EXHIBIT 10.4


                            STOCK PURCHASE AGREEMENT


     THIS  STOCK  PURCHASE  AGREEMENT  is  entered  into  as  of the 22nd day of
September,  1999,  by  DAVID  J.  LANCE  (the  "Buyer"), Chief Executive Officer
(subject  to  regulatory  approval)  of  North  Georgia  National Bank and NORTH
GEORGIA  NATIONAL BANK (the "Seller").  The Buyer and the Seller are referred to
herein  as  the  "Parties."

                              W I T N E S S E T H:

     WHEREAS,  the  Seller  is  a  national bank organized under the laws of the
United States and is authorized to issue up to 5,000,000 shares of Common Stock,
par  value  of  $5.00  per  share;  and

     WHEREAS,  the Seller has agreed to sell to Buyer up to 35,000 shares of the
Common  Stock  of  the  Seller.

     NOW,  THEREFORE,  for  and  in  consideration  of  the premises, the mutual
agreements  and  covenants  herein  contained,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties  hereby  agree  as  follows:

     1.     Agreement  to  Sell  the  Shares.  The  Seller agrees to sell to the
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Buyer,  the Buyer's designee, and/or the Buyer's retirement plan, at the Buyer's
option,  a  maximum  of  35,000  shares  of  the Common Stock of the Seller (the
"Shares").

     2.     Price.  The  purchase  price  for  the Shares (the "Purchase Price")
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shall  be  $10.00  per  Share.

     3.     Closing.  The  closing,  from time to time, of any purchase and sale
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of  all  or  a  portion  of  the  Shares  under this Agreement (individually and
collectively, the "Closing") shall occur as soon as practicable and in any event
by  March  31,  2000.  The  Closing  shall  take place at the main office of the
Seller,  located  at  350  West  Belmont  Drive, Calhoun, Georgia 30701.  At the
Closing,  the Buyer will deliver payment for any Shares to be purchased in cash,
or  by  check, bank draft or money order made payable to "North Georgia National
Bank",  and  the  Seller  will  deliver  to  the  Buyer the stock certificate(s)
representing  the  number  of  the  Shares  being  purchased  by  the  Buyer.

     4.     Representations and Warranties of the Seller.  The Seller represents
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and  warrants  in  favor  of  the  Buyer  as  follows:

          (a)  The Seller has all the power and authority (i) to enter into this
     Agreement  and (ii) to sell and deliver its Shares and to perform its other
     obligations  pursuant  hereto.


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          (b)  No  person  has  any  right  or other claim against Buyer for any
     commission,  fee  or other compensation as a finder or broker in connection
     with  the  transaction  contemplated  by  this  Agreement.


     5.   Private  Placement.  The  Buyer  agrees  that:
          ------------------

          (a)  The  Shares  are being issued and sold without registration under
     any  state  or  federal  law relating to the registration of securities for
     sale  and  in  reliance  on  certain  exemptions  from  registration  under
     applicable  state  and  federal  laws.

          (b)  The Shares cannot be offered for sale, sold or transferred by the
     Buyer other than (i) pursuant to an effective registration under Part 16 of
     Title  12,  Code of Federal Regulations, or (ii) in a transaction otherwise
     in  compliance  with  Part  16.

          (c)  The  Seller will be under no obligation to register the Shares or
     to  comply  with  any  exemption  available  for sale of the Shares without
     registration.

          (d) The Seller may, if it so desires, refuse to permit the transfer of
     the Shares unless the request for the transfer is accompanied by an opinion
     of counsel acceptable to the Seller to the effect that neither the sale nor
     the  proposed  transfer  will  result  in  any  violation of Part 16 or the
     securities  laws  of  any  other  jurisdiction.

          (e) A legend indicating that the Shares have not been registered under
     any  applicable  federal  or  state  securities  laws  and referring to any
     applicable  restrictions  on transferability and sale of the Shares will be
     placed  on  the  Share  certificate  or  certificates  (or  any  substitute
     therefor)  delivered  to the Buyer and any transfer agent of the Seller may
     be  instructed  to  require  compliance  therewith.

     6.     Contingencies.  Notwithstanding  anything  stated  to  the  contrary
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elsewhere  in this Agreement, the Buyer shall have no obligation to purchase any
Shares.

     7.     Entire  Agreement.  This  Agreement contains (and is intended by the
            -----------------
Parties  to  be  an integration of all) of the promises, agreements, conditions,
terms,  understandings,  warranties  and  representations  of  the  Parties with
respect  to  the transactions  contemplated thereby and herein, and there are no
other  promises,  agreements,  conditions,  understandings,  warranties  or
representations,  oral  or written, express or implied, among them other than as
set forth in this Agreement.  This Agreement supersedes all prior agreements and
understandings  among  the  Parties  with  respect  to  its  subject  matter.

     8.     Governing  Law.  This  Agreement  and all amendments, modifications,
            --------------
authorizations  or  supplements  to  this  Agreement  and  the  rights,  duties,
obligations  and  liabilities  of  the  Parties  under  such  documents  will be


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determined in accordance with the applicable provisions of the laws of the State
of  Georgia,  without  reference  to its doctrines or principles of conflicts of
laws.

     9.     Binding  Effect.  This  Agreement  will be binding upon the Parties,
            ---------------
their  personal  and  legal  representatives, guardians, successors and assigns.
This  Agreement  will  inure  to  the benefit of the Parties, their personal and
legal  representatives,  guardians,  successors  and  assigns.

     10.     Assignment.  The  Buyer may not assign either this Agreement or any
             ----------
of  its  rights,  interests,  or obligations hereunder without the prior written
approval  of  the  Seller.

     11.     Remedies Not Exclusive.  No remedy conferred by any of the specific
             ----------------------
provisions  of  this  Agreement is intended to be exclusive of any other remedy.
The  election of any one remedy by a party thereto shall not constitute a waiver
of  the  right  to  pursue  other  available  remedies.




                        [Signatures appear on next page]



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     IN  WITNESS  WHEREOF, this Stock Purchase Agreement has been executed as of
the  date  and  year  first above written and the undersigned Parties by placing
their  signatures  hereto  agree  to  and  adopt  the  terms  hereof.



                                    BUYER:


                                    /s/  David  J.  Lance
                                    ---------------------
                                         David  J.  Lance





                                   SELLER:

                                   NORTH  GEORGIA  NATIONAL  BANK


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


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