EXHIBIT 10.5






                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN







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                                TABLE OF CONTENTS

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INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

SECTION  1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .    1

  1.1     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .    1

SECTION  2  THE  STOCK  INCENTIVE  PLAN . . . . . . . . . . . . . . . . .    5

  2.1     PURPOSE  OF  THE  PLAN. . . . . . . . . . . . . . . . . . . . .    5
  2.2     STOCK  SUBJECT  TO  THE  PLAN . . . . . . . . . . . . . . . . .    5
  2.3     ADMINISTRATION  OF  THE  PLAN . . . . . . . . . . . . . . . . .    5
  2.4     ELIGIBILITY  AND  LIMITS  . . . . . . . . . . . . . . . . . . .    6

SECTION  3  TERMS  OF  STOCK  INCENTIVES  . . . . . . . . . . . . . . . .    6

  3.1     GENERAL  TERMS  AND  CONDITIONS . . . . . . . . . . . . . . . .    6
  3.2     TERMS  AND  CONDITIONS  OF  OPTIONS . . . . . . . . . . . . . .    7
          (A)     OPTION  PRICE . . . . . . . . . . . . . . . . . . . . .    8
          (B)     OPTION  TERM. . . . . . . . . . . . . . . . . . . . . .    8
          (C)     PAYMENT . . . . . . . . . . . . . . . . . . . . . . . .    8
          (D)     CONDITIONS  TO  THE  EXERCISE  OF  AN  OPTION . . . . .    8
          (E)     TERMINATION  OF  INCENTIVE  STOCK  OPTION . . . . . . .    9
          (F)     SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS . . .    9

  3.3     TREATMENT  OF  AWARDS  UPON  TERMINATION  OF  SERVICE . . . . .    9

SECTION  4  RESTRICTIONS  ON  STOCK . . . . . . . . . . . . . . . . . . .    9

  4.1     ESCROW  OF  SHARES. . . . . . . . . . . . . . . . . . . . . . .    9
  4.2     RESTRICTIONS  ON  TRANSFER. . . . . . . . . . . . . . . . . . .   10

SECTION  5  GENERAL  PROVISIONS . . . . . . . . . . . . . . . . . . . . .   10

  5.1     WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . .   10
  5.2     CHANGES  IN  CAPITALIZATION;  MERGER;  LIQUIDATION. . . . . . .   11
  5.3     CASH  AWARDS. . . . . . . . . . . . . . . . . . . . . . . . . .   11
  5.4     COMPLIANCE  WITH  CODE. . . . . . . . . . . . . . . . . . . . .   11
  5.5     RIGHT  TO  TERMINATE  SERVICE . . . . . . . . . . . . . . . . .   12
  5.6     RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS. . . . . .   12
  5.7     NON-ALIENATION  OF  BENEFITS. . . . . . . . . . . . . . . . . .   12
  5.8     TERMINATION  AND  AMENDMENT  OF  THE  PLAN. . . . . . . . . . .   12
  5.9     CHOICE  OF  LAW . . . . . . . . . . . . . . . . . . . . . . . .   12


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                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN


                                  INTRODUCTION
                                  ------------

     WHEREAS,  North  Georgia Community Financial Partners, Inc. (the "Company")
and  North  Georgia  National  Bank  (the  "Bank")  entered  into  a  Plan  of
Reorganization  (the  "Reorganization"), effective as of July 14, 2000, pursuant
to  which  the  Bank  became  a  wholly-owned  subsidiary  of  the  Company.

     WHEREAS,  the  Bank  maintained  the North Georgia National Bank 1999 Stock
Incentive  Plan  (the  "Bank  Plan").

     WHEREAS, pursuant to the Reorganization, the Company assumed the Bank Plan,
and  the  Company  now  desires  to amend and restate the Bank Plan as the North
Georgia  Community  Financial  Partners,  Inc.  2000  Stock  Incentive  Plan.

     NOW THEREFORE, effective as of July 14, 2000, the Company does hereby amend
and  restate  the  Bank  Plan as the North Georgia Community Financial Partners,
Inc.  2000  Stock  Incentive  Plan.

                             SECTION 1  DEFINITIONS

     1.1     Definitions.  Whenever  used herein, the masculine pronoun shall be
             -----------
deemed  to  include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases  are  used  herein  with  the  meaning  thereafter  ascribed:

          (a)     "Bank"  means  North Georgia National Bank, a national banking
                   ----
association  organized  under  the  laws  of  the  United  States.

          (b)     "Board  of  Directors"  means  the  board  of directors of the
                   --------------------
Company.

          (c)     "Cause"  has  the  same  meaning as provided in the employment
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agreement between the Participant and the Company or an affiliate on the date of
Termination of Service, or if no such definition or employment agreement exists,
"Cause"  means conduct amounting to  (1) fraud or dishonesty against the Company
or  any  affiliate,  (2)  Participant's  willful misconduct, repeated refusal to
follow the reasonable directions of the Board of Directors or board of directors
of any affiliate or knowing violation of law in the course of performance of the
duties  of Participant's service with the Company or any affiliate, (3) repeated
absences  from  work without a reasonable excuse, (4) repeated intoxication with
alcohol or drugs while on business premises during regular business hours, (5) a
conviction or plea of guilty or nolo contendere to a felony or a crime involving
dishonesty,  or (6) a breach or violation of the terms of any agreement to which
Participant  and  the  Company  or  any  affiliate  are  party.


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          (d)     "Change  in  Control"  means  any  one of the following events
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which  may  occur  after  the  date  the  Stock  Incentive  is  granted:

               (1)     the  acquisition  by  any  individual, entity or "group",
within  the  meaning  of  Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange  Act  of 1934, as amended, (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
of  voting  securities  of either the Bank or the Company where such acquisition
causes  any such Person to own twenty-five percent (25%) or more of the combined
voting  power  of  the  then outstanding voting securities then entitled to vote
generally  in  the  election of directors (the "Outstanding Voting Securities");
provided,  however,  that  for purposes of this Section 1.1(d)(1), the following
shall  not  be  deemed  to  result  in  a Change in Control, (i) any acquisition
directly  from  the  Bank  or  the  Company,  unless  such a Person subsequently
acquires  additional shares of Outstanding Voting Securities other than from the
Bank  or  the  Company,  in  which case any such subsequent acquisition shall be
deemed  to  be  a  Change  in  Control;  or (ii) any acquisition by any employee
benefit  plan  (or  related  trust)  sponsored  or maintained by the Bank or the
Company;

               (2)     a  merger,  consolidation,  share  exchange, combination,
reorganization  or  like  transaction involving the Bank or the Company in which
the  stockholders  of  the  Bank  or  the  Company  immediately  prior  to  such
transaction do not own at least fifty percent (50%) of the value or voting power
of  the  issued  and outstanding capital stock of the Bank or the Company or any
successor  immediately  after  such  transaction;

               (3)     the  sale  or  transfer  (other  than as security for the
Bank's  or  the  Company's  obligations) of more than fifty percent (50%) of the
assets  of the Bank or the Company in any one transaction or a series of related
transactions  occurring  within  a  one (1) year period in which the Bank or the
Company  or the stockholders of the Bank or the Company immediately prior to the
transaction do not own at least fifty percent (50%) of the value or voting power
of  the  issued  and  outstanding  equity securities of the acquiror immediately
after  the  transaction;

               (4)     the  sale or transfer of more than fifty percent (50%) of
the  value or voting power of the issued and outstanding capital stock of either
the  Bank  or  the  Company  by  the holders thereof in any one transaction or a
series  of  related transactions occurring within a one (1) year period in which
the  Bank  or  the  Company  or  the  stockholders  of  the  Bank or the Company
immediately  prior to the transaction do not own at least fifty percent (50%) of
the value or voting power of the issued and outstanding equity securities of the
acquiror  immediately  after  the  transaction;  or

               (5)     the  dissolution  or  liquidation  of  the  Bank  or  the
Company.

          (e)     "Company"  means  North  Georgia Community Financial Partners,
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Inc.,  a  corporation  organized  under  the  laws  of Georgia as a bank holding
company.

          (f)     "Code"  means  the  Internal Revenue Code of 1986, as amended.
                   ----


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          (g)     "Committee"  means  the  committee  appointed  by the Board of
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Directors  to  administer  the  Plan  pursuant  to  Plan  Section  2.3.

          (h)     "Disability" has the same meaning as provided in the long-term
                   ----------
disability  plan  or  policy  maintained  or,  if  applicable,  most  recently
maintained, by the Company or an affiliate for the Participant.  If no long-term
disability  plan  or policy was ever maintained on behalf of the Participant or,
if  the  determination  of  Disability  relates  to  an  Incentive Stock Option,
Disability  shall  mean  that  condition  described in Code Section 22(e)(3), as
amended  from  time  to  time.  In  the event of a dispute, the determination of
Disability  shall  be  made  by the Board of Directors and shall be supported by
advice  of  a  physician competent in the area to which such Disability relates.

          (i)     "Disposition"  means  any  conveyance,  sale,  transfer,
                   -----------
assignment,  pledge  or  hypothecation,  whether  outright or as security, inter
vivos  or testamentary, with or without consideration, voluntary or involuntary.

          (j)     "Fair  Market Value" refers to the determination of value of a
                   ------------------
share  of  Stock.  If  the  Stock  is actively traded on any national securities
exchange  or any Nasdaq quotation or market system, Fair Market Value shall mean
the  closing  price  at  which  sales  of Stock shall have been sold on the most
recent  trading date immediately prior to the date of determination, as reported
by  any such exchange or system selected by the Committee on which the shares of
Stock  are  then  traded.  If the shares of Stock are not actively traded on any
such exchange or system, Fair Market Value shall mean the arithmetic mean of the
bid  and  asked  prices  for the shares of Stock on the most recent trading date
within  a  reasonable period prior to the determination date as reported by such
exchange  or  system.  If  there are no bid and asked prices within a reasonable
period  or if the shares of Stock are not traded on any exchange or system as of
the  determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances  deemed  to be material by the Committee to the value of the Stock
in  the hands of the Participant; provided that, for purposes of granting awards
other than Incentive Stock Options, Fair Market Value of a share of Stock may be
determined  by the Committee by reference to the average market value determined
over  a period certain or as of specified dates, to a tender offer price for the
shares  of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value and provided further that, for
purposes  of  granting  Incentive Stock Options, Fair Market Value of a share of
Stock  shall be determined in accordance with the valuation principles described
in  the  regulations  promulgated  under  Code  Section  422.

          (k)     "Incentive  Stock  Option" means an incentive stock option, as
                   ------------------------
defined  in  Code  Section  422,  described  in  Plan  Section  3.2.

          (l)     "Non-Qualified  Stock Option" means a stock option, other than
                   ---------------------------
an  option  qualifying  as  an Incentive Stock Option, described in Plan Section
3.2.

          (m)     "Option"  means  a  Non-Qualified Stock Option or an Incentive
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Stock  Option.


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          (n)     "Over  10%  Owner"  means  an  individual  who  at the time an
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Incentive  Stock  Option  is  granted owns Stock possessing more than 10% of the
total  combined  voting  power  of  the  Company  or  one  of  its  Parents  or
Subsidiaries,  determined  by  applying  the  attribution  rules of Code Section
424(d).

          (o)     "Parent"  means any corporation (other than the Company) in an
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unbroken  chain  of  corporations  ending  with  the Company if, with respect to
Incentive  Stock Options, at the time of granting of the Incentive Stock Option,
each  of  the  corporations  other than the Company owns stock possessing 50% or
more  of  the  total combined voting power of all classes of stock in one of the
other  corporations  in  the  chain.

          (p)     "Participant"  means  an  individual  who  receives  a  Stock
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Incentive  hereunder.

          (q)     "Plan"  means  the North Georgia Community Financial Partners,
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Inc.  2000  Stock  Incentive  Plan.

          (r)     "Stock"  means  the  Company's  no  par  value  common  stock.
                   -----

          (s)     "Stock  Incentive  Agreement"  means  an agreement between the
                   ---------------------------
Company  and a Participant or other documentation evidencing an award of a Stock
Incentive.

          (t)     "Stock  Incentives"  means,  collectively,  Incentive  Stock
                   -----------------
Options  and  Non-Qualified  Stock  Options.

          (u)     "Subsidiary" means any corporation (other than the Company) in
                   ----------
an unbroken chain of corporations beginning with the Company if, with respect to
Incentive  Stock  Options,  at  the  time of the granting of the Incentive Stock
Option, each of the corporations other than the last corporation in the unbroken
chain  owns  stock  possessing fifty percent (50%) or more of the total combined
voting  power  of  all  classes of stock in one of the other corporations in the
chain.

          (v)     "Termination  of Service" means the termination of the service
                   -----------------------
relationship,  whether  employment  or  otherwise, between a Participant and the
Company  and  any  affiliates,  regardless of the fact that severance or similar
payments  are  made to the Participant for any reason, including, but not by way
of  limitation,  a  termination  by resignation, discharge, death, Disability or
retirement.  The  Committee  shall,  in  its  absolute discretion, determine the
effect  of  all  matters  and  questions  relating  to  Termination  of Service,
including,  but  not  by  way  of limitation, the question of whether a leave of
absence  constitutes  a  Termination  of  Service,  or  whether a Termination of
Service  is  for  Cause.

                       SECTION 2  THE STOCK INCENTIVE PLAN

     2.1     Purpose  of  the  Plan.  The  Plan  is  intended  to  (a)  provide
             ----------------------
incentives  to  officers, employees, directors and organizers of the Company and
its  affiliates  to  stimulate their efforts toward the continued success of the


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Company and to operate and manage the business in a manner that will provide for
the  long-term  growth  and  profitability  of  the Company; (b) encourage stock
ownership  by  officers,  employees,  directors and organizers by providing them
with  a  means  to  acquire  a  proprietary interest in the Company by acquiring
shares  of  Stock;  and  (c)  provide  a  means  of  obtaining and rewarding key
personnel.

     2.2     Stock  Subject  to  the  Plan.  Subject to adjustment in accordance
             -----------------------------
with Section 5.2, 400,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved  exclusively  for  issuance  pursuant  to Stock Incentives.  At no time
shall  the  Company have outstanding Stock Incentives and shares of Stock issued
in respect of Stock Incentives in excess of the Maximum Plan Shares.  The shares
of  Stock  attributable  to  the  nonvested, unpaid, unexercised, unconverted or
otherwise  unsettled  portion  of  any  Stock  Incentive  that  is  forfeited or
cancelled or expires or terminates for any reason without becoming vested, paid,
exercised,  converted  or otherwise settled in full shall again be available for
purposes  of  the  Plan.

     2.3     Administration  of the Plan.  The Plan shall be administered by the
             ---------------------------
Committee.  The  Committee  shall  have  full  authority  in  its  discretion to
determine  the  officers,  employees, directors and organizers of the Company or
its  affiliates  to  whom  Stock  Incentives  shall be granted and the terms and
provisions  of  Stock Incentives subject to the Plan.  Subject to the provisions
of the Plan, the Committee shall have full and conclusive authority to interpret
the  Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan;  to  determine  the terms and provisions of the respective Stock Incentive
Agreements  and  to make all other determinations necessary or advisable for the
proper  administration  of  the  Plan.  The Committee's determinations under the
Plan  need  not  be  uniform and may be made by it selectively among persons who
receive,  or are eligible to receive, awards under the Plan (whether or not such
persons  are  similarly situated).  The Committee's decisions shall be final and
binding  on  all  Participants.

     The  Committee  shall  consist  of  at  least  two  members of the Board of
Directors  and,  during  those  periods  that  the  Company  is  subject  to the
provisions  of  Section  16 of the Securities Exchange Act of 1934, the Board of
Directors  shall  consider the advisability of whether each such appointee shall
qualify  as  a "non-employee director", as that term is defined in Rule 16b-3 as
then  in  effect  under  the  Securities Exchange Act of 1934, and, during those
periods  that the Company has issued equity securities required to be registered
under  Section 12 of the Securities Exchange Act of 1934, the Board of Directors
shall  consider the advisability of whether each such appointee shall separately
qualify  as an "outside director", within the meaning of Code Section 162(m) and
the  regulations  promulgated  thereunder.  Each  member  of the Committee shall
serve at the discretion of the Board of Directors and the Board of Directors may
from  time  to  time  remove  members  from  or  add  members  to the Committee.
Vacancies  on  the  Committee  shall  be  filled  by  the  Board  of  Directors.

     The  Committee  shall  select one of its members as Chairman and shall hold
meetings at the times and in the places as it may deem advisable.  Acts approved
by  a  majority  of  the Committee in a meeting at which a quorum is present, or
acts  reduced  to  or  approved  in  writing by a majority of the members of the
Committee,  shall  be  the  valid  acts  of  the  Committee.


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     2.4     Eligibility  and  Limits.  Stock  Incentives may be granted only to
             ------------------------
officers,  employees,  directors and organizers of the Company or any affiliate;
provided,  however,  that  an  Incentive  Stock Option may only be granted to an
employee  of  the  Company  or  any  Subsidiary.  In the case of Incentive Stock
Options, the aggregate Fair Market Value (determined as of the date an Incentive
Stock  Option  is granted) of Stock with respect to which stock options intended
to  meet  the  requirements of Code Section 422 become exercisable for the first
time  by  an  individual during any calendar year under all plans of the Company
and  its  Parents  and Subsidiaries shall not exceed $100,000; provided further,
that  if  the  limitation is exceeded, the Incentive Stock Option(s) which cause
the limitation to be exceeded shall be treated as Non-Qualified Stock Option(s);
except  as  the  terms  of  the  Stock Incentive Agreement may expressly provide
otherwise.  To  the  extent  required  under Code Section 162(m) and regulations
thereunder  for  compensation  to  be  treated  as  qualified  performance-based
compensation,  subject to adjustment in accordance with Section 5.2, the maximum
number  of  shares  of Stock with respect to which Options may be granted during
any  single  fiscal year of the Company to any employee shall not exceed 75,000.
In  applying  this  limitation,  if  a  Stock Incentive, or any portion thereof,
granted  to an employee is cancelled or repriced for any reason, then the shares
of Stock attributable to such cancellation or repricing either shall continue to
be  counted  as  an outstanding grant or shall be counted as a new grant, as the
case  may  be,  against the affected employee's 75,000 limit for the appropriate
fiscal  year.

                      SECTION 3  TERMS OF STOCK INCENTIVES

     3.1     General  Terms  and  Conditions.
             -------------------------------

          (a)     The  number  of  shares of Stock as to which a Stock Incentive
shall  be  granted  shall be determined by the Committee in its sole discretion,
subject  to  the  provisions  of  Section  2.2  as to the total number of shares
available  for  grants  under  the  Plan.  If  a  Stock  Incentive  Agreement so
provides,  a  Participant  may  be  granted a new Option to purchase a number of
shares of Stock equal to the number of previously owned shares of Stock tendered
in  payment  of  the  Exercise  Price (as defined below) for each share of Stock
purchased  pursuant  to  the  terms  of  the  Stock  Incentive  Agreement.

          (b)     Each  Stock  Incentive shall be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the  Committee  may  determine  is  appropriate.  Each Stock Incentive Agreement
shall be subject to the terms of the Plan and any provision in a Stock Incentive
Agreement  that  is  inconsistent  with  the  Plan  shall  be  null  and  void.

          (c)     The  date  a  Stock  Incentive is granted shall be the date on
which the Committee has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of  shares  covered  by  the Stock Incentive and has taken all such other action
necessary  to  complete  the  grant  of  the  Stock  Incentive.

          (d)     The Committee may provide in any Stock Incentive Agreement (or
subsequent  to  the  award  of  a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the
Stock Incentive shall or may be cashed out on the basis of any price not greater


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than  the highest price paid for a share of Stock in any transaction reported by
any  market or system selected by the Committee on which the shares of Stock are
then  actively  traded  during  a  specified  period  immediately  preceding  or
including  the  date of the Change in Control or offered for a share of Stock in
any  tender  offer  occurring during a specified period immediately preceding or
including  the  date the tender offer commences; provided that, in no case shall
any  such  specified  period  exceed  three  (3)  months (the "Change in Control
Price").  For  purposes  of  this Subsection, Options shall be cashed out on the
basis  of  the excess, if any, of the Change in Control Price (but not more than
the  Fair  Market  Value of the Stock on the date of the cash-out in the case of
Incentive  Stock  Options)  over  the  Exercise  Price with or without regard to
whether  the  Option  may  otherwise  be  exercisable  only  in  part.

          (e)     Any  Stock  Incentive may be granted in connection with all or
any  portion  of  a  previously  or  contemporaneously  granted Stock Incentive.
Exercise  or  vesting  of  a  Stock Incentive granted in connection with another
Stock  Incentive  may  result  in  a  pro  rata surrender or cancellation of any
related  Stock  Incentive,  as  specified  in  the  applicable  Stock  Incentive
Agreement.

          (f)     Stock  Incentives  shall  not  be  transferable  or assignable
except  by  will  or  by  the  laws  of  descent  and  distribution and shall be
exercisable,  during the Participant's lifetime, only by the Participant; in the
event  of  the Disability of the Participant, by the legal representative of the
Participant;  or  in  the event of the death of the Participant, by the personal
representative  of the Participant's estate or if no personal representative has
been  appointed, by the successor in interest determined under the Participant's
will.

          (g)     No  Stock  Incentive shall have a term that extends beyond the
tenth  anniversary  of  the  date  the  Stock  Incentive  was  granted.

     3.2     Terms  and  Conditions  of  Options.  Each Option granted under the
             -----------------------------------
Plan  shall be evidenced by a Stock Incentive Agreement.  At the time any Option
is  granted,  the  Committee  shall  determine  whether  the  Option is to be an
Incentive  Stock Option or a Non-Qualified Stock Option, and the Option shall be
clearly  identified  as  to  its  status  as  an  Incentive  Stock  Option  or a
Non-Qualified  Stock  Option.  At  the  time  any  Incentive  Stock  Option  is
exercised,  the  Company shall be entitled to place a legend on the certificates
representing  the  shares  of  Stock purchased pursuant to the Option to clearly
identify  them  as shares of Stock purchased upon exercise of an Incentive Stock
Option.  An  Incentive  Stock  Option  may only be granted within ten (10) years
from  the  earlier  of the date the Plan is adopted by the Board of Directors or
approved  by  the  Company's  stockholders.

          (a)     Option  Price.   Subject  to  adjustment  in  accordance  with
                  -------------
Section  5.2  and  the  other provisions of this Section 3.2, the exercise price
(the  "Exercise Price") per share of Stock purchasable under any Option shall be
as  set forth in the applicable Stock Incentive Agreement.  With respect to each
grant of an Incentive Stock Option to a Participant who is not an Over 10% Owner
or  to  each  grant  of  any  Option  to  a  Participant  who is then a "covered


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employee,"  within  the  meaning  of Code Section 162(m), the Exercise Price per
share  shall  not  be  less than the Fair Market Value on the date the Option is
granted.  With  respect  to  each  grant  of  an  Incentive  Stock  Option  to a
Participant  who is an Over 10% Owner, the Exercise Price shall not be less than
110%  of  the Fair Market Value on the date the Option is granted.  With respect
to  each  grant  of  a  Non-Qualified Stock Option, the Exercise Price per share
shall  be  no  less  than  85%  of  the  Fair  Market  Value.

          (b)     Option  Term.  The  term of an Option shall be as specified in
                  ------------
the  applicable  Stock Incentive Agreement; provided, however that any Incentive
Stock  Option granted to a Participant who is not an Over 10% Owner shall not be
exercisable  after the expiration of ten (10) years after the date the Option is
granted and any Incentive Stock Option granted to an Over 10% Owner shall not be
exercisable  after the expiration of five (5) years after the date the Option is
granted.

          (c)     Payment.  Payment  for  all shares of Stock purchased pursuant
                  -------
to  the  exercise of an Option shall be made in any form or manner authorized by
the  Committee  in  the  Stock  Incentive  Agreement  or  by  amendment thereto,
including,  but  not  limited  to,  cash  or,  if  the Stock Incentive Agreement
provides,  (1)  by  delivery to the Company of a number of shares of Stock which
have  been  owned by the holder for at least six (6) months prior to the date of
exercise  having  an aggregate Fair Market Value of not less than the product of
the Exercise Price multiplied by the number of shares the Participant intends to
purchase  upon exercise of the Option on the date of delivery; (2) in a cashless
exercise  through  a  broker;  or  (3)  by  having  a  number of shares of Stock
withheld,  the  Fair  Market  Value  of  which  as  of  the  date of exercise is
sufficient  to  satisfy  the  Exercise Price.   In its discretion, the Committee
also  may  authorize  (at  the  time an Option is granted or thereafter) Company
financing  to assist the Participant as to payment of the Exercise Price on such
terms  as  may  be offered by the Committee in its discretion.  Payment shall be
made at the time that the Option or any part thereof is exercised, and no shares
shall  be  issued or delivered upon exercise of an Option until full payment has
been made by the Participant.  The holder of an Option, as such, shall have none
of  the  rights  of  a  stockholder.

          (d)     Conditions  to the Exercise of an Option.  Each Option granted
                  ----------------------------------------
under  the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence  of such event or events, and in such amounts, as the Committee shall
specify  in the Stock Incentive Agreement; provided, however, that subsequent to
the  grant  of an Option, the Committee, at any time before complete termination
of  such  Option,  may  accelerate the time or times at which such Option may be
exercised  in  whole or in part, including, without limitation, upon a Change in
Control  and  may  permit  the  Participant  or  any  other designated person to
exercise  the  Option,  or any portion thereof, for all or part of the remaining
Option  term  notwithstanding  any provision of the Stock Incentive Agreement to
the  contrary.

          (e)     Termination  of  Incentive  Stock  Option.  With respect to an
                  -----------------------------------------
Incentive  Stock  Option,  in  the  event  of  the  Termination  of Service of a
Participant,  the  Option  or  portion  thereof held by the Participant which is
unexercised  shall expire, terminate, and become unexercisable no later than the
expiration  of  three  (3)  months  after  the  date  of Termination of Service;
provided,  however, that in the case of a holder whose Termination of Service is
due to death or Disability, one (1) year shall be substituted for such three (3)
month  period.  For  purposes  of this Subsection (e), Termination of Service of
the  Participant  shall  not  be  deemed  to have occurred if the Participant is


                                        8
<PAGE>
employed  by  another corporation (or a parent or subsidiary corporation of such
other  corporation)  which  has  assumed  the  Incentive  Stock  Option  of  the
Participant  in  a  transaction  to  which  Code  Section  424(a) is applicable.

          (f)     Special  Provisions  for  Certain  Substitute  Options.
                  ------------------------------------------------------
Notwithstanding  anything to the contrary in this Section 3.2, any Option issued
in  substitution  for  an  option  previously  issued  by  another entity, which
substitution  occurs  in  connection  with  a  transaction to which Code Section
424(a)  is  applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms  and  conditions  as  the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the  applicable  vesting  and  termination provisions) as those contained in the
previously  issued  option  being  replaced  thereby.

     3.3     Treatment  of  Awards  Upon  Termination  of  Service.  Except  as
             -----------------------------------------------------
otherwise  provided  by  Plan  Section  3.2(e),  any  award under this Plan to a
Participant  who suffers a Termination of Service may be cancelled, accelerated,
paid  or  continued,  as  provided  in  the Stock Incentive Agreement or, in the
absence  of  such provision, as the Committee may determine.  The portion of any
award  exercisable in the event of continuation or the amount of any payment due
under  a  continued  award  may  be  adjusted  by  the  Committee to reflect the
Participant's  period  of service from the date of grant through the date of the
Participant's  Termination  of  Service  or  such other factors as the Committee
determines  are  relevant  to  its  decision  to  continue  the  award.

                        SECTION 4  RESTRICTIONS ON STOCK

     4.1     Escrow  of  Shares.  Any  certificates  representing  the shares of
             ------------------
Stock  issued  under the Plan shall be issued in the Participant's name, but, if
the  Stock Incentive Agreement so provides, the shares of Stock shall be held by
a  custodian  designated  by  the  Committee (the "Custodian").  Each applicable
Stock  Incentive  Agreement  providing  for  transfer  of shares of Stock to the
Custodian  shall  appoint  the  Custodian  as  the  attorney-in-fact  for  the
Participant  for the term specified in the applicable Stock Incentive Agreement,
with  full  power  and  authority  in the Participant's name, place and stead to
transfer,  assign  and  convey  to  the  Company any shares of Stock held by the
Custodian for such Participant, if the Participant forfeits the shares under the
terms  of  the applicable Stock Incentive Agreement.  During the period that the
Custodian  holds  the  shares  subject to this Section, the Participant shall be
entitled  to  all  rights,  except as provided in the applicable Stock Incentive
Agreement, applicable to shares of Stock not so held.  Any dividends declared on
shares of Stock held by the Custodian shall, as the Committee may provide in the
applicable Stock Incentive Agreement, be paid directly to the Participant or, in
the  alternative,  be retained by the Custodian until the expiration of the term
specified  in  the  applicable  Stock  Incentive  Agreement  and  shall  then be
delivered,  together  with  any  proceeds,  with  the  shares  of  Stock  to the
Participant  or  to  the  Company,  as  applicable.

     4.2     Restrictions on Transfer.  The Participant shall not have the right
             ------------------------
to  make  or  permit  to  exist  any  Disposition  of the shares of Stock issued
pursuant  to  the  Plan  except  as provided in the Plan or the applicable Stock
Incentive  Agreement.  Any  Disposition  of the shares of Stock issued under the


                                        9
<PAGE>
Plan  by  the Participant not made in accordance with the Plan or the applicable
Stock  Incentive  Agreement  shall be void.  The Company shall not recognize, or
have the duty to recognize, any Disposition not made in accordance with the Plan
and  the  applicable  Stock  Incentive  Agreement, and the shares so transferred
shall  continue  to  be  bound  by  the  Plan and the applicable Stock Incentive
Agreement.

                          SECTION 5  GENERAL PROVISIONS

     5.1     Withholding.  The  Company shall deduct from all cash distributions
             -----------
under  the  Plan  any  taxes  required to be withheld by federal, state or local
government.  Whenever  the  Company proposes or is required to issue or transfer
shares  of Stock under the Plan, the Company shall have the right to require the
recipient  to  remit to the Company an amount sufficient to satisfy any federal,
state  and  local  withholding  tax  requirements  prior  to the delivery of any
certificate  or  certificates  for  such  shares.  A  Participant  may  pay  the
withholding  tax  in cash, by tendering shares of Stock which have been owned by
the  holder for at least six (6) months prior to the date of exercise or, if the
applicable  Stock  Incentive Agreement provides, a Participant may elect to have
the number of shares of Stock he is to receive reduced by the smallest number of
whole  shares  of  Stock  which, when multiplied by the Fair Market Value of the
shares  of Stock determined as of the Tax Date (defined below), is sufficient to
satisfy  federal,  state  and  local,  if  any,  withholding  taxes arising from
exercise  or  payment  of  a  Stock  Incentive  (a  "Withholding  Election").  A
Participant  may  make  a  Withholding  Election  only  if both of the following
conditions  are  met:

          (a)     The  Withholding Election must be made on or prior to the date
on  which  the  amount  of  tax  required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding  Election  as  prescribed  by  the  Committee;  and

          (b)     Any  Withholding  Election  made will be irrevocable; however,
the  Committee may, in its sole discretion, disapprove and give no effect to the
Withholding  Election.

     5.2     Changes  in  Capitalization;  Merger;  Liquidation.
             --------------------------------------------------

          (a)      The  number  of  shares  of  Stock  reserved for the grant of
Options  and  the  number  of  shares  of  Stock  reserved for issuance upon the
exercise or payment, as applicable, of each outstanding Option, and the Exercise
Price  of  each  outstanding  Option  shall  be proportionately adjusted for any
increase  or  decrease  in the number of issued shares of Stock resulting from a
subdivision  or  combination  of  shares  or  the  payment  of an ordinary stock
dividend  in  shares  of  Stock to holders of outstanding shares of Stock or any
other increase or decrease in the number of shares of Stock outstanding effected
without  receipt  of  consideration  by  the  Company.

          (b)     In  the  event  of  any  merger,  consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure  of  the Company or its Stock or tender offer for shares of Stock, the
Committee,  in  its  sole  discretion, may make such adjustments with respect to
awards  and  take  such  other  action  as  it deems necessary or appropriate to
reflect or in anticipation of such merger, consolidation, extraordinary dividend
(including  a  spin-off), reorganization, other change in corporate structure or


                                       10
<PAGE>
tender offer, including, without limitation, the substitution of new awards, the
termination  or  adjustment of outstanding awards, the acceleration of awards or
the removal of restrictions on outstanding awards, all as may be provided in the
applicable  Stock Incentive Agreement or, if not expressly addressed therein, as
the  Committee  subsequently  may  determine  in  the  event of any such merger,
consolidation,  extraordinary dividend (including a spin-off), reorganization or
other  change  in  the corporate structure of the Company or its Stock or tender
offer  for  shares  of  Stock.  Any  adjustment pursuant to this Section 5.2 may
provide,  in  the  Committee's  discretion,  for the elimination without payment
therefor  of  any  fractional  shares that might otherwise become subject to any
Stock  Incentive.

          (c)     The  existence  of  the  Plan and the Stock Incentives granted
pursuant  to  the  Plan  shall  not  affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other  change  in its capital or business structure, any merger or consolidation
of  the  Company,  any  issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of  the  Company,  any  sale  or  transfer of all or any part of its business or
assets,  or  any  other  corporate  act  or  proceeding.

     5.3     Cash Awards.  The Committee may, at any time and in its discretion,
             -----------
grant to any holder of a Stock Incentive the right to receive, at such times and
in  such amounts as determined by the Committee in its discretion, a cash amount
which  is intended to reimburse such person for all or a portion of the federal,
state  and  local  income taxes imposed upon such person as a consequence of the
receipt  of  the  Stock  Incentive  or  the  exercise  of  rights  thereunder.

     5.4     Compliance  with  Code.  All  Incentive Stock Options to be granted
             ----------------------
hereunder  are  intended  to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such  manner  as  to  effectuate  that  intent.

     5.5     Right  to  Terminate  Service.  Nothing in the Plan or in any Stock
             -----------------------------
Incentive  Agreement  shall confer upon any Participant the right to continue as
an  officer,  employee,  director or organizer of the Company or an affiliate or
affect  the  right of the Company or an affiliate to terminate the Participant's
service  at  any  time.

     5.6     Restrictions  on  Delivery and Sale of Shares; Legends.  Each Stock
             ------------------------------------------------------
Incentive  is subject to the condition that if at any time the Committee, in its
discretion,  shall  determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any  state  or  federal  law  is  necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of  shares  thereunder, the delivery of any or all shares pursuant to such Stock
Incentive  may  be  withheld  unless  and  until  such  listing, registration or
qualification  shall  have been effected.  If a registration statement is not in
effect  under the Securities Act of 1933 or any applicable state securities laws
with  respect  to the shares of Stock purchasable or otherwise deliverable under
Stock  Incentives then outstanding, the Committee may require, as a condition of


                                       11
<PAGE>
exercise of any Option or as a condition to any other delivery of Stock pursuant
to  a  Stock  Incentive,  that  the  Participant  or  other recipient of a Stock
Incentive  represent, in writing, that the shares received pursuant to the Stock
Incentive  are being acquired for investment and not with a view to distribution
and  agree  that  the  shares  will  not  be  disposed  of except pursuant to an
effective  registration  statement,  unless  the  Company shall have received an
opinion  of  counsel that such disposition is exempt from such requirement under
the  Securities  Act  of  1933  and  any  applicable state securities laws.  The
Company  may include on certificates representing shares delivered pursuant to a
Stock  Incentive  such  legends  referring  to  the foregoing representations or
restrictions  or  any other applicable restrictions on resale as the Company, in
its  discretion,  shall  deem  appropriate.

     5.7     Non-alienation  of  Benefits.  Other  than as specifically provided
             ----------------------------
with  regard  to  the death of a Participant, no benefit under the Plan shall be
subject  in  any manner to anticipation, alienation, sale, transfer, assignment,
pledge,  encumbrance or charge; and any attempt to do so shall be void.  No such
benefit  shall, prior to receipt by the Participant, be in any manner liable for
or  subject  to  the  debts, contracts, liabilities, engagements or torts of the
Participant.

     5.8     Termination  and  Amendment of the Plan.  The Board of Directors at
             ---------------------------------------
any time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of  stockholders  of the Company if such approval is necessary or advisable with
respect  to  tax,  securities  or other applicable laws.  No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect  the  rights  of  the  Participant  under  such  Stock  Incentive.

     5.9     Choice  of  Law.  The laws of the State of Georgia shall govern the
             ---------------
Plan,  to  the  extent  not  preempted  by  federal  law.


                         [Signatures on Following Page]


                                       12
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Plan to be executed as of
this  14th  day  of  July,  2000.



                               NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.

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

                               Title:  President and Chief Executive Officer
                                    -----------------------------------------

ATTEST:

/s/  Thomas A. Kinnamon
-----------------------
Secretary

     [SEAL]


                                       13
<PAGE>
                          INCENTIVE STOCK OPTION AWARD
        PURSUANT TO THE NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN

     THIS  AWARD  is  made  as  of  the  Grant  Date  by NORTH GEORGIA COMMUNITY
FINANCIAL  PARTNERS,  INC.  (the  "Company")  to _____________ (the "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to  Optionee  an  incentive  stock option (the "Option"), as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:  July  14,  2000.

     B.   Type  of  Option:  Incentive  Stock  Option.

     C.   Plan  under which granted: North Georgia Community Financial Partners,
          Inc.  2000  Stock  Incentive  Plan.

     D.   Option  Shares:  All  or  any  part  of  _______________ shares of the
          Company's  no par value common stock, (the "Common Stock"), subject to
          adjustment  as  provided  in  the  attached  Terms  and  Conditions.

     E.   Exercise Price: $12.00 per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.  The  Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of  a  share  of  Common Stock on the Grant Date or, in the case of an
          Over 10% Owner, not less than 110% of the Fair Market Value of a share
          of  Common  Stock  on  the  Grant  Date.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earlier  of (a) the tenth (10th) anniversary of the Grant Date (unless
          the  Optionee  is  an  Over  10%  Owner, in which case the fifth (5th)
          anniversary  of  the  Grant  Date); (b) ninety (90) days following the
          date  the  Optionee ceases to be an employee of the Company (including
          any  Parent  or  Subsidiary)  for  any  reason  other  than  death  or
          Disability; or (c) one (1) year following the date the Optionee ceases
          to  be an employee of the Company (including any Parent or Subsidiary)
          due  to death or Disability, provided that the Option may be exercised
          as  to  no  more than the vested Option Shares, determined pursuant to
          the  Vesting  Schedule.  Note that other limitations to exercising the
          Option,  as described in the attached Terms and Conditions, may apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto.

     IN  WITNESS  WHEREOF,  the Company has executed and sealed this Award as of
the  Grant  Date  set  forth  above.

                                   NORTH  GEORGIA  COMMUNITY
                                   FINANCIAL  PARTNERS,  INC.


                                   By: __________________________

                                   Title: _______________________


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                          INCENTIVE STOCK OPTION AWARD
                          ----------------------------
        PURSUANT TO THE NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award made pursuant to the North Georgia Community Financial Partners, Inc.
2000  Stock  Incentive  Plan:

          (a)  the Option may be exercised with respect to all or any portion of
     the  vested  Option  Shares  at  any  time  during the Option Period by the
     delivery  to  the Company, at its principal place of business, of a written
     notice  of exercise in substantially the form attached hereto as Exhibit 1,
     which  shall  be  actually  delivered to the Company no earlier than thirty
     (30)  days  and  no  later  than ten (10) days prior to the date upon which
     Optionee  desires  to  exercise  all  or  any  portion  of  the Option; and

          (b)  payment  to  the  Company of the Exercise Price multiplied by the
     number  of Option Shares being purchased (the "Purchase Price") as provided
     in  Section  2.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price,  the  Company  shall  cause  to  be issued a certificate representing the
Option  Shares  purchased.

     2.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
purchased  pursuant  to  the  exercise  of  an  Option  shall be made in cash or
certified  check  or,  alternatively,  as  follows:

          (a)  by  delivery to the Company of a number of shares of Common Stock
     which  have been owned by the Optionee for at least six (6) months prior to
     the date of the Option's exercise having an aggregate fair market value, as
     determined  under  the  Plan,  on  the date of exercise either equal to the
     Purchase  Price  or  in combination with cash or a certified check to equal
     the  Purchase  Price;  or

          (b) if and when the Common Stock becomes traded by brokers, whether on
     a  national  securities  exchange  or otherwise, by receipt of the Purchase
     Price  in  cash  from  a  broker,  dealer or other "creditor" as defined by
     Regulation T issued by the Board of Governors of the Federal Reserve System
     following  delivery  by  the Optionee to the Committee of instructions in a
     form  acceptable to the Committee regarding delivery to such broker, dealer
     or other creditor of that number of Option Shares with respect to which the
     Option  is  exercised.

     3.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The Company shall make no adjustment for any dividends or
distribu-tions or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan  or  the  attached  Award  otherwise  provides.


                                        2
<PAGE>
     4.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     5.     Changes  in  Capitalization.
            ---------------------------

          (a)  If  the  number  of  shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt of consideration by the Company, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and  in  the  Exercise  Price.

          (b) If the Company shall be the surviving corporation in any merger or
     consolidation,  recapitalization,  reclassification  of  shares  or similar
     reorganization,  the  Optionee shall be entitled to purchase the number and
     class  of  securities  to  which a holder of the number of shares of Common
     Stock  subject to the Option at the time of the transaction would have been
     entitled  to  receive  as a result of such transaction, and a corresponding
     adjustment,  where appropriate, shall be made in the Exercise Price. In the
     event  of  a  Change  in Control or other corporate transaction pursuant to
     which  the  Company  is not the surviving entity, the Committee may provide
     for  the  assumption  of  the  Option  by  the  surviving  entity  or  the
     substitution  of  a  new  option,  adjusted  in  a  manner  similar to that
     contemplated  by  the  immediately  preceding  sentence;  however,  if  the
     surviving  entity  does  not  agree  to the substitution of the Option, the
     Committee may elect to terminate the Option Period as of the effective date
     of the Change in Control in consideration of the payment to the Optionee of
     the  sum  of the difference between the then aggregate Fair Market Value of
     the  Common  Stock  and the aggregate Exercise Price for each vested Option
     Share  which  has not been exercised as of the effective date of the Change
     in  Control.  A  dissolution  or liquidation of the Company shall cause the
     Option  to  terminate  as  to  any  portion thereof not exercised as of the
     effective  date  of  the  dissolution  or  liquidation.

          (c)  The existence of the Plan and the Option granted pursuant to this
     Agreement  shall not affect in any way the right or power of the Company to
     make or authorize any adjustment, reclassification, reorganization or other
     change in its capital or business structure, any merger or consolidation of
     the  Company,  any issue of debt or equity securities having preferences or
     priorities as to the Common Stock or the rights thereof, the dissolution or
     liquidation  of the Company, any sale or transfer of all or any part of its
     business  or  assets,  or  any  other  corporate  act  or  proceeding.  Any
     adjustment  pursuant  to  this  Section  may  provide,  in  the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     6.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a  registration  statement  with  the  United  States  Securities  and  Exchange


                                        3
<PAGE>
Commission  or  with  the securities commission of any state.  If a registration
statement  is  not  in effect under the Securities Act of 1933 or any applicable
state  securities  law  with  respect  to  shares of Common Stock purchasable or
otherwise  deliverable  under  the Option, the Optionee (a) shall deliver to the
Company,  prior  to the exercise of the Option or as a condition to the delivery
of  Common  Stock  pursuant  to  the  exercise  of  an  Option  exercise,  such
information,  representations  and  warranties  as  the  Company  may reasonably
request  in  order  for the Company to be able to satisfy itself that the Option
Shares  are  being  acquired  in  accordance  with  the  terms  of an applicable
exemption  from  the  securities registration requirements of applicable federal
and state securities laws and (b) shall agree that the shares of Common Stock so
acquired  will  not  be disposed of except pursuant to an effective registration
statement,  unless  the  Company  shall have received an opinion of counsel that
such  disposition  is  exempt  from such requirement under the Securities Act of
1933  and  any  applicable  state  securities  law.

     7.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     8.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Georgia.

     9.     Successors.  This  Award  and  the  Terms  and  Conditions  shall be
            ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors  and  permitted  assigns  of  the  Optionee  and  the  Company.

     10.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may
designate  any  other address to which notices shall be sent by giving notice of
the  address  to  the  other  parties  in  the  same  manner as provided herein.

     11.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision  or  portion  thereof  had  never  been  contained  herein.

     12.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.

     13.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     14.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,


                                        4
<PAGE>
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed  to  them  in  the  Plan.

     15.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     16.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee  the  right  to continued employment with the Company or any affiliate.

     17.     Qualified  Status of Option.  In accordance with Section 2.4 of the
             ---------------------------
Plan,  the  aggregate  Fair Market Value (determined as of the date an Incentive
Stock  Option  is granted) of the Option Shares which become exercisable for the
first  time by an individual during any calendar year shall not exceed $100,000.
If  the  foregoing  limitation  is  exceeded  with respect to any portion of the
Option  Shares,  that portion of the Option Shares which cause the limitation to
be  exceeded  shall  be  treated  as granted under a Non-Qualified Stock Option.


                                        5
<PAGE>
                                    EXHIBIT 1
                                    ---------

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.



                                    Name _____________________________

                                    Address __________________________

                                    __________________________________

                                    Date _____________________________


North Georgia Community Financial Partners, Inc.
350 West Belmont Drive
Calhoun, Georgia 30701
Attn: Corporate Secretary

Re:  Exercise  of  Incentive  Stock  Option

Gentlemen:

     Subject to acceptance hereof by North Georgia Community Financial Partners,
Inc.  (the  "Company")  and  pursuant  to  the  provisions  of the North Georgia
Community  Financial  Partners,  Inc.  2000 Stock Incentive Plan (the "Plan"), I
hereby  give notice of my election to exercise options granted to me to purchase
______________  shares  of Common Stock of the Company under the Incentive Stock
Option  Award  (the  "Award") dated as of ____________.  The purchase shall take
place  as  of  __________,  200__  (the  "Exercise  Date").


     On or before the Exercise Date, I will pay the applicable purchase price as
follows:

          [ ]  by  delivery of cash or a certified check for $___________ for
               the  full  purchase  price  payable to the order of North Georgia
               Community  Financial  Partners,  Inc.

          [ ]  by  delivery  of  cash  or  a certified check for $___________
               representing  a portion of the purchase price with the balance to
               consist  of shares of Common Stock that I have owned for at least
               six months and that are represented by a stock certificate I will
               surrender  to  the  Company with my endorsement. If the number of
               shares  of  Common  Stock  represented  by such stock certificate
               exceed  the  number  to  be applied against the purchase price, I
               understand  that  a  new  stock  certificate will be issued to me
               reflecting  the  excess  number  of  shares.


                            Exhibit 1 - Page 1 of 4
<PAGE>
          [ ]  by  delivery  of  a  stock  certificate representing shares of
               Common  Stock  that  I have owned for at least six months which I
               will  surrender  to the Company with my endorsement as payment of
               the  purchase  price.  If  the  number  of shares of Common Stock
               represented  by  such certificate exceed the number to be applied
               against  the  purchase price, I understand that a new certificate
               will  be  issued  to  me  reflecting the excess number of shares.

          [ ] by delivery of the purchase price by _________________________,
               a  broker,  dealer or other "creditor" as defined by Regulation T
               issued by the Board of Governors of the Federal Reserve System. I
               hereby authorize the Company to issue a stock certificate for the
               number  of  shares  indicated  above  in the name of said broker,
               dealer  or other creditor or its nominee pursuant to instructions
               received  by  the  Company  and to deliver said stock certificate
               directly  to  that  broker,  dealer or other creditor (or to such
               other party specified in the instructions received by the Company
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.


     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Company
as  follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Company;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;

     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;


                            Exhibit 1 - Page 2 of 4
<PAGE>
     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Company  of compliance with the applicable
     securities  laws  of  other jurisdictions. The Company shall be entitled to
     rely  upon  an  opinion  of  counsel  satisfactory  to  it  with respect to
     compliance  with  the  above  laws;

     The  Company will be under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine sales of securities of the Company under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become  available. The Company is under no obligation to act in
     any  manner  so  as  to  make Rule 144 available with respect to the Common
     Stock;

     I  have  and  have had complete access to and the opportunity to review and
     make  copies  of  all  material  documents  related  to the business of the
     Company,  including,  but  not limited to, contracts, financial statements,
     tax  returns,  leases,  deeds  and other books and records. I have examined
     such  of  these documents as I wished and am familiar with the business and
     affairs  of the Company. I realize that the purchase of the Common Stock is
     a  speculative  investment  and  that  any  possible  profit  therefrom  is
     uncertain;

     I have had the opportunity to ask questions of and receive answers from the
     Company  and  any  person  acting  on its behalf and to obtain all material
     information  reasonably  available  with  respect  to  the  Company and its
     affairs.  I  have  received  all  information  and data with respect to the
     Company  which  I  have  requested  and  which  I  have  deemed relevant in
     connection  with the evaluation of the merits and risks of my investment in
     the  Company;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to and apply to all of the Common Stock of the Company issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements, representa-tions, warranties and covenants made herein shall be
     true  and  correct  at  that  time.


                            Exhibit 1 - Page 3 of 4
<PAGE>
     I  understand that the certificates representing the shares being purchased
by  me  in  accordance  with  this  notice  shall bear a legend referring to the
foregoing  covenants,  representations  and  warranties  and  restrictions  on
transfer,  and  I  agree  that  a  legend  to  that  effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired  by  me  in  accordance  with  this  notice.  I further understand that
capitalized  terms used in this Notice of Exercise without definition shall have
the  meanings  given  to  them  in  the  Plan.


     Very  truly  yours,


     ______________________________


AGREED  TO  AND  ACCEPTED:

NORTH  GEORGIA  COMMUNITY  FINANCIAL  PARTNERS,  INC.


By: _______________________________

Title: ____________________________

Number of Shares
Exercised: ________________________

Number of Shares
Remaining: ________________________  Date: ____________________________


                            Exhibit 1 - Page 4 of 4
<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                          INCENTIVE STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN


A.   The Option Shares shall become vested Option Shares following completion of
     the  years  of  service  as  an  employee  of  the Company or any Parent or
     Subsidiary  as  indicated  in  the  schedule  below.


          Percentage of Option Shares             Years  of  Service
          Which  are  Vested  Shares           after  the  Grant  Date
          --------------------------           -----------------------

                  20%                                      1
                  40%                                      2
                  60%                                      3
                  80%                                      4
                 100%                                      5


B.   Notwithstanding  the  foregoing  Vesting  Schedule,  the Option will become
     fully  vested  upon  the  occurrence  of  a  Change  in  Control.

C.   For  purposes  of the Vesting Schedule, Optionee shall be granted a year of
     service  for  each twelve-consecutive-month period following the Grant Date
     and  during  which  Optionee continues, at all times, as an employee of the
     Company  or  any  Parent  or  Subsidiary.


                            Schedule 1 - Page 1 of 1
<PAGE>
                         NONQUALIFIED STOCK OPTION AWARD
                   PURSUANT TO THE NORTH GEORGIA NATIONAL BANK
                            1999 STOCK INCENTIVE PLAN

     THIS AWARD is made as of the Grant Date by NORTH GEORGIA NATIONAL BANK (the
"Bank")  to  ______________________  (the  "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Bank hereby awards as of the Grant Date to
Optionee  a  nonqualified  stock  option  (the "Option"), as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:  _________________________,  199_.

     B.   Type  of  Option:  Nonqualified  Stock  Option.

     C.   Plan  under  which  granted:  North  Georgia  National Bank 1999 Stock
          Incentive  Plan.

     D.   Option Shares: All or any part of _______________ shares of the Bank's
          common  stock, $5.00 par value per share (the "Common Stock"), subject
          to  adjustment  as  provided  in  the  attached  Terms and Conditions.

     E.   Exercise Price: $________ per share, subject to adjustment as provided
          in  the  attached  Terms  and  Conditions.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earlier  of (a) the tenth (10th) anniversary of the Grant Date; or (b)
          90  days  following  the date the Optionee ceases to be an employee of
          the  Bank  (including  any affiliate); provided that the Option may be
          exercised  as  to  no  more  than the vested Option Shares, determined
          pursuant  to  the  Vesting  Schedule.  Note  that other limitations to
          exercising  the  Option,  as  described  in  the  attached  Terms  and
          Conditions,  may  apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto.

     IN  WITNESS  WHEREOF, the Bank has executed and sealed this Award as of the
Grant  Date  set  forth  above.

                                   NORTH  GEORGIA  NATIONAL  BANK


                                   By: _______________________________

                                   Title: ____________________________

<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                         NONQUALIFIED STOCK OPTION AWARD
                         -------------------------------
                   PURSUANT TO THE NORTH GEORGIA NATIONAL BANK
                            1999 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award made pursuant to the North Georgia National Bank 1999 Stock Incentive
Plan:

          (a)  the Option may be exercised with respect to all or any portion of
     the  vested  Option  Shares  at  any  time  during the Option Period by the
     delivery  to  the  Bank,  at  its principal place of business, of a written
     notice  of exercise in substantially the form attached hereto as Exhibit 1,
     which  shall  be actually delivered to the Bank no earlier than thirty (30)
     days  and no later than ten (10) days prior to the date upon which Optionee
     desires  to  exercise  all  or  any  portion  of  the  Option;  and

          (b) payment to the Bank of the Exercise Price multiplied by the number
     of  Option  Shares  being  purchased  (the "Purchase Price") as provided in
     Section  2.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price  and  tax  withholding  liability,  the  Bank  shall  cause to be issued a
certificate  representing  the  Option  Shares  purchased.

     2.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
purchased  pursuant  to  the  exercise  of  an  Option  shall be made in cash or
certified  check  or,  alternatively,  as  follows:

          (a)  by  delivery  to  the  Bank of a number of shares of Common Stock
     which  have been owned by the Optionee for at least six (6) months prior to
     the date of the Option's exercise having an aggregate fair market value, as
     determined  under  the  Plan,  on  the date of exercise either equal to the
     Purchase  Price  or  in combination with cash or a certified check to equal
     the  Purchase  Price;  or

          (b) if and when the Common Stock becomes traded by brokers, whether on
     a  national  securities  exchange  or otherwise, by receipt of the Purchase
     Price  in  cash  from  a  broker,  dealer or other "creditor" as defined by
     Regulation T issued by the Board of Governors of the Federal Reserve System
     following  delivery  by  the Optionee to the Committee of instructions in a
     form  acceptable to the Committee regarding delivery to such broker, dealer
     or other creditor of that number of Option Shares with respect to which the
     Option  is  exercised.

     3.     Withholding.  The Optionee must satisfy any federal, state and local
            -----------
withholding  taxes  imposed  by  reason  of the exercise of the Option either by
paying  to  the  Bank  the full amount of the withholding obligation in cash; by
tendering  shares  of  Common Stock which have been owned by the Optionee for at
least  six  (6)  months prior to the date of exercise having a Fair Market Value
equal  to the withholding obligation; by electing, irrevocably and in writing in
substantially  the form attached hereto as Exhibit 2 (a "Withholding Election"),


                                        2
<PAGE>
to  have  the  actual  number  of  shares of Common Stock issuable upon exercise
reduced  by  the  smallest  number  of  whole shares of Common Stock which, when
multiplied  by  the  Fair  Market  Value  of the Common Stock as of the date the
Option is exercised, is sufficient to satisfy the amount of the withholding tax;
or  by  any  combination  of  the  above.  The  Optionee  may make a Withholding
Election  only  if  the  following  conditions  are  met:

          (a)  the Withholding Election is made on or prior to the date on which
     the  amount  of  tax required to be withheld is determined by executing and
     delivering  to  the  Bank  a  properly  completed Withholding Election; and

          (b)  any  Withholding  Election made will be irrevocable; however, the
     Committee may, in its sole discretion, disapprove and give no effect to any
     Withholding  Election.

     4.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The  Bank  shall  make no adjustment for any dividends or
distribu-tions or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan  or  the  attached  Award  otherwise  provides.

     5.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     6.     Changes  in  Capitalization.
            ---------------------------

          (a)  If  the  number  of  shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt  of  consideration  by the Bank, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and  in  the  Exercise  Price.

          (b)  If  the  Bank shall be the surviving corporation in any merger or
     consolidation,  recapitalization,  reclassification  of  shares  or similar
     reorganization,  the  Optionee shall be entitled to purchase the number and
     class  of  securities  to  which a holder of the number of shares of Common
     Stock  subject to the Option at the time of the transaction would have been
     entitled  to  receive  as a result of such transaction, and a corresponding
     adjustment,  where appropriate, shall be made in the Exercise Price. In the
     event  of  a  Change  in Control or other corporate transaction pursuant to
     which  the  Bank is not the surviving entity, the Committee may provide for
     the assumption of the Option by the surviving entity or the substitution of
     a  new  option,  adjusted  in  a manner similar to that contemplated by the
     immediately  preceding  sentence; however, if the surviving entity does not
     agree  to  the  substitution  of  the  Option,  the  Committee may elect to
     terminate  the  Option  Period  as  of  the effective date of the Change in
     Control  in  consideration of the payment to the Optionee of the sum of the
     difference between the then aggregate Fair Market Value of the Common Stock
     and the aggregate Exercise Price for each vested Option Share which has not


                                        3
<PAGE>
     been  exercised  as  of  the  effective  date  of  the Change in Control. A
     dissolution  or liquidation of the Bank shall cause the Option to terminate
     as  to  any  portion  thereof not exercised as of the effective date of the
     dissolution  or  liquidation.

          (c)  The existence of the Plan and the Option granted pursuant to this
     Agreement  shall  not  affect  in any way the right or power of the Bank to
     make or authorize any adjustment, reclassification, reorganization or other
     change in its capital or business structure, any merger or consolidation of
     the  Bank,  any  issue  of  debt or equity securities having preferences or
     priorities as to the Common Stock or the rights thereof, the dissolution or
     liquidation  of  the  Bank,  any sale or transfer of all or any part of its
     business  or  assets,  or  any  other  corporate  act  or  proceeding.  Any
     adjustment  pursuant  to  this  Section  may  provide,  in  the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     7.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a  registration  statement  with  the  United  States  Securities  and  Exchange
Commission  or  with  the securities commission of any state.  If a registration
statement  is  not  in effect under the Securities Act of 1933 or any applicable
state  securities  law  with  respect  to  shares of Common Stock purchasable or
otherwise  deliverable  under  the Option, the Optionee (a) shall deliver to the
Bank,  prior  to the exercise of the Option or as a condition to the delivery of
Common  Stock  pursuant to the exercise of an Option exercise, such information,
representations  and  warranties as the Bank may reasonably request in order for
the  Bank to be able to satisfy itself that the Option Shares are being acquired
in  accordance  with  the  terms  of an applicable exemption from the securities
registration  requirements  of  applicable federal and state securities laws and
(b) shall agree that the shares of Common Stock so acquired will not be disposed
of except pursuant to an effective registration statement, unless the Bank shall
have  received  an  opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
law.

     8.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     9.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Georgia.

     10.     Successors.  This  Award  and  the  Terms  and  Conditions shall be
             ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors  and  permitted  assigns  of  the  Optionee  and  the  Bank.

     11.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may


                                        4
<PAGE>
designate  any  other address to which notices shall be sent by giving notice of
the  address  to  the  other  parties  in  the  same  manner as provided herein.

     12.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision  or  portion  thereof  had  never  been  contained  herein.

     13.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.

     14.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     15.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed  to  them  in  the  Plan.

     16.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     17.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee  the  right  to  continued  employment  with the Bank or any affiliate.


                                        5
<PAGE>
                                    EXHIBIT 1
                                    ---------

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                           NORTH GEORGIA NATIONAL BANK



                                    Name _____________________________

                                    Address __________________________

                                    __________________________________

                                    Date _____________________________



North  Georgia  National  Bank
350  West  Belmont  Drive
Calhoun,  Georgia  30701
Attn:  Corporate  Secretary

Re:  Exercise  of  Nonqualified  Stock  Option

Gentlemen:

     Subject  to  acceptance  hereof by North Georgia National Bank (the "Bank")
and  pursuant  to  the  provisions of the North Georgia National Bank 1999 Stock
Incentive  Plan  (the  "Plan"),  I hereby give notice of my election to exercise
options  granted  to me to purchase ______________ shares of Common Stock of the
Bank  under  the  Nonqualified  Stock  Option  Award  (the  "Award") dated as of
____________.  The  purchase  shall  take  place  as  of  __________, 200__ (the
"Exercise  Date").


     On or before the Exercise Date, I will pay the applicable purchase price as
follows:

          [ ]  by  delivery of cash or a certified check for $___________ for
               the  full  purchase  price  payable to the order of North Georgia
               National  Bank.

          [ ]  by  delivery  of  cash  or  a certified check for $______________
               representing  a portion of the purchase price with the balance to
               consist  of shares of Common Stock that I have owned for at least
               six months and that are represented by a stock certificate I will
               surrender  to  the  Bank  with  my  endorsement. If the number of
               shares  of  Common  Stock  represented  by such stock certificate
               exceed  the  number  to  be applied against the purchase price, I
               understand  that  a  new  stock  certificate will be issued to me
               reflecting  the  excess  number  of  shares.

          [ ]  by  delivery  of  a  stock  certificate  representing  shares  of
               Common  Stock  that  I have owned for at least six months which I
               will  surrender to the Bank with my endorsement as payment of the
               purchase  price.  If  the  number  of  shares  of  Common  Stock
               represented  by  such certificate exceed the number to be applied
               against  the  purchase price, I understand that a new certificate
               will  be  issued  to  me  reflecting the excess number of shares.


                            Exhibit 1 - Page 1 of 4
<PAGE>
          [ ] by delivery of the purchase price by ____________________________,
               a  broker,  dealer or other "creditor" as defined by Regulation T
               issued by the Board of Governors of the Federal Reserve System. I
               hereby  authorize  the  Bank to issue a stock certificate for the
               number  of  shares  indicated  above  in the name of said broker,
               dealer  or other creditor or its nominee pursuant to instructions
               received  by  the  Bank  and  to  deliver  said stock certificate
               directly  to  that  broker,  dealer or other creditor (or to such
               other  party  specified  in the instructions received by the Bank
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.


     The  required federal, state, and local income tax withholding obligations,
if  any,  on  the  exercise  of  the  Award  shall also be paid on or before the
Exercise  Date  in  cash  or  with  previously  owned shares of Common Stock, as
provided  in  the  Award,  or in the manner provided in the Withholding Election
previously  tendered  or  to  be tendered to the Bank no later than the Exercise
Date.

     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Bank as
follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Bank;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;


                            Exhibit 1 - Page 2 of 4
<PAGE>
     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Bank  of  compliance  with  the applicable
     securities  laws of other jurisdictions. The Bank shall be entitled to rely
     upon  an  opinion  of counsel satisfactory to it with respect to compliance
     with  the  above  laws;

     The  Bank  will  be  under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine  sales  of  securities of the Bank under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become available. The Bank is under no obligation to act in any
     manner  so  as to make Rule 144 available with respect to the Common Stock;

     I  have  and  have had complete access to and the opportunity to review and
     make  copies of all material documents related to the business of the Bank,
     including,  but  not  limited  to,  contracts,  financial  statements,  tax
     returns, leases, deeds and other books and records. I have examined such of
     these  documents  as I wished and am familiar with the business and affairs
     of  the  Bank.  I  realize  that  the  purchase  of  the  Common Stock is a
     speculative investment and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
     Bank  and  any  person  acting  on  its  behalf  and to obtain all material
     information  reasonably available with respect to the Bank and its affairs.
     I  have  received all information and data with respect to the Bank which I
     have  requested  and  which  I  have deemed relevant in connection with the
     evaluation  of  the  merits  and  risks  of  my  investment  in  the  Bank;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to  and  apply  to all of the Common Stock of the Bank issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements, representa-tions, warranties and covenants made herein shall be
     true  and  correct  at  that  time.


                            Exhibit 1 - Page 3 of 4
<PAGE>
          I  understand  that  the  certificates  representing  the shares being
purchased  by me in accordance with this notice shall bear a legend referring to
the  foregoing  covenants,  representations  and  warranties and restrictions on
transfer,  and  I  agree  that  a  legend  to  that  effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired  by  me  in  accordance  with  this  notice.  I further understand that
capitalized  terms used in this Notice of Exercise without definition shall have
the  meanings  given  to  them  in  the  Plan.


     Very  truly  yours,





AGREED  TO  AND  ACCEPTED:

NORTH  GEORGIA  NATIONAL  BANK


By: _______________________________

Title: ____________________________

Number of Shares
Exercised: ________________________

Number of Shares
Remaining: ________________________  Date: ____________________________


                            Exhibit 1 - Page 4 of 4
<PAGE>
                                    EXHIBIT 2

                         NOTICE OF WITHHOLDING ELECTION
                           NORTH GEORGIA NATIONAL BANK
                            1999 STOCK INCENTIVE PLAN



TO:   NORTH  GEORGIA  NATIONAL  BANK
      Attn:  Corporate  Secretary

FROM: ______________________________


RE:   Withholding  Election


     This  election  relates  to  the  Option identified in Paragraph 3 below. I
hereby  certify  that:


     (1)     My  correct  name and social security number and my current address
are  set  forth  at  the  end  of  this  document.

     (2)     I  am  (check  one,  whichever  is  applicable).

             [ ]  the  original  recipient  of  the  Option.

             [ ]  the  legal  representative  of  the  estate  of  the  original
recipient  of  the  Option.

             [ ]  a  legatee  of  the  original  recipient  of  the  Option.

             [ ]  the  legal guardian  of  the original recipient of the Option.

     (3)     The Option pursuant to which this election relates was issued under
the  North  Georgia  National  Bank  1999  Stock  Incentive  Plan in the name of
__________________  for  the  purchase  of  a  total of _______ shares of Common
Stock.  This  election  relates to _____________ shares of Common Stock issuable
upon  exercise  of the Option (the "Stock"), provided that the numbers set forth
above  shall  be  deemed  changed  as appropriate to reflect the applicable Plan
provisions.

     (4)     In  connection  with  any  exercise  of  the Option with respect to
Stock,  I  hereby elect to have certain shares issuable pursuant to the exercise
withheld  by  the Bank for the purpose of having the value of the shares applied
to  pay  federal, state and local, if any, taxes arising from the exercise.  The
shares to be withheld shall have, as of the Tax Date applicable to the exercise,
a  fair  market value equal to the minimum statutory tax withholding requirement
under  federal,  state  and  local  law  in  connection  with  the  exercise.


                            Exhibit 2 - Page 1 of 2
<PAGE>
     (5)     This Withholding Election is made no later than the Tax Date and is
otherwise  timely  made  pursuant  to  the  Plan.

     (6)     I  understand  that  this  Withholding Election may not be revised,
amended  or  revoked  by  me.

     (7)     I  FURTHER  UNDERSTAND THAT THE BANK SHALL WITHHOLD FROM THE COMMON
STOCK  A WHOLE NUMBER OF SHARES OF STOCK HAVING THE VALUE SPECIFIED IN PARAGRAPH
4  ABOVE.

     (8)     The Plan has been made available to me by the Bank, I have read and
understand  the  Plan and I have no reason to believe that any of the conditions
therein  to  the  making  of  this  Withholding  Election  have  not  been  met.
Capitalized  terms  used  in  this Notice of Withholding Election shall have the
meanings  given  to  them  in  the  Plan.


Dated:  ____________________


                                   _______________________________________
                                   Signature


                                   _______________________________________
                                   Name  (printed)


                                   _______________________________________
                                   Street  Address


                                   _______________________________________
                                   City,  State,  Zip  Code


                            Exhibit 2 - Page 2 of 2
<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                         NONQUALIFIED STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                           NORTH GEORGIA NATIONAL BANK
                            1999 STOCK INCENTIVE PLAN


A.   The Option Shares shall become vested Option Shares following completion of
     the  years  of  service  as  an  employee  of  the Bank or any affiliate as
     indicated  in  the  schedule  below.


          Percentage  of  Option  Shares               Years  of  Service
          Which  are  Vested  Shares               after  the  Grant  Date
          --------------------------               -----------------------




D.   Notwithstanding  the  foregoing  Vesting  Schedule,  the Option will become
     fully  vested  upon  the  occurrence  of  a  Change  in  Control.

E.   For  purposes  of the Vesting Schedule, Optionee shall be granted a year of
     service  for  each twelve-consecutive-month period following the Grant Date
     and  during  which  Optionee continues, at all times, as an employee of the
     Bank  or  any  affiliate.


                            Schedule 1 - Page 1 of 1
<PAGE>