THIS ESCROW AGREEMENT (this "Agreement") is entered into as of the 5th day of March, 1998, by and
among Southeast Commerce Holding Company, a Georgia corporation (the "Company"), Banc Stock Financial
Services, Inc. (the "Sales Agent"), and The Bankers Bank (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Company proposes to offer and sell (the "Offering") up to 15,000,000 shares of Common
Stock, par value $.01 per share (the "Shares"), to investors at $10.00 per Share pursuant to a registered public
WHEREAS, the Sales Agent intends to sell the Shares as the Company's agent on a best efforts, all-or-none
basis for 550,000 shares and on a best efforts basis for the remaining Shares; and
WHEREAS, the Company desires to establish an escrow for funds forwarded by subscribers for the Shares, and
the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEPOSIT WITH ESCROW AGENT.
(a) The Escrow Agent agrees that it will from time to time accept, in its capacity as escrow agent, subscription
funds for the Shares (the "Escrowed Funds") received by it from subscribers, the Sales Agent, or the Company
when it has received checks from subscribers. All checks shall be made payable to the Escrow Agent. If any
check does not clear normal banking channels in due course, the Escrow Agent will promptly notify the Company
and the Sales Agent. Any check which does not clear normal banking channels and is returned by the drawer's
bank to Escrow Agent will be promptly turned over to the Sales Agent, along with all other subscription
documents relating to such check. Any check received that is made payable to a party other than the Escrow
Agent shall be returned to the Sales Agent for return to the proper party. The Company in