Columbus, Georgia

-7-









______________________________________

AGREEMENT AMONG UNDERWRITERS

______________________________________



INSTRUCTIONS, TERMS AND ACEPTANCE

Issuer: Columbus, Georgia

Securities: Water and Sewerage Revenue Refunding Bonds, Series 2005 (the

?Securities?)

Principal Amount: $46,000,000

Representative: Merchant Capital, L.L.C.

Dated: January 13, 2005

We, as Representative for the Managers, are forming a Group of

Underwriters, including ourselves, and the other Managers to submit a proposal

for the purchase of the Securities described above and to distribute the

Securities by a public offering pursuant to the Agreement Among Underwriters.

The Agreement Among Underwriters will consist of: (i) these Instructions,

Terms and Acceptance and (ii) the Master Standard Terms and Conditions (The

Bond Market Association Standard 10/1/97), incorporated by reference herein, as

the Master Standard Terms and Conditions may be modified or supplemented in

Exhibit A hereto. Your are presumed to be know-ledgeable regarding the Master

Standard Terms and Conditions and a copy will be furnished to you by the

Representative only if you specifically request a copy from the

Representative.

The Group will consist of those Underwriters listed in Exhibit B

attached hereto who accept participation pursuant to Section 5 hereof and who

do not withdraw pursuant to Section 4 hereof. Capitalized terms not defined

herein are used as defined in the Master Standard Terms and Conditions.

You are invited to participate in the Group with the Original

Participation specified herein, which will be subject to adjustment as provided

in the Agreement Among Underwriters.

Enclosed is the proposed form of Bond Purchase Agreement (the ?Purchase

Agreement?). You should have received the Official Statement directly from the

financial printer.





1. Offering Information.

The following information applies to the proposed offering:

Expected Offering Date: December 21, 2004

Expected Closing Date: January 13, 2005

Expected Settlement Date: January 13, 2005

Representative's Syndicate Address: Merchant Capital, L.L.C., One Buckhead

Plaza, Suite 1700, 3060 Peachtree Road, N.W., Atlanta, Georgia 30305;

Attention; James R. Wilson, Executive Vice President, (404) 504-2766 (phone)

and (404) 504-2790 (facsimile).

Payment Delivery Address: Merchant Capital, L.L.C., One Buckhead Plaza, Suite

1700, 3060 Peachtree Road, N.W., Atlanta, Georgia 30305; Attention; James R.

Wilson, Executive Vice President, (404) 504-2766 (phone) and (404) 504-2790

(facsimile).

Official Statement dated: December 21, 2004

Prevailing Time: New York Time

Official Statement Availability Address: Merchant Capital, L.L.C., One

Buckhead Plaza, Suite 1700, 3060 Peachtree Road, N.W., Atlanta, Georgia 30305;

Attention; James R. Wilson, Executive Vice President, (404) 504-2766 (phone)

and (404) 504-2790 (facsimile).

2. Official Statement.

The Purchase Agreement will obligate the Issuer to provide, or cause to be

provided, the Underwriters with final Official Statements, in sufficient

quantity to enable the Underwriters to comply with the rules of the Municipal

Securities Rulemaking Board. Your order for Official Statements should be

placed with the Official Statement Availability Address not later than 12:00

noon, Prevailing Time, on the business day following the date of execution of

the Purchase Agreement. If you do not submit an order for Official Statements,

we will assume that you are requesting only the number required by Rule

G-32(b)(i) of the Municipal Securities Rulemaking Board (one Official

Statement, plus an additional Official Statement per each $100,000 par value of

Securities that you have purchased and sold to customers).



3. Notification of Proposed Terms of Purchase and Withdrawal.

The Representative will advise each Underwriter by Wire Notice of the initial

offering prices and other proposed terms of purchase for the Securities.

Priority of orders will be as set forth in Section 6 of the Agreement Among

Underwriters Master Standard Terms And Conditions, unless otherwise specified

by the Representative by Wire Notice. Underwriters who do not wish to

participate in the offering must notify the Representative by a Notification to

the Representative not later than 4:00 p.m., Prevailing Time, on the business

day preceding the date of execution of the Purchase Agreement. Any telephonic

notice must be promptly confirmed in writing, by your duly authorized

representative, by telecopy or delivery of the Withdrawal from Agreement Among

Underwriters attached as Exhibit D hereto.

4. Acceptance.

You must advise the Representative of your participation in the Group by a

Notification to the Representative received not later than 5:00 p.m.,

Prevailing Time, on the business day preceding the Expected Offering Date. Any

telephonic notice must be promptly confirmed in writing, by your duly

authorized representative, by telecopy or delivery of the Acceptance of

Agreement Among Underwriters attached as Exhibit C hereto.

Very truly yours,

MERCHANT CAPITAL, L.L.C.,

as Representative



By:

James R. Wilson

Executive Vice President





EXHIBIT A

TO

AGREEMENT AMONG UNDERWRITERS

(INSTRUCTIONS, TERMS AND ACCEPTANCE)



$46,000,000

COLUMBUS, GEORGIA

WATER AND SEWERAGE REVENUE REFUNDING BONDS,

SERIES 2005



MODIFICATIONS AND SUPPLEMENTS

TO AGREEMENT AMONG UNDERWRITERS

MASTER STANDARD TERMS AND CONDITIONS

The Agreement Among Underwriters Master Standard Terms and Conditions (The Bond

Market Association Standard 10/1/97) (the "Master Standard Terms and

Conditions") shall apply to the offering and distribution of the

above-referenced Securities except as follows:

Priority of Orders. The following order of priority shall be accorded to

orders for the purchase of Securities other- than Retentions, if any:

1. Merchant Capital, L.L.C. shall place ___% of the Securities and SunTrust

Capital Markets, Inc. shall place ____% of the Securities.



Liability. The liability levels for each Underwriter are set forth in Exhibit

B hereto.













EXHIBIT B

TO

AGREEMENT AMONG UNDERWRITERS

(INSTRUCTIONS, TERMS AND ACCEPTANCE)



$46,000,000*

COLUMBUS, GEORGIA

WATER AND SEWERAGE REVENUE REFUNDING BONDS,

SERIES 2005



The Group of Underwriters formed to purchase and distribute the

above-referenced Securities shall consist of the following, upon acceptance of

their respective participation:

Original Participation

in the Securities

(in dollars or percent)



Representative



Merchant Capital, L.L.C.

3060 Peachtree Road, N.W., Suite 1700

Atlanta, Georgia 30305

Attention: James R. Wilson, Executive Vice President ___% of the Securities



Co-Manager



SunTrust Capital Markets, Inc.

303 Peachtree Street, 24th Floor

Atlanta, Georgia 30308

Attention: John P. Adams, Jr., Senior Vice President ___% of the Securities











If a Selling Group is formed, the Representative will notify the Underwriters

by Wire Notice.











EXHIBIT C

TO

AGREEMENT AMONG UNDERWRITERS

(INSTRUCTIONS, TERMS AND ACCEPTANCE)



$46,000,000

COLUMBUS, GEORGIA

WATER AND SEWERAGE REVENUE REFUNDING BONDS,

SERIES 2005



ACCEPTANCE OF

AGREEMENT AMONG UNDERWRITERS

Merchant Capital, L.L.C.

3060 Peachtree Road, N.W., Suite 1700

Atlanta, Georgia 30305

Attention: James R. Wilson



Reference is made to the Agreement Among Underwriters (Instructions, Terms and

Acceptance), dated January 13, 2005, inviting us to participate as an

Underwriter in the purchase and offering of the above-captioned Securities.

We agree to participate as a Co-Manager with the original participation

identified in the Agreement Among Underwriters and accept the provisions of the

Agreement Among Underwriters. Upon the acceptance by other Underwriters whose

participations, together with ours, comprise not less than 91% of the aggregate

principal amount of the Securities, the Agreement Among Underwriters will

become effective and constitute a binding agreement in accordance with its

terms.

We understand that we are bound to the final terms of the offering unless we

withdraw as provided in the Agreement Among Underwriters.

Very truly yours,



SUNTRUST CAPITAL MARKETS, INC.





Date: December 21, 2004 By:

Authorized Signature



















EXHIBIT D

TO

AGREEMENT AMONG UNDERWRITERS

(INSTRUCTIONS, TERMS AND ACCEPTANCE)



$46,000,000*

COLUMBUS, GEORGIA

WATER AND SEWERAGE REVENUE REFUNDING BONDS,

SERIES 2005



WITHDRAWAL FROM

AGREEMENT AMONG UNDERWRITERS



Merchant Capital, L.L.C.

3060 Peachtree Road, N.W., Suite 1700

Atlanta, Georgia 30305

Attention: James R. Wilson



Reference is made to the Agreement Among Underwriters (Instructions, Terms and

Acceptance), dated January 13, 2005, inviting us to participate as an

Underwriter in the purchase and offering of the above-captioned Securities, and

to our acceptance dated December 21, 2004, of our participation in the

Agreement Among Underwriters.

We hereby advise you, pursuant to Section 4 of the Agreement Among Underwriters

(Instructions, Terms and Acceptance), that we are withdrawing from our

participation in the purchase and offering of the Securities. We understand

that, upon your timely receipt of this Notification to the Representative, we

no longer shall be obligated as an Underwriter under the Agreement Among

Underwriters or the Purchase Agreement.

Very truly yours,





Date:

Underwriter





Authorized Signature





Title