors and those Persons

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who have rented safe deposit boxes pursuant to the Safe Deposit Agreements.



     "Depositors" shall mean account holders having Deposits.

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     "Deposit Premium" shall mean the Applicable Percentage multiplied by the

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monthly average balance of Deposits at the Branch for the calendar month

immediately preceding the Closing Date.



     "Deposits" shall mean all deposits (as defined in 12 U.S.C. Section

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1813(1)) of Seller shown on the books and records of the Branch, including

accrued but unpaid interest and both collected and uncollected funds and

deposits subject to contractual holds, together with Seller's rights and

responsibilities under any customer agreement evidencing or relating thereto,

but excluding (i) deposits securing loans or other extensions of credit by

Seller where such loans or other extensions of credit are not being transferred

under this Agreement, (ii) deposits held in accounts for which Seller acts as

fiduciary (other than deposits held by Retirement Plans) which are not

transferable to Buyer without court order or consent of the beneficiary, or

cannot otherwise be lawfully transferred, (iii) deposits subject to legal

process or litigation, (iv) deposits which have been reported as abandoned

property under the abandoned property laws of any jurisdiction, (v) deposits

held in any Retirement Plan where the account holder has notified Seller or

Buyer Sub of his, her or its objection to Buyer Sub acting as custodian or

trustee of such Retirement Plan, (vi) deposits by Seller or its affiliates,

(vii) deposits constituting official checks, travelers checks, money orders, or

certified checks of Seller and (viii) accounts designated as "closed" on the

books and records of Seller.



     "Environmental Laws" shall mean all laws and regulations relating to

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pollution or protection of human health or the environment (including ambient

air, surface water, ground water, land surface or subsurface strata) and which

are administered, interpreted or enforced by the United States Environmental

Protection Agency and state and local agencies with jurisdiction over, and

including common law in respect of, pollution or protection of the environment,

including the Comprehensive Environmental Response Compensation and Liability

Act, as amended, 42 U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation

and Recovery Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and any other

federal, state or local law, ordinance, regulation, rule, order or decree

regulating, relating to, or imposing liability, responsibility, or standards of

conduct applicable to environmental, health or safety conditions and/or releases

(or potential releases) of Hazardous Substances in, on, at, from or otherwise

affecting the Branch (including without limitation any building, fixture,

structure or confined space thereon) or any Subsurface Area, as such may now or

at any time hereafter be defined or in effect.



     "Equipment Leases" shall mean those lease agreements granting Seller rights

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to the equipment described herein.



     "FDIC" means the Federal Deposit Insurance Corporation.

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     "Final Closing Statement" shall mean the closing statement provided to

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Buyer by Seller within thirty (30) calendar days after the Closing Date in the

form attached as EXHIBIT F.



     "Fixed Assets" means those furnishings, equipment, and fixtures owned by

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Seller (excluding leased equipment, proprietary signage and certain branch

automation and communications equipment and computer software which may be

removed by Seller prior to Closing) which are used or located at the Branch and

are described in the attached EXHIBIT B.



     "Department" means the Florida Department of Banking and Finance.

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     "Holds" shall mean restrictions that freeze the entire balance or a

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specific part of a bank account, or in some other manner restrict payment from

the account.



     "Liabilities" shall have the meaning set forth in Section 2.6 and Section

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7.6 of this Agreement.



     "Loan Purchase Price" shall mean the aggregate outstanding principal

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balance (including credit balances resulting from overpayment and late fees and

other charges accrued but not including the unfunded portion of all outstanding

lines of credit or loan commitments) and all accrued and unpaid interest and

accrued but unpaid credit protection insurance premiums of all Loans on the

Closing Date and less prepaid interest thereon as of the Closing Date and

prepaid credit protection insurance premiums as of the Closing Date.



     "Loans" means all unsecured line of credit extensions of credit attached to

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deposit accounts, and agreements to extend unsecured lines of credit attached to

deposit accounts, by Seller shown on the books and records of the Branch

(including the unfunded portion of all outstanding unsecured line of credit

products), excluding any extensions of credit or agreements to extend credit

excluded from the Assets by Buyer or Buyer Sub, pursuant to Section 2.4 hereof.



     "Monetary Defects" means mechanics', materialmen's or other similar liens,

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judgments, liens, pledges, mortgages, deeds of trust, security deeds,

conditional sales contracts, security interests and assignments, UCCs, and other

encumbrances capable of being satisfied by the payment of a specified sum or

otherwise of a monetary nature.



     "Non-Monetary Defects" means all other material defects with respect to the

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Real Property and title thereto which are not Monetary Defects.



     "Operation and Maintenance Contracts" shall mean the contracts that relate

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to the operation and maintenance of certain of the Fixed Assets and the Real

Property.



     "Person" shall mean any individual, corporation, partnership, trust or

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other legal entity.



     "Preliminary Closing Statement" shall mean the closing statement designated

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on EXHIBIT E.



     "Preliminary Payment" shall mean the payment amount calculated in

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accordance with EXHIBIT E.



     "Processing Period" shall mean the period up to and including July 31, 2001

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during which Seller will act as Buyer Sub's collecting bank for the receipt of

specific identified transactions.



     "Purchase Price" shall mean the sum of items (i) through (v) in Section 3.1

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(a).



     "RSPSP" shall mean Seller's parent's Retirement Savings and Profit Sharing

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Plan.



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<PAGE>



     "Real Property" shall mean real property more particularly described on

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EXHIBIT D, together with the structures and improvements located thereon.



     "Records" shall mean (i) all records and files which are in Seller's

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possession (whether in electronic image or paper form) that can be transferred

to Buyer Sub without unreasonable expense, relating to the Assets, the

Liabilities, Real Property, Real Estate Leases, the Fixed Assets and the Safe

Deposit Agreements in Seller's possession; and (ii) all maintenance records and

warranties relating to the Fixed Assets and the Branch in Seller's possession.



     "Retirement Plans" means those individual retirement accounts and qualified

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retirement plans relating to the Deposits for which Seller acts as custodian or

trustee but which are not administered by Seller's trust department.



     "Safe Deposit Agreements" means the safe deposit box rental agreements

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relating to the safe deposit boxes located at the Branch, which agreements are

in effect as of the Closing Date.



     "Termination Fee" shall mean one (1) percent multiplied by the purchase

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price calculated in accordance with Section 3.1 hereof.



     1.2  Accounting Terms. To the extent that any accounting terms used in this

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Agreement are not defined in Section 1.1 or elsewhere herein, they shall be

defined under definitions found in generally accepted accounting principles.





II.  TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

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     2.1  Transfer of Assets.  On the Closing Date and subject to the

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satisfaction of the conditions set forth in Sections 9.3 and 9.4 hereof, Seller

shall sell, convey, assign and transfer to Buyer Sub, and Buyer Sub shall

purchase from Seller, without recourse against Seller except as provided in this

Agreement, all of Seller's right, title, and interest in and to the following

assets (referred to herein collectively as the "Assets"):



          (a)  the Fixed Assets;



          (b)  the Real Property (and all of Seller's right, title and interest,

               if any, in and to all easements, rights and privileges,

               hereditaments and appurtenances thereto);



          (c)  the Cash on Hand;



          (d)  Seller's rights under the Safe Deposit Agreements;



          (e)  Seller's rights under the Equipment Leases;



          (f)  Seller's rights under the Operation and Maintenance Contracts;



          (g)  the Records;



          (h)  the Loans; and



          (i)  Seller's causes of action or claims relating to the Assets.



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THE ASSETS ARE TRANSFERRED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES

(INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE) EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THIS AGREEMENT

AND IN THE SPECIAL WARRANTY DEED EXECUTED AND DELIVERED PURSUANT HERETO.



     2.2  Buyer's Due Diligence With Respect to the Real Property.  (a) Upon

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execution of this Agreement, to the extent they are in Seller's possession,

Seller shall provide to Buyer copies of (i) any and all environmental reports

relating to the Real Property, (ii) Seller's title insurance policy insuring

Seller's title to the Real Property and (iii) the survey.  The Real Property

will be conveyed "as is" without any representation or warranty as to the

physical condition of the Real Property, any due diligence matters or materials,

whether delivered or provided by Seller or obtained by Buyer or Buyer Sub, or as

to compliance with any Environmental Law.  Title will be conveyed by special

warranty deed.



(b) Buyer or Buyer Sub shall have the period between the date hereof (with

respect to actions which do not impact Seller's employees or the Branch) or

April 19, 2001 (with respect to actions impacting Seller's employees or the

Branch) up to and including May 18, 2001, to conduct, at Buyer's expense, such

"due diligence" and other investigations and inspections of the Real Property

and the title thereto as Buyer, in its discretion may deem appropriate,

including but not limited to conducting surveys and inspections and tests.  The

right of inspection will terminate if this Agreement is terminated.  Buyer

hereby covenants and agrees to indemnify and hold harmless Seller from any and

all loss, liability, costs, claims, demands, damages, actions, causes of action,

and suits arising out of or in any manner related to the exercise by Buyer of

Buyer's rights under this Section 2.2.  Buyer further covenants and agrees that

if this transaction does not close it will, as to changes caused by Buyer,

restore the Real Property to its condition on the date hereof, at Buyer's sole

cost and expense, and provide to Seller copies of all due diligence materials

obtained by Buyer, including, but not limited to, any and all due diligence

materials in whatever format (e.g., electronic, digital, or otherwise).  This

provision will survive any termination of this Agreement.



(c) No later than May 18, 2001, Buyer shall deliver to Seller a written notice

of any Monetary Defects and Non-Monetary Defects (collectively, the "Material

Defects") with respect to the Real Property and title thereto (the "Notice of

Material Defects").  After the receipt of the Notice of Material Defects and no

later than May 28, 2001, Seller shall advise Buyer ("Seller's Notice") that (i)

Seller will either remove or remedy any Monetary Defect set forth in said Notice

of Material Defects on or before the Closing Date, (ii) Seller will attempt to

remove or remedy any Non-Monetary Defects set forth in said Notice of Material

Defects on or before the Closing Date, or (iii) Seller will not remove or remedy

such Material Defects.  If Seller elects not to remove or remedy any Material

Defect, Buyer shall have the option of waiving such Material Defect or waiving

its objection to such Material Defect, which waiver must be delivered to Seller

within ten (10) calendar days after Seller's Notice.  If Buyer does not waive

any such Material Defect, Buyer shall have the option of terminating this

Agreement, notice of which termination must occur within ten (10) calendar days

after Buyer's receipt of Seller's Notice. Failure by Buyer to give such notice

of termination to Seller within such time period shall be deemed to be a waiver

by Buyer of such Material Defect.



(d) In the event Seller shall not have received a Notice of Material Defects by

May 18, 2001, Buyer shall be deemed to have accepted the title and the physical

condition of the Real Property for the purposes of Closing, except for material

adverse changes in the physical condition of the Real Property or the title,

occurring subsequent to May 7, 2001 but prior to the Closing Date.  Ad valorem

taxes which are not yet due and payableand all Material Defects which are not

objected to by Buyer as provided herein or for which Buyer waives its objections

pursuant to the terms hereof shall be collectively referred to herein as the

"Permitted Exceptions."



NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SELLER SHALL HAVE NO

OBLIGATION TO REMOVE OR REMEDY ANY MATERIAL DEFECTS, EXCEPT SUCH MONETARY



5

<PAGE>



DEFECTS AS ARE SPECIFICALLY SET FORTH IN SELLER'S NOTICE PURSUANT TO SECTION

2.2(c)(i) ABOVE.



Radon Notice. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS

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ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO

PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND

STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION

REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH

UNIT.



     2.3  Buyer's Due Diligence with Respect to the Fixed Assets.  Any Fixed

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Assets will be conveyed "as is" without any representation or warranty as to the

physical condition of the assets. Buyer shall have the period between the date

hereof (with respect to actions which do not impact Seller's employees or the

Branch) or April 19, 2001 (with respect to actions impacting Seller's employees

or the Branch) up to and including May 7, 2001 to conduct, at Buyer's expense,

such "due diligence" and other investigations and inspections of the Fixed

Assets and the title thereto as Buyer, in its discretion may deem appropriate.



Buyer may within that due diligence period exclude from the sale any Fixed

Assets which Buyer may in its discretion elect to exclude and shall provide

Seller with a written notice to that effect, which shall be delivered within

five (5) Business Days after May 7, 2001, and shall specify the Fixed Assets to

be excluded.  Any Fixed Assets not excluded within the five (5) business day

period shall be deemed to have been accepted by the Buyer for the purposes of

the Closing except to the extent of any material adverse change in any of the

Fixed Assets occurring subsequent to the due diligence period but prior to the

Closing Date.



     2.4  Buyer "Due Diligence" With Respect to the Loans. Buyer shall have a

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period beginning on the date hereof, up to and including May 7, 2001, to examine

each of the files maintained by Seller in connection with the Loans to determine

if such files are sufficiently complete to permit Buyer to include such Loans in

the transfer of Assets contemplated by this Agreement ("Buyer Due Diligence").

Buyer may reject any such Loans as Buyer in its sole discretion deems

appropriate and Buyer shall deliver written notice to Seller no later than the

end of business on May 14, 2001.  Such excluded Loans shall not be a part of the

Assets transferred hereunder.  To the extent that the Buyer shall choose to

accept transfer of the Loans, such transfer shall be "as is" with respect to the

Loan documentation included in such files and Seller shall have no obligation to

Buyer whether by indemnity or otherwise with respect to any documents which are

missing from or not otherwise included in the Loan files. Any Loans reviewed as

aforesaid and not excluded by May 14, 2001 shall be deemed to have been accepted

by the Buyer for the purposes of the Closing and must be purchased on the

Closing Date, except to the extent of any material adverse change in any of the

Loans occurring subsequent to May 14, 2001 but prior to the Closing Date.  A

"material adverse change" as used in this paragraph shall mean (i) that the

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