Exhibit 10(b)

STATE OF NORTH CAROLINA
                                                            EMPLOYMENT AGREEMENT
COUNTY OF MECKLENBURG

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 9th day of September 1998, with an effective date of July 8, 1998, by and
between FIRST COMMERCE BANK (hereinafter referred to as the "Bank") and E.
MICHAEL GUDELY, II (hereinafter referred to as the "Officer").

                              W I T N E S S E T H:

         WHEREAS, the Bank desires to retain the Officer's services as an
executive employee of the Bank for the Term (as defined below), and the Officer
is willing to serve as an executive employee of the Bank for such period; and

         WHEREAS, the parties desire to enter into this Agreement to set forth
the terms and conditions of the Officer's employment with the Bank.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, covenants and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the Bank and the Officer hereby agree as follows:

         Section 1. Employment. The Bank hereby agrees to employ the Officer,
and the Officer hereby agrees to serve as an executive employee of the Bank,
upon the terms and conditions stated herein. The Officer will (i) serve as the
Senior Vice President and Chief Credit Officer of the Bank with such duties,
responsibility and authority as are generally associated with such executive
office, and (ii) have such other duties, responsibilities and authority, and
render to the Bank such other management services, as are customary for persons



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having such an executive office with a commercial bank and as are reasonably
assigned to him from time to time by the Board of Directors of the Bank (the
"Board") or the President and Chief Executive Officer of the Bank (the "CEO").
The Officer shall faithfully and diligently discharge his duties and
responsibilities under this Agreement and shall use his best efforts to
implement the policies established by the Board.

  The Officer hereby agrees to devote such number of hours of his working
time and endeavors to his duties and responsibilities hereunder as the Officer,
the Board and the CEO shall deem to be necessary to discharge such duties and
responsibilities. Except with prior consent of the Board, the Officer shall not
engage in any other occupation which requires a significant amount of the
Officer's personal attention during the Bank's regular business hours or which
otherwise interferes with the Officer's attention to or performance of his
duties and responsibilities under this Agreement. However, nothing herein
contained shall restrict or prevent the Officer from personally, and for the
Officer's own account or for the account of the Officer's immediate family,
trading in stocks, bonds, securities, real estate or other forms of investment
so long as such investment activities do not interfere with the Officer's
attention to or performance of his duties and responsibilities under this
Agreement.

         During the Term, the Officer shall maintain his primary residence at a
location permitting him to perform his duties and responsibilities at the Bank's
principal office in Mecklenburg County, North Carolina.

         Section 2. Compensation. For all services rendered by the Officer to
the Bank under this Agreement, the Bank shall pay the Officer a base salary of
no less than Eighty Thousand Dollars ($80,000.00) per annum ("Base Salary"),

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payable in cash not less frequently than monthly. Such Base Salary shall be
subject to customary withholding taxes and such other employment taxes as are
required by law. The Officer's Base Salary may be increased by the Board, and
all references to Base Salary herein shall mean his Base Salary as so increased.

         Section 3. Participation in Retirement and Employee Benefit Plan;
Fringe Benefits. During the Term, the Officer shall be entitled to participate
in any and all employee benefit programs and compensation plans from time to
time maintained by the Bank and available to executive officers and/or all
employees of the Bank, all in accordance with the terms and conditions
(including eligibility requirements) of such programs and plans and the policies
adopted by the Board in establishing such programs and plans. The Officer shall
be entitled to paid vacation leave in accordance with the Board's policy for the
senior executive employees of the Bank now or hereafter in effect.

         In addition to the other compensation and benefits described in this
Agreement, the Bank shall promptly reimburse the Officer for all reasonable and
duly documented expenses incurred by him (a) in the performance of his duties
and responsibilities under this Agreement in accordance with the polices
established by the Board. The Bank shall pay the Officer's civic club and dining
club membership fees and dues; provided, however, that the Officer shall be
responsible for all expenses for personal use of such clubs.

         Section 4. Term. Unless sooner terminated as provided in this Agreement
and except as otherwise provided in Section 9, the term of this Agreement and
the Officer's employment hereunder shall be for a period commencing on the date
hereof ("Commencement Date") and continuing until the close of business on the

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third anniversary of the Commencement Date; provided, however, that on each
anniversary of the Commencement Date, the term shall be extended for a period of
one (1) year unless the Bank or the Officer gives written notice at least ninety
(90) days prior to such anniversary that the Term shall not be extended and
shall be fixed at its then existing duration (the "Term).

         Section 5. Non-Competition and Confidentiality. The Officer hereby
acknowledge and agrees that: (i) in the course of his service as an executive
officer of the Bank, he will gain substantial knowledge of and familiarity with
the Bank's customers and its dealings with them, and other Confidential
Information (as defined below) concerning the Bank's business, all of which
constitute valuable and privileged assets that are particularly sensitive due to
the fiduciary responsibilities inherent in the banking business; and (ii) in
order to protect the Bank's interest in and to assure the benefit of its
business, it is reasonable and necessary to place certain restrictions on the
Officer's ability to Compete (as defined below) against the Bank and on his
disclosure of Confidential Information. For that purpose, and in consideration
of the Bank's agreements contained herein, the Officer covenants and agrees as
provided below:

         (a) Confidentiality Covenant. All Confidential Information shall be
considered and kept by the Officer as the confidential, private and proprietary
property of the Bank. At all times during and following the Term, and except as
shall be required in the course of the performance by the Officer of his duties
on behalf of the Bank or permitted by a direct, written authorization of the
Board, he will not divulge any such Confidential Information to any Person (as
defined below) not employed by the Bank (except as required by applicable laws
or regulations, rules or orders promulgated thereunder), remove any such
Confidential Information in written or other recorded form from the Bank's

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premises, or make any use of any Confidential Information for his own purposes
or for the benefit of any Person other than the Bank. Following the termination
of the Officer's employment with the Bank, this Paragraph 5(a) shall not apply
to any Confidential Information which then is in the public domain (provided
that the Officer was not responsible, directly or indirectly, for permitting
such Confidential Information to enter the public domain without the Bank's
consent) or which was obtained by the Officer from a Person who is not obligated
under an agreement of confidentiality with respect to such information.

         (b) Noncompetition. In consideration of employment of the Officer,
during the Term and any subsequent Payment Period (as defined below), the
Officer agrees that he will not, within Mecklenburg County, North Carolina,
directly or indirectly, own, manage, operate, join, control or participate in
the management, operation or control of, or be employed by, an independent
contractor of, or connected in any manner with, any Person who Competes with the
Bank, without the prior written consent of the Board. Notwithstanding the
foregoing, the Officer shall be free, without such consent, to purchase or hold
as an investment or otherwise up to five percent (5%) of the outstanding equity
interests of any Person which has any class of equity interests listed on any
national securities exchange or which has transactions in a class of its equity
interests quoted on The Nasdaq Stock Market or other over-the-counter market or
inter-dealer quotation system.

         (c) Remedies for Breaches. The Officer understands and agrees that a
breach by him of the covenants contained in Sections 5(a) or 5(b) will be deemed
a material breach of this Agreement and will cause irreparable injury to the
Bank, and that it would be difficult to ascertain the amount of monetary damages
that would result from any such breach. In the event of the Officer's actual or
threatened breach of the covenants contained in Paragraphs 5(a) or 5(b), the
Bank shall be entitled to bring a civil action seeking an injunction restraining
the Officer from breaching or continuing to breach those covenants or from any
threatened breach thereof, or any other legal or equitable relief relating to
the breach of such covenants. The Officer agrees that, if the Bank institutes

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any action or proceeding against him seeking to enforce any of such covenants or
to recover other relief relating to an actual or threatened breach of any of
such covenants, he shall be deemed to have waived any claim or defense that the
Bank has an adequate remedy at law and shall not urge in any such action or
proceeding the claim or defense that such a remedy at law exists. The exercise
by the Bank of any such right, remedy, power or privilege, however, shall not
preclude the Bank from pursuing any other remedy or exercising any other right,
power or privilege available to it for any such breach, whether at law or in
equity, including the recovery of damages, all of which shall be cumulative and
in addition to all other rights, remedies, powers or privileges of the Bank.

         Notwithstanding anything contained to the contrary, the Officer agrees
that the provisions of Sections 5(a) and 5(b) and the remedies provided in this
Section 5(c) for a breach shall be in addition to, and shall not be deemed to
supersede or to otherwise restrict, limit or impair, the rights of the Bank
under the Trade Secrets Protection Act contained in Article 24, Chapter 66 of
the North Carolina General Statutes, or any other state or federal law or
regulation dealing with or providing a remedy for this wrongful disclosure,
misuse or misappropriation of trade secrets or other proprietary or confidential
information.

         (d) Survival of Covenants. The Officer's covenants and agreements and
the Bank's rights and remedies provided for in this Paragraph 5 shall survive

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any termination of this Agreement or the Officer's employment with the Bank.

         (e) Definitions. For purposes of this Agreement:

         (i)   "Confidential Information" means any and all data, figures,
               projections, estimates, lists, files, records, documents, manuals
               or other such materials or information (financial or otherwise)
               regulatory examinations, financial results and condition, lending
               and deposit operations, customers (including lists of customers
               and information regarding their accounts and business dealings
               with the Bank), policies and procedures, computer system and
               software, shareholders, employees, officers and directors of or
               relating to the Bank and generated, compiled or maintained by or
               on behalf of the Bank.

         (ii)  A Person that "Competes" means a Person that (A) solicits or
               secures deposits from any Person, (B) solicits or makes loans to
               any Person, (C) offers or engages in the provisions of trust
               services, (D) induces or attempts to induce any Person who was a
               customer of the Bank at the time of the termination of the
               Officer's employment to change the customer's depository, loan,
               trust, or other banking relationship from the Bank to another
               financial institution or financial services entity, (E) provides
               credit card services, or (F) otherwise provides any type of
               commercial banking or trust services, in each case within

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               Mecklenburg County, North Carolina.

         (iii) "Person" means (A) an individual or a corporation, partnership
               (limited or general), trust, limited liability company, business,
               trust, association (mutual or stock, and including a mutual
               holding company), joint venture, pool, syndicate, unincorporated
               organization or any other form of entity; and (B) any Affiliate
               (as defined below) of any individual or entity listed in item
               (A).

         (iv)  "Affiliate" means any Person who controls, is under control with,
               or is controlled by the Person to whom reference is being made;
               and for the purposes of the definition of Affiliate, control
               shall be deemed to exist in a Person who beneficially owns ten
               percent (10%) or more of the outstanding equity interests (or
               options, warrants or other rights to acquire such equity
               interests) of another Person.

         Section 6. Standards. The Officer, in the execution of his duties and
responsibilities under this Agreement, shall at all times and in all respects
comply with the policies of the Board, including any code of business conduct or
code of ethics adopted by the Board for application to the Bank's employees, and
with all applicable statutes and with all rules, regulations, administrative
orders, statements or policy and other pronouncements or standards promulgated
by any Regulatory Authority (as defined below).

         Section 7. Termination and Termination Pay.

                  (a) The Officer may terminate his employment under this
Agreement at any time upon sixty (60) days written notice to the Board. Upon

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such termination, the Officer shall be entitled to receive payment of his Base
Salary and all benefits and other compensation earned, vested, accrued or
accruing through the effective date of such termination; provided, however, that
the Board, in its sole discretion, may elect for the Officer not to serve out
part or all of said notice period.


         (b) The Officer's employment under this Agreement shall be terminated
upon his death. Upon any such termination, the Officer's estate shall be
entitled to receive promptly payment of his Base Salary and all benefits and
other compensation earned, vested, accrued or accruing through the date of his
death.

         (c) In the event the Officer becomes Disabled (as defined below) during
the Term, for the greater of (i) six (6) months from the date of the
determination the Officer has become Disabled and (ii) the remainder of the Term
the Bank shall pay to the Officer an amount equal to sixty-six point sixty-seven
percent (66.67%) of his Base Salary, and shall continue to provide the Officer
each of the other benefits set forth or described in this Agreement. At its
expense, the Bank shall maintain a disability income policy upon the Officer
sufficient to fund its obligations herein. In the event any disagreement between
the Officer and the Bank as to whether the Officer has become Disabled, the
Officer shall be examined by an impartial and reputable physician practicing
within Mecklenburg County, North Carolina, selected by mutual agreement of the
Officer and the Bank, or failing such agreement, by two (2) physicians
practicing within Mecklenburg County, North Carolina (one (1) shall be selected
by the Bank and one (1) selected by the Officer), and the determination of such

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physician or physicians as to whether the Officer has become Disabled shall be
final and binding on the Officer and the Bank. The Bank shall pay the reasonable
fees and expenses of such physician or physicians in making any determination
required under this Section 7(c). For purposes of this Agreement, "Disabled"
means that the Officer has become permanently unable to perform satisfactorily
his duties and responsibilities under this Agreement by reason of physical
incapacity or mental impairment.

         (d) Subject to the provisions of Section 9, the Board may terminate the
Officer's employment under this Agreement at anytime for any reason with or
without Cause (as defined below); provided, however, that upon any such
termination, the Officer shall continue to receive his Base Salary for the
applicable Payment Period (as defined below); and, provided further that any
such termination by the Board shall not prejudice the Officer's right to receive
all compensation (in addition to Base Salary) or benefits payable to, or
receivable by, him under this Agreement during the applicable Payment Period.
The Officer shall receive his Base Salary and all other compensation or benefits
payable to, or receivable by, him under this Agreement for the following periods
(each a "Payment Period") upon any of the following events: (i) following any
termination without Cause (except as described in the following item (ii)), the
Payment Period shall be the greater of (A) six (6) months and (B) the remainder
of the Term; (ii) following the second written notice to the Officer from the
Board of a less than satisfactory performance rating (which rating and second
notice may not be given less than ninety-one (91) days after the first such
rating and written notice), the Payment Period shall be three (3) months; and
(iii) following any termination for Cause, there shall be no Payment Period.

         For   purposes of this Agreement, "Cause" means:

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         (i)   A determination by the Board, in good faith, that the Officer has
               (A) breached in any material respect any material term or
               condition of this Agreement or (B) is or has engaged in willful
               misconduct which is having or is reasonably likely to have a
               material adverse effect on the Bank's business, reputation or
               business prospects. Prior to any termination by the Board of the
               Officer's employment for Cause, the Board shall give the Officer
               written notice describing the basis for termination and, if
               during a period of thirty (30) days following such notice the
               Officer cures or corrects the same to the reasonable satisfaction
               of the Board, then the Officer's employment shall not be
               terminated and this Agreement shall remain in full force and
               effect. Notwithstanding the above, if the Board has given written
               notice to the Officer on a previous occasion of (x) the same or a
               substantially similar breach or event of willful misconduct or
               (y) a breach or event of willful misconduct which the Board
               determines in good faith to be of substantially similar import,
               then termination for Cause under this Section 7(d) shall be
               effective immediately and the Officer shall have no right to cure
               or correct such breach or event of willful misconduct;

         (ii)  The violation by the Officer of any applicable federal or state
               law, or any applicable rule, regulation, order or statement of

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               policy promulgated thereunder by any governmental agency or
               authority having jurisdiction over the Bank, including without
               limitation the Federal Deposit Insurance Corporation, the North
               Carolina Commissioner of Banks, the Federal Reserve Board or any
               other banking regulator (a "Regulatory Authority"), which results
               from the Officer's gross negligence, willful misconduct or
               intentional disregard of such law, rule, regulation, order or
               policy statement and which has or is reasonably likely to have a
               material adverse effect on the Bank's business, reputation or
               business prospects.

         (iii) The Officer's commission in the course of his employment with the
               Bank of an act of fraud, embezzlement or theft (whether or not
               resulting in criminal prosecution or conviction);

         (iv)  The Officer's conviction of any felony or any criminal offense
               involving dishonesty or breach of trust, or the occurrence of any
               event described in Section 19 of the Federal Deposit Insurance
               Act or any other event or circumstance which disqualifies the
               Officer from serving as an employee or executive officer of, or a
               party affiliated with, the Bank;

         (v)   The issuance by a Regulatory Authority of a finding or order
               removing, suspending, or prohibiting the Officer from
               participating in the conduct of the Bank's affairs; or

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         (vi)  The occurrence of any event resulting in the Officer being
               excluded from coverage, or having coverage limited as to the
               Officer as compared to other covered officers or employees, under
               the Bank's then current "blanket bond" or other fidelity bond or
               insurance policy covering its directors, officers or employees.

         Section 8. Additional Regulatory Requirements. Notwithstanding anything
contained in this Agreement to the contrary, it is understood and agreed that
the Bank shall not be required to make any payment or take any action under this
Agreement if (a) the Bank is declared by any Regulatory Authority to be
insolvent, in default or operating in an unsafe or unsound manner, (b) such
payment or action is prohibited by or would violate any applicable rules,
regulations, orders or statements of policy, whether now existing or hereafter
promulgated, of any Regulatory Authority, or (c) such payment or action
otherwise would be prohibited by any Regulatory Authority.

         9. Change in Control.

         (a) In the event of a Qualifying Change in Control (as defined below),
the Term shall automatically be the longer of (i) its then current duration and
(ii) a period of three (3) years commencing on the day immediately prior to the
date that the Qualifying Change in Control occurs, and shall be upon such terms
and conditions, including the then level of Base Salary, as shall exist as of
such date.

         (b) In the event of a termination of the Officer's employment under
this Agreement by the Board (or the Board of Directors of any successor to the
Bank) in connection with, or within twenty-four (24) months after a Qualifying

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Change in Control other than for Cause, the Officer shall be entitled to receive
the sum and the benefits set forth in Section 9(d) below, when and as provided
in Section (d).

         (c) The Officer shall have the right to terminate this Agreement upon
the occurrence of any of the following events (the "Termination Events") within
twenty-four (24) months following a Qualifying Change in Control:

         (i)   His duties, responsibilities and/or authority shall be diminished
               from the levels existing immediately prior to the Qualifying
               Change in Control or from those he shall agree to in writing in
               connection with the Qualifying Change in Control;
         (ii)  His rights to participate in, or his benefits receivable under,
               life insurance, medical or hospitalization insurance, disability
               insurance, stock option, stock purchase, deferred compensation,
               management retention, retirement, or similar plans or programs in
               which he participated or under which he received benefits as of
               the day prior to the date of the Qualifying Change in Control
               ("Plans") are eliminated or reduced in their level, scope, or
               coverage; or
         (iii) He is required to perform his principal executive functions at a
               location outside of Mecklenburg County, North Carolina without
               his express prior written consent.

A Termination Event shall be deemed to have occurred on the date such action or
event is implemented or takes effect.

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         (d) In the event that the Officer's employment is terminated under
Section 9(b) or (c), (i) the Bank shall pay to the Officer an amount equal to
two hundred ninety-nine percent (299%) of the Officer's "base amount" as defined
in Section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"), and (ii) until the end of the Term as set forth in Section 9(a), the
Officer shall be entitled to continue to participate at his then current levels
of benefits in Plans not requiring for participation therein for qualification
under federal law one thousand (1,000) hours of service per calendar year.

         (e) At his sole option, the Officer shall be paid the amount described
in item (i) of Section 9(d) either (i) in a lump sum within ten (10) days of the
date of such termination or (ii) in equal monthly installments over the months
remaining until the end of the Term as set forth in Section 9(a).
Notwithstanding the foregoing, the Officer, at his sole option, may elect to
reduce the payments and/or benefits otherwise receivable pursuant to items (i)
and/or (ii) of Section 9(d), to the extent the Officer in his sole discretion
may determine, in order to avoid classification of such payments and/or benefits
as "parachute payments" within the meaning of Code Section 280G or for any other
or no reason.

         (f) For the purposes of this Agreement, "Qualifying Change in Control"
means:

         (i)   Any Person, directly or indirectly, acquires beneficial ownership
               of voting stock, or acquires irrevocable proxies or any
               combination of beneficial ownership of voting stock and
               irrevocable proxies, representing twenty-five percent (25%) or

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               more of any class of voting securities of the Bank, or acquires
               the ability of in any manner to elect, or to influence or cause
               the election, of a majority of the Board;
         (ii)  The Bank merges with another Person with the result that the
               shareholders of the Bank immediately prior to the public
               announcement of the Bank's agreement to effect such transaction
               do not beneficially own at least sixty-six percent (66%) of the
               voting equity interests of the surviving Person in such
               transaction; or
         (iii) All or substantially all of the assets of the Bank are sold or
               otherwise transferred to or are acquired by any Person.

Notwithstanding the other provisions of this Paragraph 9(f), a transaction or
event shall not be considered a Qualifying Change in Control if, prior to the
consummation or occurrence of such transaction or event, the Officer and the
Bank agree in writing that the same shall not be treated as a Qualifying Change
in Control for purposes of this Agreement.

         (g) The Officer shall have twelve (12) months from the date of
occurrence of the Termination Event to terminate this Agreement pursuant to
Section 9(c). Any such termination shall be deemed to have occurred only upon
delivery to the Bank, or any successor thereto, of written notice of termination
which describes the Qualifying Change in Control and Termination Event. If the
Officer does not so terminate this Agreement within such twelve-month period, he
shall thereafter have no further rights hereunder with respect to that
Termination Event, but shall retain his rights hereunder with respect to any
other Termination Event as to which such period has not expired.

         (h) Not withstanding any other provision of this Section 9, in the
event a Qualifying Change in Control under the circumstances described in
Section 9(f)(ii), or (iii) shall occur after the last day of the second

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consecutive calendar year in which the Bank shall have reported operating losses
(before extraordinary losses) in accordance with generally accepted accounting
principles ("GAAP") consistently applied to such two calendar years and the
calendar year preceding such two-year period (and excluding from such reporting
any impact on the reporting of operating results resulting from changes in
federal or state regulatory requirements generally applicable to the banking
industry) but before the Bank reports operating earnings (excluding
extraordinary losses) in accordance with GAAP consistently applied to such
calendar year and the above-described calendar years, the Term of this Agreement
shall be fixed as of the Qualifying Change in Control as provided in Section 4
and the Officer shall be entitled to such compensation as is provided in Section
2 and such termination pay (when and if applicable) as is provided in Section 7
(not this Section 9).

                  (i) In the event that the employment of the Officer terminates
under Section 9(b) or Section 9(c), without prejudice to his rights under
Section 9(d) or Section 9(e), if the Officer is requested by the Person
effecting the Qualifying Change in Control to do so, the Officer shall serve as
an independent contractor consultant to the Bank or its successor for up to
forty (40) hours per week for up to (4) months following such employment
termination at an hourly fee equal to his Base Salary at the time of termination
divided by three hundred sixty (360) days divided by eight (8). The Officer
shall provide such consulting services in Mecklenburg County, North Carolina and
shall be reimbursed for all reasonable and duly documented expenses incurred by
him in providing such services.

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         Section 10. Successors and Assigns.


         (a) This Agreement shall inure to the benefit of and be binding upon
any corporate or other successor of the Bank, including any Person who shall
acquire, directly or indirectly by merger, share exchange, purchase or
otherwise, all or substantially all of the capital stock or assets of the Bank.

         (b) The Bank is contracting for the unique and personal skills of the
Officer. Therefore, the Officer shall be precluded from assigning or delegating
his rights, duties or responsibilities hereunder.

         Section 11. Modification; Waiver; Amendments. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the parties hereto. No waiver
by either party hereto, at any time, of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No amendments or
additions to this Agreement shall be binding unless in writing and signed by
both parties, except as herein otherwise provided. Notwithstanding any provision
hereof, the Board may increase any compensation or benefit payable to, or
receivable by, the Officer under this Agreement.

         Section 12. Applicable Law. This Agreement shall be governed in all
respects, whether as to validity, construction, capacity, performance or
otherwise, by the laws of North Carolina, except to the extent that federal law
shall be deemed to govern.

         Section 13. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.

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         Section 14. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to the transactions described herein and
supersedes any and all other oral or written agreement(s) heretofore made, and
there are no representations or inducements by or to, or any agreements between,
any of the parties hereto other than those contained herein in writing.

         Section 15. Disputes. In the event any dispute shall arise between the
Officer and the Bank (or its Board) as to the terms or interpretation of this
Agreement, whether instituted by formal legal proceedings or otherwise,
including any action taken by the Officer to enforce the terms of this Agreement
or in defending against any action taken by the Bank, unless the Officer shall
have received no recovery or other relief on his claims or shall have not
prevailed on his defenses, the Bank shall reimburse the Officer for all costs
and expenses, including reasonable attorneys' fees, incurred by him in such
disputes or proceedings.

         IN WITNESS WHEREOF, the parties have executed this Agreement under seal
to be effective as of the day and year first hereinabove written.



                                          FIRST COMMERCE BANK

                                           By: /s/ H. Keith Brunnemer, Jr.
                                               ---------------------------
[CORPORATE SEAL]                               H. Keith Brunnemer, Jr.
                                               Chairman
ATTEST:

/s/ Pressley A. Ridgill
-----------------------
Pressley A. Ridgill, Secretary
                                               /s/ E. Michael Gudely, II (SEAL)
                                               -------------------------
                                               E. MICHAEL GUDELY, II




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