EXHIBIT 10.3

                        ADDENDUM TO EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ADDENDUM is made and entered into as an amendment
and addition to that certain Employment Agreement originally dated September 22,
1999,  (hereinafter  referred  to  as the "Employment Agreement") by and between
NORTH  GEORGIA  NATIONAL  BANK,  a  National  Banking Association with principal
offices  located  in  Calhoun, Georgia, (hereinafter referred to as the "Bank"),
and  DAVID  J.  LANCE  (hereinafter  referred  to  as  the  "Executive").

     WHEREAS,  the  original  Employment  Agreement  at  Section 13.2 concerning
Modification  provides that the Employment Agreement between the parties may not
be  amended  in  any  way except by mutual agreement of the parties in a written
instrument;  and

     WHEREAS,  the  parties intend for all terms and provisions set forth in the
original  Employment Agreement to remain in full force and effect in addition to
the  terms  set  forth in this Addendum (the original Employment Agreement being
attached  hereto  as  "Exhibit  A"  and  incorporated  fully  herein by specific
reference);

     WHEREAS,  the  parties  now  desire  and  have agreed to amend the original
Employment  Agreement  by  way  of  this  written  Addendum  thereto;

     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  of  the mutual
covenants  and  agreements  of  the parties set forth in the original Employment
Agreement,  and  of  other  good  and  valuable  consideration  the  receipt and
sufficiency  of  which are hereby acknowledged, the parties hereto, intending to
be  legally  bound,  agree  to amend the original Employment Agreement by adding
provisions  at  the  end  of  the  paragraph  comprising  Section 4.4 concerning
Long-Term  Incentives  as  follows:

          In the event of such a sale or transfer of the Bank, then upon receipt
     by  the  Executive of one percent (1%) of the total sale price of the Bank,
     the  Bank  shall  pay  to  the  Executive in cash an additional amount (the
     "Gross-Up  Payment")  such  that  the  net amount retained by the Executive
     after deduction of any and all federal, state, and local income tax and any
     excise  tax on the Gross-Up Payment provided for by this Sec. 4.4, shall be
     equal  to  the  initial one percent (1%) of the total sale price. Such cash
     payment  of the one percent (1%) of the sale price and the Gross-Up Payment
     shall  be  made  by the Bank to the Executive upon the closing date of such
     sale.

          Additionally,  during  the  entire  term  of  this Agreement, the Bank
          hereby  grants  to  the Executive a Right of First Refusal on any such
          sale  of  the-Bank.  In  the event that the Bank receives a good faith
          bona  fide  offer  for  purchase,  then  the Bank shall deliver to the
          executive a certified written copy of such purchase offer. Thereafter,
          the  Executive  shall  have  sixty  (60)  days  either  to  match  the
          outstanding  offer  by  agreeing to purchase the Bank or to decline to
          exercise  his  Right  of  First  Refusal  to purchase the Bank. If the


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          Executive  agrees  to  purchase the Bank, the Executive may accomplish
          such  purchase  either  individually  or  as  a  part  of any group of
          investors,  partner's, or other financial business arrangements as the
          Executive,  in his sole discretion, may deem appropriate and necessary
          to  complete  the  purchase  transaction.


IN  WITNESS  WHEREOF,  the  Executive  has executed, and the Bank (pursuant to a
resolution  adopted  at  a  duly  constituted  meeting  of  the  Bank's Board of
Directors)  has  executed this Addendum to the original Employment Agreement, as
of  the  16th  day  of  November,  1999.

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

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

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

[SEAL]
                                        EXECUTIVE
                                         --------------------------------------

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


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