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                                 EXHIBIT 10.6
                           EMPLOYMENT AGREEMENT



          AGREEMENT made and entered into January 13, 1998, but as of
the Effective Date hereinafter defined, by and between VALLEY RIDGE FINANCIAL
CORPORATION ("VRFC") and MICHAEL MC HUGH ("Employee");

          WHEREAS, VRFC has retained the services of the Employee as a
senior executive officer, and the Employee has accepted such employment; and

          WHEREAS, the parties have operated in an employment
relationship for several years; and

          WHEREAS, the parties desire to enter into this Agreement, which
is intended to set forth in its entirety the terms and conditions of the
employment relationship between VRFC and the Employee; and

          WHEREAS, the board of directors of VRFC has approved this
Agreement and authorized the chairman of the board to enter into this Agreement
with the Employee;

          NOW, THEREFORE, IT IS AGREED as follows:

     1.   EMPLOYMENT.  The Employee is employed to render such executive
services to VRFC as may from time to time be reasonably directed by VRFC's
Chairman of the Board and/or the VRFC board of directors.  Among his other
duties, it is contemplated that he will serve as the Secretary and Treasurer,
and Chief Financial Officer of VRFC and Executive Vice President and Chief
Financial Officer of VRFC's subsidiary, Valley Ridge Bank ("Subsidiary Bank").

     2.   COMPENSATION.  VRFC agrees to pay the Employee during the term
of this Agreement a salary in the sum of at least Eighty Thousand Three
Hundred Forty Dollars ($80,340) per annum ("Minimum Salary") provided, however,
that any salary and bonuses (other than bonuses provided for in section 3 of
this Agreement) paid to the Employee by any subsidiary of VRFC shall be deemed
to reduce the salary paid to the Employee pursuant to this section 2. The salary
provided herein shall be payable in accordance with the periodic payment
procedures for all employees of VRFC.  The Employee's salary shall be reviewed
by the board of directors of VRFC not less often than annually beginning on the
date one (1) year subsequent to the Effective Date ("First Anniversary Date")
and may be increased (but not decreased) from time to time in such amounts as
the board in its discretion may determine; any such increased salary shall
become the new Minimum Salary.  The Employee's salary shall be subject to the
usual payroll withholding required with respect to compensation paid by a
corporation to an employee.

     3.   DISCRETIONARY BONUSES.  In addition to the salary provided for
in section 2, the Employee shall be entitled to participate in discretionary
bonuses as may be from time to time authorized and declared by the board of

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directors of VRFC or the Subsidiary Bank to their respective executive
employees.  No other compensation provided for in this Agreement shall be deemed
a substitute for the Employee's right to participate in such bonuses when and as
declared by the board of directors.

     4.   RETIREMENT, EMPLOYEE BENEFIT PLANS, AND FRINGE BENEFITS.

          (a)  The Employee shall be entitled to participate
     in any plan of VRFC or the Subsidiary Bank relating to pension,
     thrift, deferred profit-sharing, group life insurance, medical
     coverage, education, or other retirement or employee benefits
     that VRFC or the Subsidiary Bank may adopt for the benefit of
     its executive employees.

          (b)  The Employee shall be eligible to participate
     in any other fringe benefits which may be, or may later become,
     applicable to VRFC's or the Subsidiary Bank's executive or
     salaried employees, including, but not limited to, the
     following:  health plans; insurance plans; use of a company
     automobile; membership in various social business and trade
     organizations; a reasonable expense account; the payment of
     reasonable expenses for attending annual and periodic meetings
     of trade associations; and any other benefits which are
     commensurate with the responsibilities and functions to be
     performed by the Employee under this Agreement.

          (c)  VRFC shall continue to pay the $3,000 annual
     premium to keep the Northwestern Mutual Life Insurance Policy
     owned by Employee in effect.

          (d)  VRFC shall continue to pay the premiums to
     maintain Employee's disability insurance coverage under the
     current Provident Companies executive disability policy.

     5.   TERM.  The initial term of this Agreement shall be a period of
five years commencing on the Effective Date, subject to earlier termination as
provided herein.   Reference herein to the term of this Agreement shall refer to
such term.

     6.   EFFECTIVE DATE.  For purposes of this Agreement the "Effective
Date" is January 13, 1998.

     7.   STANDARDS.  The Employee shall perform his duties under this
Agreement in accordance with reasonable standards established from time to time
by the board of directors of VRFC.





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     8.   VACATIONS.  The Employee shall be entitled, without loss of
pay, to absent himself voluntarily from the performance of his employment under
this Agreement, all such voluntary absences to count as vacation time, provided
that:

          (a)  The Employee shall be entitled to annual
     vacation time of not less than four (4) weeks per year, and
     five (5) personal days each year.

          (b)  The timing of vacations shall be scheduled in
     a reasonable, mutually agreeable manner.  The Employee shall
     not be entitled to receive any additional compensation from
     VRFC on account of his failure to take vacation time, nor shall
     he be entitled to accumulate vacation time from one calendar
     year to the next, except that Employee may carry over up to one
     (1) week of vacation each year to be used during the first six
     (6) months of the following year.

          (c)  In addition to the aforesaid vacation time,
     the Employee shall be entitled, without loss of pay, to
     disability leave with pay for any continuous absence of up to
     ninety (90) days due to disability; after 90 continuous days,
     paragraph 10 shall apply.  Employee may also absent himself
     voluntarily from the performance of his employment with VRFC
     for such additional periods of time and for such valid and
     legitimate reasons as the board of directors in its sole
     discretion may determine.  Further, the board of directors
     shall be entitled to grant to the Employee, at the Employee's
     request, additional leaves of absence with or without pay at
     such time or times and upon such terms and conditions as the
     board, in its discretion, may determine.

     9.   TERMINATION OF EMPLOYMENT.

          (a)  The Employee's employment under this Agreement
     may be terminated at any time by the board of directors of VRFC
     for "Cause" (as defined below).  The Employee shall have no
     right to receive severance pay or any other remuneration
     whatsoever under this Agreement for any period after voluntary
     termination without "Good Reason" (as defined below) or
     termination for Cause.  For purposes of Agreement, for "Cause"
     shall mean termination for only the following reasons:

               (i)  Willful misconduct materially adverse
          to VRFC or the Subsidiary Bank;

               (ii) Willful breach of a fiduciary duty
          involving personal profit;


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               (iii)     Willful violation of any law, rule, or
          regulation materially relating to the operation of VRFC
          or the Subsidiary Bank;

               (iv) The order of any court or supervising
          agency with jurisdiction over the affairs of VRFC or
          the Subsidiary Bank; or

               (v)  The Employee's intentional material
          violation of any material provision of this Agreement,
          if Employee fails to cure the breach within a
          reasonable time after written notice from VRFC's board
          of directors informing him of the breach.

               For purposes of this Agreement, no act or
     failure to act on the Employee's behalf shall be considered
     "willful" or "intentional" unless done, or admitted to be done,
     by him not in good faith and unless he knew or should have
     known that his action or omission was not in, or was opposed
     to, the best interests of VRFC or the Subsidiary Bank;
     provided, that any act or omission to act on the Employee's
     behalf in reliance upon an opinion of counsel to VRFC shall not
     be deemed to be willful.  The Employee shall not be deemed to
     have been terminated for cause unless or until there shall have
     been delivered to him a copy of a certification of a majority
     of the non-officer members of the VRFC's board of directors
     finding that, in the good faith opinion of such majority, the
     employee was guilty of conduct deemed to be cause and
     specifying the details thereof, after reasonable notice to the
     Employee and an opportunity for him, together with his counsel,
     to be heard before such majority.  No such determination of the
     board shall affect Employee's right to determination through
     the legal system of whether there was in fact cause for
     termination.

          (b)  The Employee may terminate his employment at
     any time upon ninety (90) days' written notice to VRFC or upon
     such shorter period as may be agreed upon between the Employee
     and the board of directors of VRFC.  In the event of such
     termination without Good Reason, VRFC shall be obligated only
     to continue to pay the Employee's salary and provide the other
     benefits provided by this Agreement up to the date of the
     termination.

          (c)  The Employee may terminate his employment with
     VRFC for "Good Reason", which shall mean, the occurrence of any
     of the following events without Employees consent:



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               (i)  A material demotion or other adverse
          change made by VRFC in the Employee's status or
          position as a senior executive officer of VRFC or the
          Subsidiary Bank;

               (ii) The assignment to the Employee of any
          duties or responsibilities which are materially
          inconsistent with such status or position, or a
          material reduction in the duties and responsibilities
          previously exercised by the Employee;

               (iii)     The imposition of any requirement,
          whether by relocation of VRFC's offices or otherwise,
          that the Employee perform his normal day-to-day duties
          and responsibilities outside of an area within a thirty
          (30) mile radius of Kent City, Michigan;

               (iv) Failure of VRFC to elect the Employee
          as chief financial officer and a director of the
          Subsidiary Bank; or

               (v)  Material breach by VRFC of any
          material provision of Agreement, if VRFC fails to cure
          the breach within a reasonable time after Employee has
          given VRFC's board of directors written notice of the
          breach.

     Before terminating his employment for good reason pursuant to
     this section 9(c), the Employee shall give written notice to
     VRFC's board of directors of the act or omission constituting
     "Good Reason," within 60 days after the occurrence of such act
     or omission.  If the board of directors promptly corrects such
     act or omission, and takes reasonable measures to prevent its
     recurrence, Employee shall not be entitled to terminate the
     employment with Good Reason.  Otherwise, Employee may terminate
     the employment for Good Reason within 60 days after such notice
     to the board of directors.  If Employee fails to give notice as
     provided above, Employee may not terminate the Employment for
     Good Reason on account of such act or omission.

         (d)   If the Employee's employment is terminated by
     VRFC without Cause or terminated by the Employee for Good
     Reason, the Employee shall be entitled to continuation of his
     salary and benefits until the end of the Term of this Agreement
     as if termination of his employment had not occurred.

               Payment of salary and continuation of benefits
     as provided in this subparagraph 9(d) shall continue regardless
     of whether the Employee finds new employment following such

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     termination, and without reduction due to any earnings of
     Employee from any other employment or self employment, as long
     as the new employment or self employment is not materially
     competitive with VRFC or the Subsidiary Bank.  Any amounts
     received under VRFC's director deferred compensation program,
     any retirement plans or VRFC's Supplemental Executive
     Retirement Plan (SERP) shall not reduce the pay continuation
     under this paragraph 9(d).  The salary continuation provided in
     this subparagraph 9(d) shall be reduced, however (but not below
     zero) by any disability benefits received by the Employee
     during the Severance Pay Period (other than benefits received
     under the policy referred to in paragraph 4(d) of this
     Agreement). If continuation of a specific benefit is not
     possible under applicable law, Employee shall be provided with
     an equal substitute benefit or, if that is not possible, with
     cash in lieu of such benefit; such substitute benefit or cash
     shall be structured or supplemented as necessary to place
     Employee in the same economic position, after all applicable
     taxes, as if the benefit had been continued.

               If any payment to or benefit continuation for
     the Employee (or the Employee's estate or beneficiary, pursuant
     to paragraph 12(b) constitutes a "parachute payment "under
     Internal Revenue Code section 280(G) and, when added to all
     other payments to the Employee that are "parachute payments"
     would result in "excess parachute payments" to Employee (as
     defined under IRC <Section>280(G) being nondeductible by the
     Corporation under IRC <Section>280(G), then the payments and
     benefit continuation provided for under this section 9(d) shall
     be reduced (but not below 0) or delayed until there are no such
     excess parachute payments.  The amount of any reduction or
     delay shall be determined by VRFC's certified public
     accountants, in consultation with the Employee.

          (e)  In the event of the death of the Employee
     while still employed under this Agreement the Employee's estate
     or beneficiary shall not be entitled to salary and benefit
     continuation under section 9(d), but shall be entitled to
     receive the salary due the Employee through the last day of the
     calendar month in which his death shall have occurred, plus
     such other benefits as shall have accrued under this Agreement
     up to the date of death, plus an additional amount equal to the
     Employee's annual salary as of the date of death.

          (f)  If the Employee is temporarily prohibited from
     participating in the conduct of the affairs of VRFC or the
     Subsidiary Bank at the request of or by the order of any court
     or supervising agency with jurisdiction over VRFC, VRFC's
     obligations under this Agreement shall not terminate and the

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     Employee shall be placed on administrative leave with or
     without pay in the discretion of the board of directors.  If
     the charges in the proceeding out of which such request or
     order is issued mature into a permanent  prohibition order,
     unless stayed by appropriate proceedings, VRFC's obligations
     hereunder shall terminate as of the effective date of such
     permanent order.

          (g)  If the Employee is permanently prohibited from
     participating in the conduct of VRFC's affairs or those of the
     Subsidiary Bank by the final order of any court or supervising
     agency with jurisdiction over VRFC, all obligations of VRFC
     under this Agreement shall terminate, as of the effective date
     of the order; vested rights of the parties shall not be
     affected, but Employee shall not be entitled to salary or
     benefit continuation under section 9(d) of this Agreement if
     his employment is terminated pursuant to this section 9(g).

          (h)  All obligations under this Agreement may be
     terminated, except to the extent it is determined that
     continuation of the Agreement is necessary for the continued
     operation of VRFC or the Subsidiary Bank:

               (i)  By the Federal Deposit Insurance
          Corporation ("FDIC") at the time the FDIC enters into
          an agreement to provide assistance to or on behalf of
          VRFC or the Subsidiary Bank; and

               (ii) By the Federal Reserve Board ("FRB"),
          or any other agency, at the time the FRB approves a
          supervisory merger to resolve problems related to the
          operation of VRFC or when VRFC or the Subsidiary Bank
          is determined by the FRB to be in an unsafe or unsound
          condition.  Any rights of the parties that have already
          vested, shall not be affected by such action, but
          Employee shall not be entitled to salary or benefit
          continuation under Section 9(d) of this Agreement if
          his employment is terminated pursuant to this section
          9(h).

     10.  DISABILITY.  If the Employee shall become and remain disabled
or incapacitated to the extent that he is unable to perform his duties under
this Agreement for a continuous period of ninety (90) days or more, then, in
that event, from the time that such period shall have elapsed until such
disability or incapacity shall have ceased:

          (a)  he shall be entitled to receive disability
     benefits of the type provided for executive employees of VRFC
     and the Subsidiary Bank (including at least the benefits

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     provided by the disability policy referred to in paragraph 4(d)
     of this Agreement); and

          (b)  he shall not be entitled to receive salary
     payments pursuant to this Employment Agreement.

          If Employee remains disabled or incapacitated as defined above
for a continuous period of 6 months, or for a total of 12 months in any two
calendar year period, the Board of Directors of VRFC may terminate Employee's
employment without salary or benefit continuation under section 9(d).

     11.  ATTORNEY FEES.  In the event that VRFC exercises its right of
Termination for Cause, but it is determined by a court of competent jurisdiction
or by an arbitrator that cause did not exist for such termination, or if in any
event it is determined by any such court or arbitrator that VRFC or the
Subsidiary Bank has failed to make timely payment of any amounts owed to the
Employee under this Agreement, the Employee shall be entitled to reimbursement
for all reasonable costs, including attorneys' fees, incurred in challenging
such termination or collecting such amounts.  Such reimbursement shall be in
addition to any rights to which the Employee is otherwise entitled under this
Agreement.

     12.  No Assignments.

          (a)  This Agreement is personal to each of the
     parties hereto, and neither party may assign or delegate any of
     its rights or obligations hereunder without first obtaining the
     written consent of the other party; provided, however, that
     VRFC shall require any successor or assign (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to
     all or substantially all of the business and/or assets of VRFC
     or the Subsidiary, by an assumption agreement in form and
     substance satisfactory to the Employee, to expressly assume and
     agree to perform this Agreement in the same manner and to the
     same extent that VRFC would be required to perform it if no
     such succession or assignment had taken place.  Failure of VRFC
     to obtain such an assumption agreement prior to the
     effectiveness of any such succession or assignment shall be a
     breach of this Agreement and shall entitle the Employee to
     compensation from VRFC in the same amount and on the same terms
     as the compensation pursuant to section 9(d) hereof.  For
     purposes of implementing the provisions of this section 12(a),
     the date on which any such succession becomes effective shall
     be deemed the Date of Termination.

          (b)  This Agreement and all rights of the Employee hereunder
     shall inure to the benefit of and be enforceable by the Employee's
     personal and legal representatives, executors, administrators,
     successors, heirs, distributees, devisees  and legatees.  If the

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     Employee should die while any amounts would still be payable to the
     Employee hereunder if the Employee had continued to live (including but
     not limited to salary and benefit continuation to which Employee
     becomes conditioned under section 9(d) as a result of a covered
     termination of the Employment before Employee's death) all such amounts,
     unless otherwise provided herein, shall be paid in accordance with the
     terms of this Agreement to the Employee's devisee, legatee or other
     designee or if there is no such designee, to the Employee's estate.

     13.  OTHER CONTRACTS.  All other prior agreements regarding
conditions of employment, whether written or oral, are hereby superseded by this
Agreement.

     14.  NOTICES.  Any notices under this Agreement shall be deemed
given when in writing and delivered personally or sent by certified mail,
postage prepaid, to the last known address of the party to whom notice is
given. If sent by mail, notice shall be deemed given on the second day
after mailing.

     15.  AMENDMENTS.  No amendments or additions to this Agreement shall
be binding unless   in writing and signed by both parties, except as herein
otherwise provided.

     16.  PARAGRAPH HEADINGS.  The paragraph headings used in this
Agreement are included solely for convenience and shall not affect or be used in
connection with the interpretation of this Agreement.

     17.  SEVERABILITY.  The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

     18.  GOVERNING LAW.  Agreement shall be governed by the laws of the
United States of America and the State of Michigan.

          IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first above written.

                                      VALLEY RIDGE FINANCIAL CORPORATION


                                      By /s/ ROBERT C. HUMPHREYS
                                        Robert Humphreys,
                                        Chairman of the Board

                                                                  Employer

                                      /s/ MICHAEL MCHUGH
                                      Michael Mc Hugh

                                                                  Employee
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