EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  is  made, entered into, and is effective as of
this  22nd  day  of  September, 1999, (hereinafter referred to as the "Effective
Date"),  by  and  between  NORTH  GEORGIA  NATIONAL  BANK,  a  National  Banking
Association  with  principal  offices  located in Calhoun, Georgia, (hereinafter
referred  to  as the "Bank"), and DAVID J. LANCE (hereinafter referred to as the
"Executive").

     WHEREAS, the Bank presently desires to employ the Executive in the capacity
of  Chief  Executive  Officer;  and

     WHEREAS,  the  Executive  possesses considerable experience and an intimate
knowledge  of  the  banking  business;  and

     WHEREAS,  the  Bank  recognizes  that the Executive's contributions will be
substantial  and meritorious and, as such, the Executive has demonstrated unique
qualifications  to  act  in  an  executive  capacity  for  the  Bank;  and

     WHEREAS,  the  Bank is desirous of enticing the Executive from the position
where  he  is presently employed and of assuring the continued employment of the
Executive  in  the  above  stated  capacities for the Bank, and the Executive is
desirous  of  having  such  assurance;

     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  of  the mutual
covenants  and  agreements  of  the  parties set forth in this Agreement, and of
other  good  and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

ARTICLE  1.  TERM  OF  EMPLOYMENT.

     The  Bank  hereby  agrees  to employ the Executive and the Executive hereby
agrees  to  continue  to  serve  the  Bank,  in  accordance  with  the terms and
conditions  set  forth  herein,  for  an  initial  period  of  three  (3) years,
commencing  as  of  the  Effective  Date  of this Agreement, as indicated above.

     Upon  each  new  day  of  the  three (3) year period of employment from the
Effective  Date  until  the Executive's sixty-fifth (65th) birthday, the term of
this Agreement automatically shall be extended for one (1) additional day, to be
added  to the end of the then-existing three (3) year term.  Accordingly, at all
times  prior  to  (i)  the  Executive's attaining age sixty-five (65) and (ii) a
notice  of  employment  termination (or an actual termination), the term of this


                                  Page 1 of 19
<PAGE>
Agreement  shall  be  three (3) full years.  However, either party may terminate
this  Agreement  by giving the other party a 90-day written notice of intent not
to  renew,  as  further  set  forth  in  Article  6.

     Additionally,  the automatic extensions of the term of this Agreement shall
immediately  be  suspended  upon  an  employment termination by reason of Death,
Disability, (as defined in Sec. 6.2), or Retirement (as defined in Sec. 6.1), or
an employment termination made voluntarily by the Executive (other than for Good
Reason  as  defined in Sec. 6.6), or involuntarily for Cause (as defined in Sec.
6.5).  The  provisions  applicable  to  such  suspensions  of  the  term of this
Agreement  are  set  forth in those sections pertaining to each of such types of
employment  terminations.

     In the event the Executive gives notice of employment termination, the term
of  this  Agreement  shall  expire  upon  the ninetieth (90th) day following the
delivery  to  the  Bank  of  such  notice  of employment termination.  Except as
otherwise  provided  in  the  following  paragraph  with  respect to a voluntary
termination for Good Reason (defined in Sec. 6.6 herein), a voluntary employment
termination  by  the Executive shall result in the termination of the rights and
obligations  of  the  parties  under this Agreement; provided, however, that the
terms  and  provisions  of  Article  9  shall  continue  to  apply.

     In  the event the Bank desires to involuntarily terminate the employment of
the  Executive  (for  purposes  of  this  Agreement,  a  voluntary  employment
termination  by the Executive for Good Reason shall be treated as an involuntary
termination of the Executive's employment without Cause), the Bank shall deliver
to  the  Executive  a  notice  of  employment  termination,  and  the  following
provisions  shall  apply:

     (a)  In the event the involuntary termination is for Cause (defined in Sec.
          6.5  herein),  the  term  of  this  Agreement  shall  terminate on the
          ninetieth  (90th)  day following the delivery to the Executive of such
          notice  of  termination.  Such a termination for Cause shall result in
          the  termination  of  all  rights and obligations of the parties under
          this  Agreement;  provided,  however, that the terms and provisions of
          Article  9  shall  continue  to  apply, and Sec. 6.5 shall apply until
          payments  required  thereunder  have  been  made.

     (b)  In  the  event  the  involuntary  termination  is  without  Cause, the
          Executive  shall  be  entitled  to  receive the severance benefits set
          forth  in  Sec.  6.4  herein;  provided,  however,  that the terms and
          provisions  of  Article  9  shall continue to apply and Sec. 6.4 shall
          apply  until  payments  required  thereunder  have  been  made.


ARTICLE  2.  POSITION  AND  RESPONSIBILITIES.

     During  the  term of this Agreement, the Executive agrees to serve as Chief
Executive  Officer of the Bank, and as a member of the Bank's Board of Directors
if  so  elected,  and at a future higher level position, if so designated by the
Board.  In  Executive's  capacity  as  Chief  Executive Officer of the Bank, the
Executive  shall  report  directly to the Chairman of the Board of Directors and
shall  be  in  primary  control  and  command  of  the  Bank and have management
responsibility for all portions of the organization's operating line, as well as


                                  Page 2 of 19
<PAGE>
staff  units.  The  Executive  shall  have  the  same  status,  privileges,  and
responsibilities  normally inherent in such capacities in financial institutions
of  similar  size  and  character  to  the  Bank.

     During  the  term  of  this  agreement,  the Executive may be promoted to a
higher  level  position  such  as  Chairman  of  the  Board.  In  such event the
Executive  shall  have  the same status, privileges, compensation, benefits, and
responsibilities  normally inherent in such capacities in financial institutions
of  similar  size  and  character  to  the  Bank.

ARTICLE  3.  STANDARD  OF  CARE.

     During  the  term  of  this  Agreement  the  Executive  agrees  to  devote
substantially  all  of  Executive's  full  time,  attention, and energies to the
Bank's business and shall not be engaged in any other business activity, whether
or  not  such  business activity is pursued for gain, profit, or other pecuniary
advantage  without  the  prior knowledge and consent of the Board.  However, the
Executive  may serve as a director of other companies so long as such service is
not  injurious  to  the  Bank, and provided that such service is approved by the
Board  of  the  Bank  as  may  be  required  under the by-laws of the Bank.  The
Executive  covenants,  warrants,  and represents that the Executive shall do the
following:

     (a)  Devote  his full and best efforts to the fulfillment of his employment
          obligations  with  the  Bank;  and

     (b)  Exercise  the  highest  degree of loyalty and the highest standards of
          conduct  in  the  performance  of  his  duties.

     This  Article  3  shall  not  be construed as preventing the Executive from
investing  assets  in  such  form  or manner so long as such investment will not
require  Executive's  services  in  the  daily  operations of the affairs of the
companies  in  which  such  investments  are  made.

ARTICLE  4.  COMPENSATION.

     As remuneration for all services to be rendered by the Executive during the
term  of  this  Agreement, and as consideration for complying with the covenants
herein,  the  Bank  shall  pay  and  provide  to  the  Executive  the following:

4.1     BASE  SALARY:

     The  Bank shall pay the Executive a Base Salary in an amount which shall be
established  from  time  to  time  by  the Board of Directors of the Bank or the
Board's  designee;  provided,  however,  that such Base Salary shall not be less
than  one  hundred  fifty  thousand  dollars  ($150,000.00)  per  year  and  if
subsequently increased shall not be less than such increased amount (hereinafter
referred  to as "Base Salary").  This Base Salary shall be paid to the Executive
pursuant  to regular payroll practices and procedures of the Bank throughout the
year.

     The  annual  Base  Salary shall be reviewed at least annually following the
Effective  Date of this Agreement and for so long as this Agreement is in force,
to  ascertain,  in the judgment of the Board or the Board's designee, the amount
by  which  such  Base  Salary  should  be  increased,  based  primarily  on  the


                                  Page 3 of 19
<PAGE>
performance  of the Executive during the year.  Each year, the Base Salary shall
be  increased  by an amount equal to the percent of change in the Consumer Price
Index  (CPI)  as  indicated by "The Consumer Price Index for All Urban Consumers
(CPI-U)  for  the  U.S.  City  Average  for  All  Items,"  published by the U.S.
Department  of  Labor,  Bureau  of  Labor Statistics (BLS) in the preceding year
(January  1  to  December  31)  ended just prior to the anniversary review date.
Beginning in the Year 2001 and thereafter, the Base Salary increase shall always
be  at least three percent (3%) annually.  When so increased, the Base Salary as
stated  above  shall, likewise, be increased for all purposes of this Agreement.

4.2  ANNUAL  BONUS:

     In  addition to his Base Salary, the Executive shall be entitled to receive
an  annual  cash  bonus  (hereinafter  referred to as the "Bonus") from the Bank
under  an  Executive  Incentive  Plan.

     Both  the  Bank  and  the  Executive  acknowledge  and understand that such
Executive  Incentive Plan may be amended from time to time by the Bank, However,
in  no  event shall the Bonus paid by the Bank to the Executive be less than two
percent  (2%) of the before-tax profits of the Bank, as determined by the annual
accounting  report prepared for the Board of Directors.  Any earned annual Bonus
shall  be  paid  each  year  on  or  before  March  15th.

4.3  SIGNING  BONUS

     Within fifteen days of the Effective Date of this Agreement, the Bank shall
pay to the Executive a one-time, lump sum Signing Bonus in the amount of seventy
thousand  dollars  ($70,000.00).

4.4  LONG-TERM  INCENTIVES:

     During  the  term  of  this  Agreement  the  Executive shall be entitled to
participate  in  any and all long-term incentive programs of the Bank at a level
that is commensurate with Executive's position with the Bank.  In the event of a
sale  or  transfer  of  the  Bank  during  the  term of this Agreement, then the
Executive  shall  receive from the Bank one percent (1%) of the total sale price
of  the  Bank  from such transaction.  For purposes of this Agreement, the terms
sale and transfer shall mean the sale of substantially all of the Bank's assets,
a  change  of control of the Bank, a sale of more than twenty-five percent (25%)
of the Bank's stock, or any merger or consolidation of the Bank with or into any
other  entity from which the Bank or its shareholders realize cash or marketable
securities.

4.5  DEFERRED  COMPENSATION:

     The  Bank hereby promises, warrants, and agrees that, within six (6) months
of  the  Effective  Date  of  this  Agreement,  it  will  implement  a  Deferred
Compensation  package  for  the  Executive in the form of an Excess Benefit Plan
which will maximize the annual defined contribution limit established by the IRS


                                  Page 4 of 19
<PAGE>
in each year for the Executive.  The specific terms and provision of such Excess
Benefit  Plan  shall  be  stipulated  by a separate Agreement and Plan Document.

4.6  RETIREMENT  BENEFITS:

     The Bank shall provide to the Executive participation in all Bank qualified
defined  benefit  and defined contribution retirement plans that are provided to
other Bank employees and to other similarly situated Bank executives, subject to
the  eligibility,  contributions, and participation requirements and limitations
of  such  plans.  The  obligations  of  the Bank pursuant to this Sec. 4.6 shall
survive  the  termination  of  this  Agreement.

     In  addition  to  such  other  contributions  the  Bank may make to defined
benefit  plans  and/or defined contribution plans on behalf of the Executive, in
the  event that the Bank's annual profit sharing contribution shall ever be less
than  four percent (4%) for all Bank employees, then and in such event, the Bank
shall  make  up  the  difference  to the Executive by way of a contribution to a
Deferred  Compensation Agreement which the Bank shall establish and maintain for
the  benefit  of  the  Executive.

4.7  EMPLOYEE  BENEFITS:

     The  Bank  shall  provide  to  the  Executive  all  benefits to which other
executives  and  employees  of the Bank are entitled to receive, as commensurate
with the Executive's position, subject to the eligibility requirements and other
provisions  of such plans or arrangements.  Such benefits shall include, but not
be limited to, group term life insurance, comprehensive health and major medical
insurance, dental and vision insurance, and short-term and long-term disability.

     In addition to those other benefits which other executives and employees of
the Bank may be entitled to receive, the Bank shall provide to the Executive the
following:

     (a)  Within the first calendar quarter of the year 2000, the Bank shall pay
          the  full,  up-front,  and  total  premium  for  a  Split-Dollar  Life
          Insurance Policy of $600,000.00 on behalf of the Executive under which
          the  Bank  shall  add  an endorsement to the policy providing that the
          full  cash  value of the policy shall belong to the Executive and that
          the  total  death  benefits  of the policy shall be distributed to the
          designated beneficiary(ies) of the Executive upon his death so long as
          the Bank is reimbursed for premiums paid on the policy out of proceeds
          of  the  death  benefits;

     (b)  Four  weeks  Vacation  during  each  calendar  year;

     (c)  Fully  vested  stock  options of 75,000 shares of bank stock issued at
          $10.00  per  share  for  the duration of this Agreement. Within thirty
          (30)  days of the Effective Date of this Agreement, the Bank agrees to
          execute  a  separate Stock Option Agreement relating the more specific
          terms  of the stock transfer as either an Incentive Stock Option (ISO)
          Plan  or  a  Non-Qualified  Stock Plan. While the type of Stock Option
          Agreement  shall  remain  at  the  discretion  of the Board, the Board
          agrees  to  give  careful  consideration and preference towards an ISO


                                  Page 5 of 19
<PAGE>
          Plan  on  behalf of the Executive. In the event that the Board decides
          not to sponsor an ISO Plan, then the Bank shall make up the difference
          in  the  cost  of  additional  tax  liability to the Executive, either
          through  cash  or  additional  shares  of  stock  to  the  him;  and

     (d)  Fully  vested  stock option for six (6) months from the Effective Date
          of  this  Agreement  to  purchase 25,000 shares of bank stock from the
          current  shareholders  at  $10.00  per  share.

4.8  PERQUISITES:

     The  Bank  shall  provide  to  the  Executive,  at  the  Bank's  cost,  all
perquisites  to  which  other  similarly  situated  executives  of  the Bank are
entitled  to  receive  and  such  other  perquisites  which  are suitable to the
character of Executive's position with the Bank and adequate for the performance
of  his  duties  hereunder.

     In addition to those other benefits which other executives and employees of
the Bank may be entitled to receive, the Bank shall provide to the Executive the
following:

     (a)  Full  and  complete  use  of  a Chevrolet Suburban automobile (or such
          other  comparable  vehicle of similar model and value as the Executive
          may  select), including all gas, maintenance, insurance, and all other
          costs  or  expense  of  operation;

     (b)  Fully  paid  and  maintained  memberships  (including  purchase and/or
          transfer fees as applicable) to the following clubs and organizations:

         (1)     The  Farm  Country  Club;
         (2)     Ocean  Forest  Country  Club;

          Each  such  membership  shall  be  in the name of the Executive as the
          solely  named  owner  of  the individual membership, and the ownership
          rights  and  privileges  of  such  memberships  shall  survive  the
          termination  of  this  Agreement for any reason or reasons. The amount
          for  which  the  Bank  will  be  responsible as to the purchase and/or
          transfer  fees  for  such  memberships  shall  not  exceed $100,000.00

          If  during the three consecutive years following the Effective Date of
          this  Agreement,  the  Executive voluntarily terminates this Agreement
          pursuant  to Sec. 6.3, then the Executive shall reimburse the Bank for
          a  portion of these membership purchase and/or transfer fees according
          to  the  following  schedule:

               (i)  reimbursement of 100% of membership purchase and/or transfer
                    fees  paid  by  the  Bank  should  the Executive voluntarily
                    terminate  this Agreement during the first twelve (12) month
                    period  following  the  Effective  Date;


                                  Page 6 of 19
<PAGE>
               (ii) reimbursement  of  two-thirds  (2/3)  of membership purchase
                    and/or  transfer  fees paid by the Bank should the Executive
                    voluntarily  terminate  this  Agreement  during  the  second
                    twelve  (12)  month  period following the Effective Date; or

               (iii)reimbursement  of  one-third  (1/3)  of  membership purchase
                    and/or  transfer  fees paid by the Bank should the Executive
                    voluntarily terminate this Agreement during the third twelve
                    (12)  month  period  following  the  Effective  Date

          The  Executive  shall  not  be  responsible  for  reimbursement of any
          membership purchase and/or transfer fees paid by the Bank in the event
          this  Agreement  continues  for  more than three full years beyond the
          Effective  Date.  Should  the  Executive  become  responsible  for any
          reimbursements  to  the  Bank,  then  the  Executive  shall  make such
          reimbursements  to  the  Bank  in three (3) equal annual payments, the
          first of which shall be due six (6) months following the date on which
          the Executive voluntarily terminates this Agreement and this first due
          date  shall establish the anniversary dates on which the remaining two
          (2)  reimbursement  installment  payments  shall  be  due;

     (c)  Fully  paid  and  maintained  memberships  (including  purchase and/or
          transfer fees as applicable) to the following clubs and organizations:

          (1)  Young  Presidents  Organization;
          (2)  Commerce  Club;  and
          (3)  Any other clubs or organizations which may be added upon approval
               of  the  Board

          Each  such  membership  shall  be  in the name of the Executive as the
          solely  named  owner  of  the individual membership, and the ownership
          rights  and  privileges  of  such  memberships  shall  survive  the
          termination  of  this  Agreement  for  any  reason  or  reasons;

     (d)  Fully  paid  annual  physical medical examination, including the costs
          for  travel,  hotel,  and  all meals for a minimum of three (3) nights
          stay,  for  the  Executive  and  his  spouse  provided  by  a  medical
          practitioner as chosen by the Executive and at any location within the
          United States as chosen by the Executive, including but not limited to
          the  Greenbrier  Hotel.  Should  the  Executive,  at  his  option  and
          discretion,  not  go  for this annual physical in any given year, then
          the  Bank  shall  not be considered to have violated the terms of this
          paragraph;

     (e)  Fully  paid  annual attendance, including but not limited to the costs
          for  travel, hotel, and all meals, for the Executive and the spouse of
          the  Executive  for  the  following  conferences:

          (1)  Georgia  Bankers  Association  (GBA);  and
          (2)  Young  Presidents  Organization  (YPO);  or  a  comparable
               organization.


                                  Page 7 of 19
<PAGE>
4.9  RIGHT  TO  CHANGE  PLANS:

     By reason of this Article 4, the Bank shall not be obligated to perpetually
maintain, or refrain from changing, amending, or discontinuing any benefit plan,
program,  or perquisite, so long as such changes are similarly applicable to the
Executive and all other participants under such plan or program.  The Bank shall
always  give  the  Executive  advance written notice of in change, amendment, or
discontinuation to any such plan, program, or perquisite.  If the benefit to the
Executive  is diminished by such change, amendment, or discontinuation, then the
Bank  shall  compensate  the  Executive for such by way of the dollar amount and
value  by  which  such  benefit  is  reduced.

ARTICLE  5.  EXPENSES.

     The  Bank  shall  pay  or  reimburse  the  Executive  for  all ordinary and
necessary  expenses,  in  a  reasonable  amount,  which  the Executive incurs in
performing  his  duties  under  this  Agreement  including,  but not limited to,
travel,  entertainment, professional dues and subscriptions, and all dues, fees,
and  expenses  associated with membership in various professional, business, and
civic  associations  and  societies in which the Executive's participation is in
the  best  interest  of  the  Bank.

ARTICLE  6.  EMPLOYMENT  TERMINATIONS.

6.1  TERMINATION  DUE  TO  RETIREMENT  OR  DEATH:

     In  the event the Executive's employment is terminated while this Agreement
is  in  force by reason of early or normal retirement (as defined under the then
established  rules  of  the  Bank's  tax-qualified  retirement plan, hereinafter
referred  to as "Retirement"), or death, then and in such event, the Executive's
benefits  shall  be  determined  in  accordance  with  the  Bank's  retirement,
survivors'  benefits,  insurance, and other applicable programs of the Bank then
in  effect.  Upon  the effective date of such termination, the Bank's obligation
under  this  Agreement  to  pay and provide to the Executive the elements of pay
described  in  Sec.Sec.  4.1,  4.2,  and  4.3  shall  immediately  expire.

     However,  the Executive shall receive all other rights and benefits that he
is  vested  in,  pursuant to other plans and programs of the Bank.  In addition,
subject to any conflicting terms of any short-term incentive program which would
provide  for  greater benefits following such termination, the Bank shall pay to
the Executive (or the Executive's beneficiaries or estate, as applicable), a pro
rata  share  of  Executive's  Bonus  for  the  fiscal  year  in which employment
termination occurs, based on base bonus opportunity (as defined in the Executive
Incentive  Plan)  for  such  fiscal  year.  This  pro rata Bonus amount shall be
determined  as a function of the number of days in such fiscal year prior to the
date  of  employment termination in relation to the total number of days in such


                                  Page 8 of 19
<PAGE>
fiscal  year.  The  pro  rata Bonus shall be paid within thirty (30) days of the
end  of  the  year in which the Effective Date of employment termination occurs.

     Also,  all un-vested stock awards (including, but not limited to, any stock
options and restricted stock) will vest in full on the date of termination Death
or  Retirement.

6.2     TERMINATION  DUE  TO  DISABILITY:

     In  the event that the Executive becomes Disabled (as defined below) during
the  term  of  this  Agreement  and  is, therefore, unable to perform his or her
duties as set forth herein for more than one hundred eighty (180) total calendar
days  during  any  period of twelve (12) consecutive months, the Bank shall have
the  right  to  terminate  the Executive's active employment as provided in this
Agreement.  The  Board  shall  deliver  written  notice  to the Executive of the
Bank's  intent  to  terminate the Executive's employment for Disability at least
ninety (90) calendar days prior to the effective date of such termination.  Such
written  termination may be given to the Executive during the one hundred eighty
(180)  day  Disability  period so long as the notice is prospective and provides
that  termination  shall  not  occur  should the Executive recover and return to
employment at the Bank.  A termination of employment for Disability shall become
effective  upon  the  end of the ninety (90) day notice period, specified above.
Upon  such  effective  date,  the  Bank's  obligation  to pay and provide to the
Executive  the  elements  of  pay  described in Sec.Sec. 4.1, 4.2, and 4.3 shall
immediately  expire.

     However,  the  Executive  shall  receive all rights and benefits that he is
vested  in,  pursuant  to  other  plans  and programs of the Bank.  In addition,
subject to any conflicting terms of any short-term incentive program which would
provide  for  greater benefits following such termination, the Bank shall pay to
the  Executive  a  pro  rata  share  of  his  Bonus for the fiscal year in which
employment  termination  occurs, based on base bonus opportunity for such fiscal
year.  This  pro  rata  Bonus  amount  shall  be determined as a function of the
number  of  days  in such fiscal year prior to the effective date of termination
for  Disability,  in  relation  to the total number of days in such fiscal year.
The  pro rata Bonus shall be paid within thirty (30) days of the end of the year
in  which  the  Effective  Date  of  termination  for  Disability  occurs.

     Also,  all un-vested stock awards (including, but not limited to, any stock
options  and  restricted stock) will vest in full on the date of termination for
Disability.

     The  term  "Disability" shall mean, for all purposes of this Agreement, the
incapacity  of  the  Executive,  due  to  injury, illness, disease, or bodily or
mental infirmity, to engage in the performance of substantially all of the usual
duties  of  employment  with  the Bank as contemplated by Article 2 herein, such
Disability  to  be  determined  by competent medical advice from one (1) or more
individual  doctors,  qualified  to  give  such professional medical advice. The
Executive  consents  to  be  examined by such individual(s) who are qualified to
give  such  professional  medical  advice.

     It  is  expressly  understood  that  the  Disability of the Executive for a
period of one hundred eighty (180) calendar days or less in the aggregate during
any  period  of twelve (12) consecutive months, in the absence of any reasonable
expectation  that the Disability will exist for more than such a period of time,


                                  Page 9 of 19
<PAGE>
shall  not  constitute  a  failure  by  Executive  to  perform his or her duties
hereunder  and  shall not be deemed a breach or default, and the Executive shall
receive full compensation for any such period or for any other temporary illness
or  incapacity  during  the  term  of  this  Agreement.


6.3  VOLUNTARY  TERMINATION  BY  THE  EXECUTIVE:

     The  Executive may terminate this Agreement at any time by giving the Board
of  Directors  of  the  Bank written notice of intent to terminate, delivered at
least ninety (90) calendar days prior to the effective date of such termination.
This Sec. 6.3 shall not apply if the Executive, terminates employment because of
Retirement.

     The  Bank  shall  pay the Executive a full Base Salary, at the rate then in
effect  as  provided  in  Sec.  4.  1  herein,  through  the  effective  date of
termination,  plus  all other benefits to which the Executive has a vested right
at  that  time (for this purpose, the Executive shall not be paid any Bonus with
respect  to  the  fiscal year in which voluntary termination under this Sec. 6.3
occurs).  In  the  event  that the voluntary termination is for Good Reason, the
terms  of  Sec.  6.6  herein  shall  govern  the parties' rights and obligations
hereunder.

6.4  INVOLUNTARY  TERMINATION  BY  THE  BANK  WITHOUT  CAUSE:

     At  any  time during the term of this Agreement the Board may terminate the
Executive's  employment  as provided under this Agreement for reasons other than
Death,  Disability,  Retirement,  or  for  Cause,  by notifying the Executive in
writing  of  the  Bank's intent to terminate, at least ninety (90) calendar days
prior  to  the  effective  date  of  such  termination.

     Subject  to  the terms of Article 7 herein, following the expiration of the
ninety  (90)  day  notice period, the Bank shall pay to the Executive a lump-sum
cash  payment  equal  to  the present value of the sum of the following amounts:

     (a)  The Base Salary which would have been paid to the Executive throughout
          the  remaining  years  of  the  term  of  this  Agreement;

     (b)  The  annual  bonus  amount  in  the  year  of  employment termination,
          calculated  at the higher of the base bonus opportunity or anticipated
          actual,  multiplied  by  the  remaining  years  of  the  term  of this
          Agreement;

     (c)  The  annualized  long-term  incentive  award  for  the  year  in which
          termination  occurs,  at  the higher of the targeted level of award or
          anticipated  actual,  multiplied by the remaining years of the term of
          this  Agreement;  and

     (d)  The  amount  of  the Executive's annual club dues bonus in the year of
          termination,  multiplied  by  the  remaining years of the term of this
          Agreement.

     For  purposes of making the present value calculations described above, the
Bank  shall  treat  such payments as if they were made at the point in time when
each  such  payment  is  scheduled  to  have  been  made.


                                  Page 10 of 19
<PAGE>
     In addition, the Bank shall make a prorated payment of the Executive's base
bonus  for the bonus year in which termination occurs. Payment of the base bonus
shall  be made in cash, in one lump sum, at the same time the payments described
above  are  made.

     Also,  all un-vested stock awards (including, but not limited to, any stock
options  and  restricted  stock)  will  vest  on  the  date  of  termination.

     Subject  to  the  terms  of  Article  7 herein, the Bank shall continue the
Executive's  health  and  welfare benefit coverage for the entire three (3) year
period following employment termination, at the same cost, and on the same terms
as  existed  immediately  prior  to  employment  termination.  The  Bank and the
Executive  thereafter  shall  have  no further obligations under this Agreement.
Notwithstanding  the  foregoing,  in  the event the Executive obtains Comparable
Employment as defined in Article 7 hereof, the Bank's obligation to continue the
Executive's, health and welfare benefit coverage pursuant to this Sec. 6.4 shall
immediately  cease.

     Further,  the  provisions of Sec. 4.4 pertaining to the Executive receiving
one  percent  (1%)  of  the  total  sale  price  of  the  Bank shall survive the
termination  of the Executive if such termination should be without cause by the
Bank and should the sale or change of control of the Bank occur within three (3)
years  of  the date of termination by the Bank without cause.  In such an event,
the  Executive's  right  to one percent (1%) of the total sale price of the Bank
shall  remain  and  continue in full force and affect for the then current three
(3)  year  period  of  this  Agreement  beyond  the  date  of termination of the
Executive  by  the  Bank  without  cause.

     Also,  the  Bank  shall  transfer to the Executive title to the Executive's
Bank  car,  without cost to the Executive, and shall pay to the Executive a lump
sum  cash payment in an amount necessary to fully gross-up the income tax effect
of  said  transfer.

6.5  TERMINATION  FOR  CAUSE:

     Nothing  in  this  Agreement  shall  be construed to prevent the Board from
terminating  the  Executive's  employment  under  this  Agreement  for  "Cause."

     "Cause"  shall  be  defined  as  the  conviction  of  the Executive for the
commission  of  an  act  of  fraud,  embezzlement,  theft, or other criminal act
constituting  a  felony  under U.S. laws involving moral turpitude; or the gross
neglect  of  the  Executive in the performance of his material duties under this
Agreement,  for  reasons  other  than  the  Executive's  death,  Disability,  or
Retirement.  The  Bank's Board of Directors, by majority vote, shall provide the
Executive  with  notice  of  the  reasons the Board believes Cause may exist and
provide  the  Executive  with  thirty (30) days to cure the alleged Cause and/or
otherwise  to  respond  to  the  allegation  that  Cause  exists.

     In  the event this Agreement is terminated by the Board for Cause, the Bank
shall  pay  the  Executive  a  Base  Salary  through  the  effective date of the
employment  termination  and  the Executive shall immediately thereafter forfeit
all  rights  and benefits (other than vested benefits) Executive would otherwise
have  been entitled to receive under this Agreement.  The Bank and the Executive


                                  Page 11 of 19
<PAGE>
thereafter  shall  have  no  further  obligations  under  this Agreement and the
provisions  of  Article  9  shall  not  apply.  Provided,  however,  that  any
termination  for Cause under this provision shall be subject to challenge by the
Executive  pursuant  to  Article  12  of  this  Agreement.

6.6  TERMINATION  FOR  GOOD  REASON:

     At  any  time during the term of this Agreement the Executive may terminate
this  Agreement  for  Good  Reason  (as  defined  below)  by giving the Board of
directors  of  the  Bank  ninety  (90) calendar days written notice of intent to
terminate,  which  notice  sets  forth  in  reasonable  detail  the  facts  and
circumstances  claimed to provide a basis for such termination.  The Executive's
ability  to  terminate for Good Reason is contingent upon his agreement to allow
the  Bank  to remedy, within thirty (30) days of notice, the events constituting
Good  Reason.

     Upon  the failure of the Bank to remedy the events constituting Good Reason
within  thirty  (30)  days  of  notice  from  the  Executive,  the  Good  Reason
termination  shall  become  effective, and the Bank shall pay and provide to the
Executive  the benefits set forth in Sec. 6.4 herein (as if the termination were
an  involuntary  termination  without  Cause).

     Good  Reason  shall  mean,  without  the  Executive's express prior written
consent  the  occurrence  of  any  one  or  more  of  the  following:

     (a)  The assignment of the Executive to duties materially inconsistent with
          the  Executive's  authorities,  duties,  responsibilities,  and status
          (including  titles  and  reporting  requirements) as an officer of the
          Bank, or a material reduction or alteration in the nature or status of
          the Executive's authorities, duties, or responsibilities from those in
          effect  as of the Effective Date (or as subsequently increased), other
          than an insubstantial and inadvertent act that is remedied by the Bank
          promptly  after  receipt  of  notice  thereof  given by the Executive;

     (b)  The Bank's requiring the Executive to be based at a location in excess
          of  fifteen  (15) miles from the location of the Executive's principal
          job  location  or office as of the Effective Date, except for required
          travel  on  the  Bank's business to an extent substantially consistent
          with  the  Executive's  present  business  obligations;

     (c)  A reduction by the Bank of the Executive's Base Salary as in effect on
          the  Effective  Date,  or  as the same shall be increased from time to
          time;

     (d)  A  reduction  by  the  Bank  of  the  Executive's  aggregate incentive
          opportunities  under  the  Bank's  short-term  and long-term incentive
          programs,  as  such  opportunities  exist on the Effective Date, or as
          such opportunities may be increased after the Effective Date. For this
          purpose,  a reduction in the Executive's incentive opportunities shall
          be  deemed to have occurred in the event his targeted annualized award
          opportunities  and/or  the degree of probability of attainment of such
          annualized  award  opportunities,  are  diminished from the levels and
          probability  of attainment that existed as of the Effective Date or as
          such opportunity and/or degree of probability have been increased from
          time  to  time. This subsection (d) shall not apply as a definition of


                                  Page 12 of 19
<PAGE>
          "good  reason"  in the event that the Executive, in his capacity as an
          officer  of the Bank, voluntarily makes the decision or agrees to such
          a  reduction  in  incentive  programs;

     (e)  The  failure of the Bank to maintain the Executive's relative level of
          coverage  under  the  Bank's  employee  benefit  or  retirement plans,
          policies,  practices,  or  arrangements  in  which  the  Executive
          participates  as of the Effective Date, both in terms of the amount of
          benefits  provided  and  the  relative  level  of  the  Executive's
          participation.  For this purpose, the Bank may eliminate and/or modify
          existing  programs  and  coverage  levels; provided, however, that the
          Executive's level of coverage under all such programs must be at least
          as  great as is such coverage provided to executives who have the same
          or  lesser  levels  of  reporting  responsibilities  within the Bank's
          organization  and  the  Bank  must  compensate  the  Executive for any
          reduction  or diminution in the value of his specific benefits for the
          duration  of  this Agreement. This subsection (e) shall not apply as a
          definition  of  "good  reason" in the event that the Executive, in his
          capacity  as an officer of the Bank, voluntarily makes the decision or
          agrees  to  such  a  reduction in employee benefit plans or retirement
          programs,  except  that  the  provision  of  Sec.  4.9  as  relates to
          diminished  value  shall  continue  to  apply;

     (f)  The  failure  of  the Bank to obtain a satisfactory agreement from any
          successor  to  the  Bank  to  assume  and  agree to perform the Bank's
          obligations  under  this  Agreement;  and

     (g)  Any  purported  termination  by the Bank of the Executive's employment
          that  is  not  effected pursuant to a notice of termination satisfying
          the  requirements of Articles 1 and 6 herein, and for purposes of this
          Agreement,  no  such  purported  termination  shall  be  effective.

     The  Executive's right to terminate employment for Good Reason shall not be
affected  by  the Executive's incapacity due to physical or mental illness.  The
Executive's  continued employment shall not constitute a consent to, or a waiver
of  rights  with  respect  to, any circumstance constituting Good Reason herein.

     Upon  a  termination  of  the Executive's employment for Good Reason at any
time  during  the  term  of  this  Agreement, the Executive shall be entitled to
receive the same payments and benefits as he is entitled to receive following an
involuntary  termination  of  his  employment  by  the  Bank  without  Cause, as
specified  in Sec. 6.4 herein. As such, the provisions of Sec. 4.4 pertaining to
the  Executive  receiving  one  percent (1%) of the total sale price of the Bank
shall survive the Executive's termination for Good Reason and should the sale or
change  of  control  of  the  Bank  occur  within three (3) years of the date of
termination  for  Good  Reason.  In  such an event, the Executive's right to one
percent  (1%)  of  the total sale price of the Bank shall remain and continue in
full  force  and  affect  for  the  then  current  three (3) year period of this
Agreement  beyond  the  date  of  termination  of the Executive for Good Reason.


ARTICLE  7.  NO  DUTY  TO  MITIGATE.


                                  Page 13 of 19
<PAGE>
     As a condition to receiving the severance benefits described in Sec. 6.4 or
in  Sec.  6.6  herein,  the Executive is not required to actively seek full-time
employment  during  the  period  following  employment  termination.

ARTICLE  8.  EXCISE  TAX  GROSS-UP.

8.1  EQUALIZATION  PAYMENT:

     In  the  event  that  the  Executive becomes entitled to severance benefits
under  Sec.  6.4  or  Sec.  6.6  herein  (hereinafter  referred to as "Severance
Benefits"),  if  any  of  the Severance Benefits will be subject to the tax (the
"Excise  Tax")  imposed  by  Sec.  4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any similar tax that may hereafter be imposed, the Bank
shall pay to the Executive in cash an additional amount (the "Gross-Up Payment")
such  that  the  net amount retained by the Executive after deduction of (i) any
Excise  Tax  on  the  Severance Benefits; and (ii) any federal, state, and local
income tax and Excise Tax on the Gross-Up Payment provided for by this Sec. 8.1,
shall  be  equal  to the Severance Benefits.  Such payments shall be made by the
Bank  to  the  Executive  as soon as practicable following the effective date of
termination,  but  in  no  event  beyond  thirty  (30)  days  from  such  date.

8.2  TAX  COMPUTATION:

     For  purposes  of determining whether any of the Severance Benefits will be
subject  to  the  Excise  Tax  and  the  amounts  of  such  Excise  Tax:

     (a)  Any  other  payments  or  benefits  received  or to be received by the
          Executive  in  connection  with a change in control of the Bank or the
          Executive's  termination  of employment (whether pursuant to the terms
          of  this  Plan  or  any other plan, arrangement, or agreement with the
          Bank,  or  with  any  individual,  entity,  or group of individuals or
          entities  (individually  and collectively referred to in this Sec. 8.2
          as  "Persons") whose actions result in a change in control of the Bank
          or  any  Person  affiliated  with  the  Bank or such Persons) shall be
          treated  as "parachute payments" within the meaning of Sec. 280G(b)(2)
          of the Code, and all "excess parachute payments" within the meaning of
          Sec.  280G(b)(1) of the Code shall be treated as subject to the Excise
          Tax,  unless  in  the  opinion  of  tax counsel selected by the Bank's
          independent  auditors  and  acceptable  to  the  Executive, such other
          payments or benefits (in whole or in part) do not constitute parachute
          payments,  or  unless  such  excess parachute payments (in whole or in
          part) represent reasonable compensation for services actually rendered
          within  the  meaning  of  Sec. 280G(b)(4) of the Code in excess of the
          base  amount within the meaning of Sec. 280G(b)(3) of the Code, or are
          otherwise  not  subject  to  the  excise  tax;

     (b)  The amount of the Severance Benefits which shall be treated as subject
          to the Excise Tax shall be equal to the lesser of (i) the total amount
          of  the  Severance  Benefits;  or  (ii) the amount of excess parachute
          payments  within  the  meaning  of  Sec. 280G(b)(1) of the Code (after


                                  Page 14 of 19
<PAGE>
          applying  clause  (a)  above). For purposes of this paragraph, the one
          percent  (1%) of sale price of the Bank as described in Sec. 4,4 shall
          not  be  included  as  Severance Benefits to the Executive in order to
          calculate  the  excise  tax  or the maximum amount of excess parachute
          payments  within  the  meaning  of  Sec.  280G(b)(1)  of the Code; and

     (c)  The  value  of any noncash benefits or any deferred payment or benefit
          shall  be  determined by the Bank's independent auditors in accordance
          with  the, principles of Sec. 280G(d)(3) and (4) of the Code. The base
          amount  shall  be  determined  by  the  Bank's independent auditors in
          accordance  with  the  principles  of  Sec.  280G(d)(3)  of  the Code.


     For  purposes  of  determining  the  amount  of  the  Gross-Up  Payment the
Executive  shall  be  deemed to pay federal income taxes at the highest marginal
rate  of  federal  income  taxation  in  the calendar year in which the Gross-Up
Payment  is to be made, and state and local income taxes at the highest marginal
rate  of taxation in the. state and locality of the Executive's residence on the
effective  date  of  employment  net  of the maximum reduction in federal income
taxes  which  could  be  obtained  from deduction of such state and local taxes.

8.3  SUBSEQUENT  RECALCULATION

     In the event the computation of the Bank under Sec. 8.1 herein, is adjusted
by the Internal Revenue Service which adjustment becomes binding on the Service,
the  Bank, and the Executive, so that the Executive did not receive the greatest
net  benefit,  the  Bank  shall  reimburse  the  Executive  for  the full amount
necessary  to  make  the  Executive  whole,  plus  a market rate of interest, as
determined  by  the  Board  of  Directors.

ARTICLE  9.  NON-COMPETITION.

9.1  PROHIBITION  ON  COMPETITION:

     Without  the  prior  written  consent  of the Bank, during the term of this
Agreement,  and  for  twelve  (12)  months  following  the  expiration  of  this
Agreement,  the  Executive  shall  not,  as  an  employee  or an officer, engage
directly  or  indirectly in any business or enterprise which is "in competition"
with  the  Bank or its successors or assigns.  For purposes of this Agreement, a
business  or enterprise will be deemed to be "in competition" if it is a banking
institution,  the  headquarters  of which are within fifteen (15) miles from the
Bank's  current  location  on  the Effective Date of this Agreement, in Calhoun,
Georgia.

     The  Executive  further agrees that within this same twelve (12) mouth time
period,  he  will  keep  any  and  all  Bank  business, trade secrets, and other
proprietary  information in strict confidence; he will not solicit business from
the existing customers of the Bank; and he will not solicit or induce any person
employed  by  the  Bank  to  leave  such  employment.

     However, the Executive shall be allowed to purchase and hold for investment
the  shares  of  any corporation whose shares are regularly traded on a national
securities  exchange  or  in  the  over-the-counter  market.  Additionally,  the


                                  Page 15 of 19
<PAGE>
Executive shall be allowed to maintain any holdings which the Executive may have
as  of  the  Effective  Date  of  this  Agreement.

     Any  prohibition  on  competition  by  the Executive shall not apply in the
event  that  the  Executive's  employment  has  been terminated without Cause as
provided  in  Sec.  6.4  or  for  Good  Reason  as  provided  in  Sec.  6.6.


9.2  SPECIFIC  PERFORMANCE:

     The parties recognize that the Bank will have no adequate remedy at law for
breach  by the Executive of the requirements of this Article 9 and, in the event
of such breach, the Bank and the Executive hereby agree that, in addition to the
right  to  seek  monetary  damages,  the  Bank  will  be entitled to a decree of
specific  performance,  mandamus,  or  other  appropriate  remedy  to  enforce
performance  of  such  requirements.

ARTICLE  10.  INDEMNIFICATION.

     The  Bank  hereby  covenants  and agrees to indemnify and hold harmless the
Executive  in  every  manner associated with costs resulting from legal fees and
expenses  which  may  be incurred in defense of his executive authority position
with  the  bank,  including  any  claim,  dispute,  or  litigation by the former
employer  of  the  Executive  based  on  his  employment  with  the  Bank.

ARTICLE  11.  ASSIGNMENT.

11.1 ASSIGNMENT  BY  BANK

     This  Agreement  may  and shall be assigned or transferred to, and shall be
binding upon and shall inure to the benefit of, any successor or assignor of the
Bank,  and  any  such  successor or assignor shall be deemed substituted for all
purposes  of  the  "Bank"  under  the  terms of this Agreement.  As used in this
Agreement,  the  term  "successor"  or  "assignor"  shall mean any person, firm,
corporation,  or business entity which at any time, whether by merger, purchase,
or otherwise, acquires all or substantially all of the assets or the business of
the  Bank.  Notwithstanding  such  assignment,  the Bank shall remain, with such
successor,  jointly  and  severally  liable  for  all its obligations hereunder.

     Failure of the Bank to obtain the agreement of any successor or assignor to
be  bound  by the terms of this Agreement prior to the effectiveness of any such
succession  or  assignment  shall  be  a  breach  of  this  Agreement, and shall
immediately  entitle  the  Executive  to  compensation from the Bank in the same
amount  and on the same terms as the Executive would be entitled in the event of
an  termination  of  employment,  as  provided  in  Sec.  6.4  herein.

     Except  as herein provided, this Agreement may not otherwise be assigned by
the  Bank.

11.2 ASSIGNMENT  BY  EXECUTIVE:


                                  Page 16 of 19
<PAGE>
     The  services  to  be  provided  by the Executive to the Bank hereunder are
personal to the Executive, and the Executive's duties may not be assigned by the
Executive;  provided,  however that this Agreement shall inure to the benefit of
and  be  enforceable  by  the  Executive's  personal  or  legal representatives,
executors,  and  administrators,  successors, heirs, distributees, devisees, and
legatees.  If  the  Executive  dies  while  any amounts payable to the Executive
hereunder  remain  outstanding,  all  such  amounts,  unless  otherwise provided
herein,  shall  be  paid  in  accordance with the terms of this Agreement to the
Executive's  devisee,  legatee,  or  other  designee  or, in the absence of such
designee,  to  the  Executive's  estate.

ARTICLE  12.  DISPUTE  RESOLUTION  AND  NOTICE.

12.1     DISPUTE  RESOLUTION:

     The  Executive  shall  have  the right and option to elect to have any good
faith  dispute or controversy arising under or in connection with this Agreement
settled  by  litigation  or  by  arbitration.

     If  arbitration  is  selected,  such proceeding shall be conducted before a
panel  of three (3) arbitrators from the American Arbitration Association (AAA),
sitting in a location selected by the Executive within fifty (50) miles from the
location  of  Executive's  principal place of employment, in accordance with the
rules  of  the  American Arbitration Association then in effect. Judgment may be
entered  on  the  award  of  the  arbitrators  in  any  court  having  competent
jurisdiction.

     All  expenses  of  such litigation or arbitration, including the reasonable
fees  and  expenses of the legal representative for the Executive, and necessary
costs  and  disbursements  incurred  as  a  result  of  such  dispute  or  legal
proceeding,  and  any  prejudgment  interest,  shall  be  born  by  the  Bank.


12.2 NOTICE:

     Any  notices,  requests,  demands,  or other communications provided for by
this  Agreement  shall  be sufficient if in writing and if sent by registered or
certified  mail  to  the  Executive  at  the last address Executive has filed in
writing  with  the  Bank or, in the case of the Bank, to an executive officer of
the  Bank,  at  the  Bank's  principal  offices.

ARTICLE  13.  MISCELLANEOUS.

13.1 ENTIRE  AGREEMENT:

     This  Agreement  supersedes any prior agreements or understandings, oral or
written, between the parties hereto, or between the Executive and the Bank, with
respect  to  the  subject matter hereof, and constitutes the entire agreement of
the  parties  with  respect  thereto.


                                  Page 17 of 19
<PAGE>
13.2 MODIFICATION:

     This  Agreement  shall not be varied, altered, modified, canceled, changed,
or  in  any  way  amended except by mutual agreement of the parties in a written
instrument  executed  by  the  parties  hereto  or  their legal representatives.

13.3 SEVERABILITY:

     In  the  event  that  any  provision  or portion of this Agreement shall be
determined  to  be  invalid.  or  unenforceable  for  any  reason, the remaining
provisions  of  this  Agreement  shall be unaffected thereby and shall remain in
full  force  and  effect.

13.4 COUNTERPARTS:

     This  Agreement  may  be  executed in one (1) or more counterparts, each of
which  shall  be  deemed  to  be  an  original,  but  all of which together will
constitute  one  and  the  same  Agreement.

13.5 TAX  WITHHOLDING:

     The  Bank  may  withhold from any benefits payable under this Agreement all
federal,  state,  city, or other taxes as may be required pursuant to any law or
governmental  regulation  or  ruling.

13.6 BENEFICIARIES:

     The  Executive may designate one or more persons or entities as the primary
and/or  contingent  beneficiaries  of  any  amounts  to  be  received under this
Agreement.  Such  designation must be in the form of a signed writing acceptable
to  the  Board  or  the Board's designee.  The Executive may make or change such
designation  at  any  time.

ARTICLE  14.  GOVERNING  LAW.

     To  the  extent  not  preempted  by  federal  law,  the  provisions of this
Agreement  shall  be  construed  and enforced in accordance with the laws of the
state  of  Georgia.


                                  Page 18 of 19
<PAGE>
IN  WITNESS  WHEREOF,  the  Executive  has executed, and the Bank (pursuant to a
Resolution  adopted  at  a  duly  constituted  meeting  of  the  Bank's Board of
Directors)  has  executed  this  Agreement  in  duplicate, as of the 22nd day of
September,  1999.


                                        NORTH  GEORGIA  NATIONAL  BANK
                                             ----------------------------------


                                        By:  /s/  Thomas  M.  Kinnamon
                                             ----------------------------------
                                             THOMAS  M.  KINNAMON
                                             Chairman of the Board of Directors


                                        By:  /s/  Ernest  M.  Acree,  Jr.
                                             ----------------------------------
                                             ERNEST  M.  ACREE,  JR.
                                             Director


                                        By:  /s/  Mike  Jinright
                                             ----------------------------------
                                             MIKE  JINRIGHT
                                             Director


Attest:  /s/  Rita  B.  Gray
         --------------------
Secretary  of  North  Georgia
National  Bank


                                        EXECUTIVE
                                        ---------


                                        By:  /s/  David  J.  Lance
                                             ----------------------------------
                                             DAVID  J.  LANCE


                                  Page 19 of 19
<PAGE>