Sales Agent Agreement

April 1, 1999


Mr. Vincent D. Cater President and Chief Executive Officer United Americas Bankshares, Inc. 23 Stillhouse Road Atlanta, GA 30339


Dear Vince:


This letter sets forth your agreement ("Agreement") with GMA Partners, Inc. ("GMA") as to the terms and conditions on which GMA will provide financial advisory services to United Americas Bankshares, Inc. (the "Company") and assist the Company, on a best efforts basis, to raise approximately $12,000,000 in equity capital through the sale of the Company's common stock (the "Transaction"). The proceeds of the Transaction will be used for the initial capitalization of United Americas Bank, N.A. ("Bank"), a wholly owned subsidiary of the Company.


During the term of this Agreement, GMA shall serve as the Company's exclusive financial adviser and sales agent with respect to the Transaction, although it is contemplated that officers and directors of the Company may assist the Company in effecting the Transaction. GMA will not, however, purchase any securities of the Company for resale or otherwise act as an underwriter as that term is defined in the Securities Act of 1933, as amended (the "Act"), in connection with the Transaction.


The Company anticipates that the equity capital will be raised through the sale of common shares of the Company commencing in April of this year. The shares will be offered to investors via a Registration Statement to be prepared by the Company and filed with the Securities and Exchange Commission and state securities regulators as required (the "Offering"). It is anticipated the Company's Board of Directors and Board of Advisors, together with their Hispanic contacts, will invest approximately fifty-one percent (51%) of the funds required to complete the Transaction. Proceeds of the Offering will be placed in escrow as described in the draft Registration Statement prepared by the Company and delivered to GMA prior to execution of this Agreement and released as described therein.


This Agreement shall become effective upon the execution hereof by the Company. The term of this Agreement shall be four (4) months from the date of the acceptance of this Agreement (the "Term"), provided that GMA may continue to work with and solicit funds from prospective investors contacted (as defined below) prior to the Vincent D. Cater United Americas Bankshares, Inc. April 1, 1999 Page 2


termination of this Agreement. This Agreement may be terminated by either the Company or GMA after the four (4) months for any reason by providing the other party five (5) business days written notice of its election to terminate. The Company shall be liable for fees and expense reimbursements as provided for in this Agreement and the Company's indemnification obligations set forth herein shall survive such termination. If the Company, or any successor thereof, Closes the Transaction during the Term of this Agreement or receives money into the escrow account within six (6) months after the Registration Statement is initially filed with the Securities and Exchange Commission from any party with which the Company, its officers, directors, shareholders or GMA has had "contact " (as defined below) concerning the proposed Transaction during the term of this Agreement; then GMA shall be due and paid the Success Fee (as hereinafter defined) upon the Closing of the Transaction. For the purpose of this Agreement, "contact" is defined as meetings, telephonic or telecopier communication, written communication or transmission of communication or information by computer medium with or to prospective equity investors.


I. PERFORMANCE OF SERVICES.


GMA agrees to provide the following services to the Company in connection with the transaction:


(i) Serve as the exclusive financial advisor to the Company in
connection with all phases of the Offering;


(ii) Coordinate preparation of a list of potential investors for the
purpose of identifying and contacting target investors;


(iii) Act as sales agent in marketing the shares and assist the Company
in the Transaction on a best efforts basis; and


(iv) Perform other related activities reasonably requested by the
Company in regard to the Transaction.


GMA represents and warrants that it and its applicable agents and employees have all requisite licenses and permits to perform its obligations contained herein, and that it and its applicable agents and employees are duly licensed, where such licensure is necessary or appropriate, as a broker or dealer under Federal laws and under the laws of each state where GMA will offer or sell the Company's securities.


The Company agrees to provide to GMA, among other things, all financial data, corporate records, and information requested or reasonably required by GMA to provide its services outlined in this Agreement. GMA shal ...