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                                  EXHIBIT 10.4

                                      BANK
                              EMPLOYMENT AGREEMENT

         This agreement made and entered into this 2nd day of February 2004,
between the Mountain Valley Community Bank, Cleveland, White County, Georgia
("the Bank") and Marc Greene, ("employee");

         WHEREAS, the Bank will be a state bank, regulated by the Georgia
Department of Banking and Finance, insured by the Federal Deposit Insurance
Corporation, and located in Cleveland, Georgia; and

         WHEREAS, the Bank wants to employ the employee as President and Chief
Executive Officer of the Bank; and

         WHEREAS, the parties desire to enter into this agreement setting forth
the terms and conditions of the employment relationship of the Bank and the
employee;

         NOW, THEREFORE, it is AGREED as follows:

                     I. RELATIONSHIP ESTABLISHED AND DUTIES

         1.       The Bank hereby will employ the employee as President and
                  Chief Executive Officer, to hold the title of President and
                  Chief Executive Officer, and to perform such services and
                  duties as the Board of Directors may, from time to time,
                  designate during the term hereof. Subject to the terms and
                  conditions hereof, employee will perform such duties and
                  exercise such authority as are customarily performed and
                  exercised by persons holding such office, subject to the
                  general direction of the Board of Directors of the Bank,
                  exercised in good faith in accordance with standards of
                  reasonable business judgment.

         2.       Employee shall serve on the Board of Directors of the Bank,
                  and shall be entitled to Directors' Fees just like any other
                  director, and shall serve as a member of its Executive
                  Committee, subject to the terms hereof.

         3.       Employee accepts such employment and shall devote his full
                  time, attention, and efforts to the diligent performance of
                  his duties herein specified and as an officer and director of
                  the Bank and will not accept employment with any other
                  individual, corporation, partnership, governmental authority,
                  or any other entity, or engage in any other venture for profit
                  which the Bank may consider to be in conflict with his or its
                  best interest or to be in competition with the Bank's
                  business, or which may interfere in any way with the
                  employee's performance of his duties hereunder. Any exception
                  to this must be made by notification and approval of the
                  Board.

                             II. TERMS OF EMPLOYMENT

         1.       The initial term of employment under this Agreement shall
                  continue for 5 (five) years unless such is terminated pursuant
                  to the terms hereof or by the first to occur of the conditions
                  to be stated hereinafter. This Agreement will be automatically
                  extended each year after the initial term unless either party
                  gives 90 days contrary written notice to the other. The term
                  previously stated notwithstanding this contract shall be
                  terminated by the earlier to occur of any of the following:

                  a.       The death of the employee;

                  b.       The complete disability of employee. "Complete
                           disability" as used herein shall mean the inability
                           of employee, due to illness, accident, or other
                           physical or mental incapacity
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                           to perform the services provided for hereunder for an
                           aggregate of sixty days within any period of 120
                           consecutive days during the term hereof; provided,
                           however, disability shall not constitute a basis for
                           discharge for cause;

                  c.       The discharge of employee by the Bank for cause.
                           "Cause" as used herein shall mean:

                           1)       Such negligence or misconduct as shall
                                    constitute, as a matter of law, a breach of
                                    the covenants and obligations of employee
                                    hereunder;

                           2)       Failure or refusal of employee to comply
                                    with the provisions of this agreement;

                           3)       Employee being convicted by any duly
                                    constituted court with competent
                                    jurisdiction of a crime involving moral
                                    turpitude;

                           4)       At the discretion of the Board, this
                                    contract may be terminated if there are acts
                                    the Board feels are moral turpitude;

                  d.       If employee is dismissed or discharged without
                           "cause" as defined above, the terminated employee
                           shall receive an amount equal to 3 (three) times his
                           then existing annual base salary.

         Termination of employee's employment shall constitute a tender by
employee of his resignation as an officer and director of the Bank. In the event
of termination the employee is entitled to severance pay equal to one month's
pay for each year employed by the Bank.

                                III. COMPENSATION

         For all services which employee may render to the Bank during the term
hereof, the Bank shall pay to employee, subject to such deductions as may be
required by law:

         1.       Base Salary. An annual salary of $150,000 payable in
                  bi-monthly installments and subject to such deductions as may
                  be required by law, for the next 12 months. Thereafter, annual
                  increase reviews will be done during the month of December for
                  a January 1 effective increase date during the term of this
                  Agreement so that for the 12 months beginning on each such
                  anniversary date, the employee's salary increases will take
                  effect. The Board has sole discretion as to the amount of the
                  CEO's compensation.

                  2.       Performance Bonuses.

                                    a.       Until the Stock Appreciation Rights
                                    Incentive (SAR) program is implemented, the
                                    Board, in consultation with the CEO, will
                                    determine the amount of performance bonus to
                                    be awarded to the executive officers.

                                    b.       When the Board, in consultation
                                    with the CEO, determines that it is time for
                                    the SAR program to be implemented it will
                                    operate in the following way:

                                            Each year, a performance bonus, will
                                            be awarded, based upon mutually
                                            agreed upon goals such as
                                            achievement of the goals in the
                                            Strategic Plan achieved before the
                                            application of taxes based upon the
                                            following formula: 50% of the Impact
                                            Pool allocation as identified in the
                                            Bank's Stock Appreciation Rights
                                            Incentive Program ("SAR").

         3.       Stock Options. Based on his satisfactory performance the
                  Employee, as determined by the Board
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                  using mutually agreed upon safety and soundness criteria as
                  well as capital adequacy, asset quality, profitability, and
                  liquidity, shall have the right and option to purchase an
                  additional number of shares of common stock of the Bank:

                           5% of the total capital of the bank over the term of
                           this Agreement not to exceed 10 years,

                  The option granted to the Employee pursuant to this paragraph
                  3 may be exercised by the Employee, in whole or in part, at
                  any time or from time to time during the period this Agreement
                  is in effect. Notwithstanding anything contained herein to the
                  contrary, if the shareholders of the Bank approve of a capital
                  reorganization of the common stock of the Bank or a merger or
                  consolidation of the Bank with or into another corporation, or
                  the sale of all or substantially all of the assets of the
                  Bank; then Employee shall have the right and option to
                  purchase stock options up to 5% of total capital of the Bank
                  at book value immediately upon consummation of any merger or
                  sale as stated above. The purchase price for each share of
                  common stock of the Bank that the Employee purchases pursuant
                  to the exercise of the options granted herein shall be the
                  book value at the time of purchase and shall be paid in cash
                  upon exercise.

                               IV. OTHER BENEFITS

         1.       The employee shall be entitled to participate in any plan of
                  the Bank relating to stock options, stock purchases, profit
                  sharing, group life insurance, medical coverage, education, or
                  other retirement or employee benefits that the Bank may adopt
                  for the benefit of its employees. The employee shall be
                  entitled to a comprehensive annual physical paid by the bank.

         2.       The employee shall be eligible to participate in any other
                  benefits which may be or become applicable to the Bank's
                  executive employees, shall be furnished a car with all
                  expenses of maintenance to cover all automobile use, a
                  reasonable expense account, the payment of reasonable expenses
                  for attending annual and periodic meetings of trade
                  associations, and any other benefits which are commensurate
                  with the responsibilities and functions to be performed by the
                  employee under this Agreement. Employer also agrees to pay all
                  reasonable expenses in connection with the attendance and
                  participation at said trade association meetings by employee's
                  spouse.

         3.       At such reasonable times as the Board of Directors shall in
                  its discretion permit, the employee shall be entitled, without
                  loss of pay, to absent himself voluntarily from the
                  performance of his employment under this Agreement, all such
                  voluntary absences to count as vacation time, provided that:

                  a.       The employee shall be entitled to an annual vacation
                           of 4 (four) weeks per year.

                  b.       The timing of vacations shall be scheduled in a
                           reasonable manner by the employee. The employee shall
                           not be entitled to receive any additional
                           compensation from the Bank on account of his failure
                           to take a vacation; nor shall he be entitled to
                           accumulate unused vacation time from one calendar
                           year to the next.

                  c.       In addition to the aforesaid paid vacations, the
                           employee shall be entitled, without loss of pay to
                           absent himself voluntarily from the performance of
                           his employment with the Bank for such additional
                           periods of time and for such valid and legitimate
                           reasons as the Board of Directors in its discretion
                           may determine. Further, the Board of Directors shall
                           be entitled to grant to the employee a leave or
                           leaves of absence with or without pay at such time or
                           times and upon such terms and conditions as the
                           Board, in its discretion, may determine.
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                              V. CHANGE OF CONTROL

         1.       If during the term of this Agreement there is a change of
                  control (COC) of the Bank, the Employee shall be entitled to
                  termination or severance pay in the event the employee's
                  employment is terminated, except for just cause as defined in
                  Section II., paragraph 1, c, after the change in control. In
                  the event the employee is terminated as a result of COC, the
                  employee shall be entitled to receive his salary through the
                  last day of the calendar month of the termination, or payment
                  in lieu of the notice period. In addition, the terminated
                  employee shall receive an amount equal to 3 (three) times his
                  then existing annual base salary. This payment shall also be
                  made in connection with, a change in control of the Bank if
                  such change in control was opposed by the employee or the
                  Bank's Board of Directors. This payment shall be in addition
                  to any amount otherwise owed to the employee pursuant to this
                  Agreement.

         2.       The following items are automatically considered due and
                  payable in the event that change of control occurs:

                  a.       Non-forfeitable deferred compensation shall be paid
                           out in full.

                  b.       Long-term performance plan objective payments as
                           described in Section III, 2, shall be declared
                           accomplished and earned based upon performance up to
                           date of the COC.

                  c.       In the event that the employee is a participant in a
                           restricted stock plan, or share option plan, and such
                           plan is terminated involuntarily as a result of the
                           COC, all stock and options shall be declared 100%
                           vested, and distributed. The term "control" shall
                           refer to the acquisition of 25 percent or more of the
                           voting securities of the Bank by any person, or
                           persons acting as a group within the meaning of
                           Section 13(d) of the Securities Exchange Act of 1934,
                           or to such acquisition of a percentage between 10
                           percent and 25 percent if the Board of Directors of
                           the Bank or the Comptroller of the Currency, the
                           FDIC, or the Federal Reserve Bank have made a
                           determination that such acquisition constitutes or
                           will constitute control of the Bank. The term
                           "person" refers to an individual, corporation, Bank,
                           bank holding company, or other entity.

                         VI. POST TERMINATION COVENANTS

         1.       If during the term hereof employee shall cease employment
                  hereunder for any reason, then employee agrees that for six
                  months if dismissed for cause and one year without cause
                  following such termination he will not be employed in the
                  banking business or any related field thereto in Cleveland,
                  Georgia or White County, Georgia. In consideration for this
                  non-compete clause the Board agrees to pay the employee at a
                  rate of the current annual salary annually. This compensation
                  will be for the length of the non-compete and will not exceed
                  one year. Furthermore, following such termination employee
                  agrees that he will not, without the prior written consent of
                  the Bank:

                  1)       Furnish anyone with the name of, or any list or lists
                           of customers of the Bank or utilize such list or
                           information himself for banking purposes; or

                  2)       Furnish, use, or divulge to anyone any information
                           acquired by him from the Bank relating to the Bank's
                           methods of doing business; or

                  3)       Contact directly or indirectly any customer of the
                           Bank for banking solicitation purposes; or

                  4)       Hire for any other Bank or employer (including
                           himself) any employee of the Bank or directly or
                           indirectly cause such employee to leave his or her
                           employment to work for another.
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         2.       It is understood and agreed by the parties hereto that the
                  provisions of this section are independent of each other, and
                  the invalidity of any such provision or portion thereof shall
                  not affect the validity or enforceability of any other
                  provisions of this agreement.

                            VII. WAIVER OF PROVISIONS

         Failure of any of the parties to insist, in one or more instances, on
performance by the others in strict accordance with the terms and conditions of
this agreement shall not be deemed a waiver or relinquishment of any right
granted hereunder of the future performance of any such term or condition or of
any other term or condition of this agreement, unless such waiver is contained
in a writing signed by or on behalf of all the parties.

                               VIII. GOVERNING LAW

         This agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia. If for any reason any
provision of this agreement shall be held by a court of competent jurisdiction
to void or unenforceable, the same shall not affect the remaining provisions
thereof.

                         IX. MODIFICATION AND AMENDMENT

         This agreement contains the sole and entire agreement among the parties
hereto and supersedes all prior discussions and agreements among the parties,
and any such prior agreements shall, from and after the date hereof, be null and
void. This agreement shall not be modified or amended except by an instrument in
writing signed by or on behalf of the parties hereto.

                          X. COUNTERPARTS AND HEADINGS

         This agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. The headings set out herein are for
convenience of reference and shall not be deemed a part of this agreement.

                           XI. CONTRACT NONASSIGNABLE

         This agreement may not be assigned or transferred by any party hereto,
in whole or in part, without the prior written consent of the other.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and date first above written.

                  Employee:

__________________    _______________________________     _________
Witness               EMPLOYEE                            Date
           BANK

__________________    By: ___________________________     _________
Witness                    Chairman of the Board          Date