EMPLOYMENT AGREEMENT

     THIS  AGREEMENT is made as of the ___ day of __________, 2003, by and among
NEIGHBORS  BANCSHARES,  INC., a bank holding company incorporated under the laws
of  the  State of Georgia (the "Company"); NEIGHBORS BANK, a proposed state bank
being  organized  under  the  laws  of  the  State  of  Georgia  (the  "Bank")
(collectively,  the  Company  and  the  Bank  are referred to hereinafter as the
"Employer");  and  J.  ROSS  MYNATT,  a  resident  of  the State of Georgia (the
"Executive").

                                    RECITALS:

     The  Employer  desires to employ the Executive as Senior Vice President and
Chief  Lending  Officer of the Company and the Bank and the Executive desires to
accept  such  employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter set forth, the parties hereby agree as follows:

1.     DEFINITIONS.  Whenever  used  in  this Agreement, the following terms and
       -----------
their variant forms shall have the meaning set forth below:

     1.1     "AGREEMENT" shall mean this Agreement and any exhibits incorporated
              ---------
herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2     "AREA"  shall  mean  the  geographic  area within the boundaries of
              ----
Interstate  75  to  the  west,  Interstate 85 to the east, Interstate 285 to the
south and a line running horizontally from Interstate 75 to Interstate 85, which
line  intersects  with  the  northernmost  city limit of Jasper, Georgia, to the
north.  It  is the express intent of the parties that the Area as defined herein
is  the  area  where  the  Executive performs services on behalf of the Employer
under  this  Agreement  as  of  the  Effective  Date.

     1.3     "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
              ------------------------
Employer, which is the business of commercial banking.

     1.4     "CAUSE"  shall  mean:
              -----

          1.4.1     With  respect  to  termination  by  the  Employer:

                    (a)     A  material breach of the terms of this Agreement by
          the Executive, including, without limitation, failure by the Executive
          to  perform  his  duties and responsibilities in the manner and to the
          extent  required under this Agreement, which remains uncured after the
          expiration  of  fifteen  (15)  days  following the delivery of written
          notice  of  such  breach to the Executive by the Employer. Such notice
          shall  (i)  specifically  identify  the  duties that the President and
          Chief  Executive  Officer  of  the


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          Company  or  the Bank believes the Executive has failed to perform and
          (ii)  state  the  facts  upon  which  such  determination  is  made;

                    (b)     Conduct  by  the  Executive  that  amounts to fraud,
          dishonesty, disloyalty or willful misconduct in the performance of his
          duties  and  responsibilities  hereunder;

                    (c)     Arrest  for,  charged  in  relation  to (by criminal
          information,  indictment or otherwise), or conviction of the Executive
          during  the  Term  of  a  crime  involving  breach  of  trust or moral
          turpitude  or  any  felony;

                    (d)     Conduct  by  the Executive that amounts to gross and
          willful  insubordination  or  inattention  to  his  duties  and
          responsibilities  hereunder;  or

                    (e)     Conduct  by  the  Executive  that results in removal
          from  his position as an officer or executive of the Employer pursuant
          to  a  written  order  by  any  regulatory  agency  with  authority or
          jurisdiction  over  the  Employer.

          1.4.2     With respect to termination by  the  Executive,  a  material
     diminution  in  the  powers,  responsibilities  or  duties of the Executive
     hereunder  or  a  material  breach  of  the  terms of this Agreement by the
     Employer,  which  remains  uncured after the expiration of thirty (30) days
     following  the delivery of written notice of such breach to the Employer by
     the  Executive.

     1.5     "CHANGE  OF  CONTROL"  means  any  one  of  the  following  events:
              -------------------

                    (a)     the  acquisition  by any person or persons acting in
          concert  of  the  then  outstanding  voting  securities  of either the
          Company or the Bank if, after the transaction, the acquiring person or
          persons  owns  controls or holds the power to vote fifty percent (50%)
          or  more of any class of voting securities of the Company or the Bank;

                    (b)     within  any  twelve-month  period  (beginning  on or
          after  the  Effective  Date), the persons who were directors of either
          the  Company  or  the  Bank  immediately  before the beginning of such
          twelve-month  period  (the  "Incumbent  Directors")  shall  cease  to
          constitute  at  least  a majority of such Board of Directors; provided
          that  any  director who was not a director as of the beginning of such
          twelve-month  period  shall  be  deemed to be an Incumbent Director if
          that  director  were  elected to such Board of Directors by, or on the
          recommendation  of or with the approval of, at least two-thirds of the
          directors  who  then  qualified  as  Incumbent Directors; and provided
          further  that  no  director  whose  initial assumption of office is in
          connection  with  an actual or threatened election contest relating to
          the election of directors shall be deemed to be an Incumbent Director;


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<PAGE>
                    (c)     a  reorganization,  merger  or  consolidation,  with
          respect  to  which  persons  who  were  the stockholders of either the
          Company  or  the Bank immediately prior to such reorganization, merger
          or  consolidation  do not, immediately thereafter, own more than fifty
          percent  (50%)  of  the  combined voting power entitled to vote in the
          election  of  directors  of  the  reorganized,  merged or consolidated
          company's  then  outstanding  voting  securities;  or

                    (d)     the  sale,  transfer  or  assignment  of  all  or
          substantially  all  of  the  assets  of the Company or the Bank to any
          third  party.

     1.6     "CONFIDENTIAL  INFORMATION"  means data and information relating to
              -------------------------
the  business  of  the  Employer  (which  does not rise to the status of a Trade
Secret)  which  is  or  has  been  disclosed  to  the  Executive or of which the
Executive  became  aware  as  a  consequence  of  or  through  the  Executive's
relationship  to  the  Employer  and  which has value to the Employer and is not
generally  known to its competitors.  Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by the
Employer  (except  where  such  public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed by
others,  or  that  otherwise  enters  the  public  domain  through lawful means.

     1.7     "DISABILITY"  shall  mean the inability of the Executive to perform
              ----------
each  of  his  material  duties  under  this  Agreement  for a period of six (6)
consecutive  months  as  certified  by  a  physician  chosen by the Employer and
reasonably  acceptable  to  the  Executive.

     1.8     "EFFECTIVE  DATE"  shall mean the date the Bank opens for business.
              ---------------

     1.9     "EMPLOYER  INFORMATION"  means  Confidential  Information and Trade
              ---------------------
Secrets.

     1.10     "INITIAL  TERM"  shall  mean that period of time commencing on the
               -------------
Effective  Date  and  running  until the earlier of the close of business on the
last  business  day immediately preceding the third anniversary of the Effective
Date  or  any  earlier  termination  of  employment  of the Executive under this
Agreement  as  provided  for  in  Section  3.

     1.11     "TERM"  shall  mean  the  Initial  Term and all subsequent renewal
               ----
periods.

     1.12     "TRADE  SECRETS"  means  Employer  information  including, but not
               --------------
limited  to,  technical  or nontechnical data, formulas, patterns, compilations,
programs,  devices,  methods,  techniques,  drawings, processes, financial data,
financial  plans,  product  plans  or  lists of actual or potential customers or
suppliers  which:

                    (a)    derives economic value, actual or potential, from not
          being  generally  known  to,  and  not  being readily ascertainable by
          proper  means by, other persons who can obtain economic value from its
          disclosure  or  use;  and


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<PAGE>
                    (b)     is  the subject of efforts that are reasonable under
          the  circumstances  to  maintain  its  secrecy.



2.     DUTIES.
       ------

     2.1     POSITION.  The  Executive  is employed as Senior Vice President and
             --------
Chief  Financial  Officer  of  the  Company  and  the  Bank  and, subject to the
direction  of  the  President and Chief Executive Officer of the Company and the
Bank,  shall  perform  and  discharge  well  and  faithfully  the  duties  and
responsibilities  of  the Executive as set forth on Exhibit "A" attached hereto.
                                                    -----------
The  Executive shall also perform such additional duties that may be assigned to
him  from  time  to  time  by  the  President and Chief Executive Officer of the
Company  and  the  Bank only after the Chief Executive Officer has solicited the
reasonable  opinion  of  the  Executive with respect to those additional duties.
The  Executive  shall  perform  the  duties  required under the Agreement at the
principal  offices  of  the  Bank.

     2.2     FULL-TIME  STATUS.  In  addition to the duties and responsibilities
             -----------------
specifically  assigned  to  the  Executive  pursuant  to Section 2.1 hereof, the
Executive  shall:

                    (a)     devote  substantially  all  of  his time, energy and
          skill  during  regular business hours to the performance of the duties
          of his employment (reasonable vacations and reasonable absences due to
          illness  excepted)  and  faithfully  and  industriously  perform  such
          duties;

                    (b)     diligently follow  and  implement all reasonable and
          lawful  financial  policies  and  decisions communicated to him by the
          President and Chief Executive Officer of the Company and the Bank; and

                    (c)     timely  prepare  and  forward  to  the President and
          Chief  Executive  Officer  of the Company and the Bank all reports and
          accountings  as  may  be  requested  of  the  Executive.

     2.3     PERMITTED  ACTIVITIES.   The  Executive  shall  devote  his  entire
             ---------------------
business  time, attention and energies to the Business of the Employer and shall
not  during the Term be engaged (whether or not during normal business hours) in
any  other  business  or  professional activity, whether or not such activity is
pursued  for  gain,  profit  or other pecuniary advantage; but this shall not be
construed  as  preventing  the  Executive  from:

                    (a)     investing  his  personal  assets in businesses which
          (subject to clause (b) below) are not in competition with the Business
          of the Employer and which will not require any services on the part of
          the  Executive  in  their  operation  or  affairs  and  in  which  his
          participation  is  solely  that  of  an  investor;


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<PAGE>
                    (b)     purchasing  securities in any corporation, the
          securities  of  which are regularly traded provided that such purchase
          shall  not  result in him collectively owning beneficially at any time
          five  percent (5%) or more of the equity securities of any business in
          competition  with  the  Business  of  the  Employer;  and

                    (c)     participating in  civic and professional affairs and
          organizations and conferences, preparing or publishing papers or books
          or  teaching  so  long as the President and Chief Executive Officer of
          the  Company and the Bank approves in writing of such activities prior
          to  the  Executive's  engaging  in  them.

3.     TERM  AND  TERMINATION.
       ----------------------

     3.1     TERM.     This  Agreement  shall  remain  in  effect  for the Term.
             ----
Commencing with the first day of the Initial Term, the Term shall renew each day
such  that  the Term remains a three-year term from day-to-day thereafter unless
any  party  gives  written  notice  to  the others of its or his intent that the
automatic  renewals  shall  cease.  In  the  event such notice of non-renewal is
properly  given,  this  Agreement  and  the Term shall expire on the third (3rd)
anniversary  of  the thirtieth (30th) day following the date such written notice
is  received.

     3.2     TERMINATION.  During  the  Term,  the  employment  of the Executive
             -----------
under this Agreement may be terminated only as follows:

          3.2.1     By  the  Employer:

                    (a)     For Cause, upon  written  notice  to  the  Executive
          pursuant  to  Section  1.4.1 hereof, in which event the Employer shall
          have  no further obligation to the Executive except for the payment of
          any  amounts  due  and  owing under Section 4 on the effective date of
          termination;

                    (b)     Without  Cause  at  any  time,  provided  that  the
          Employer  shall  give  the  Executive  thirty (30) days' prior written
          notice  of  its intent to terminate, in which event the Employer shall
          be required to continue to meet its obligations to the Executive under
          Section  4.1  for  six  (6)  months  following  the  termination;  or

                    (c)    Upon  the  Disability  of  the Executive at any time,
          provided  that the Employer shall give the Executive thirty (30) days'
          prior  written  notice of its intent to terminate, in which event, for
          six  (6)  months  following  the  date  of  termination  or  until the
          Executive  begins  receiving  payments  under  the Company's long-term
          disability  policy,  whichever  occurs  first,  the  Employer shall be
          required  to  continue  to  meet  its  obligations under Sections 4.1.

          3.2.2     By  the  Executive:


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<PAGE>
                    (a)     For  Cause,  upon  written  notice  to  the Employer
          pursuant to Section 1.4.2 hereof, in which event the Employer shall be
          required to continue to meet its obligations under Section 4.1 for six
          (6)  months;  or

                    (b)     Without Cause, provided  that  the  Executive  shall
          give  the Employer sixty (60) days' prior written notice of his intent
          to  terminate,  in  which  event  the  Employer  shall have no further
          obligation  to the Executive except for payment of any amounts due and
          owing  under  Section  4  on  the  effective  date of the termination.

          3.2.3     At  any  time upon mutual, written agreement of the parties.

          3.2.4     Notwithstanding  anything in this Agreement to the contrary,
     the  Term  shall  end  automatically  upon  the  Executive's  death.

     3.3     CHANGE OF CONTROL.  If the Executive terminates his employment with
             -----------------
the  Employer  under  this  Agreement  for  Cause  or  the  Employer  terminates
Executive's employment without Cause within six (6) months following a Change in
Control,  the Executive, or in the event of his subsequent death, his designated
beneficiaries  or  his  estate, as the case may be, shall receive, as liquidated
damages, in lieu of all other claims, a severance payment equal to one (1) times
the  Executive's then current Base Salary, to be paid in full on the last day of
the  month  following  the date of termination. In no event shall the payment(s)
described in this Section 3.3 exceed the amount permitted by Section 280G of the
Internal  Revenue  Code,  as  amended (the "Code").  Therefore, if the aggregate
present  value (determined as of the date of the Change of Control in accordance
with  the  provisions of Section 280G of the Code) of both the severance payment
and  all other payments to the Executive in the nature of compensation which are
contingent  on  a change in ownership or effective control of the Company or the
Bank  or  in the ownership of a substantial portion of the assets of the Company
or  the  Bank (the "Aggregate Severance") would result in a "parachute payment,"
as  defined  under  Section 280G of the Code, then the Aggregate Severance shall
not  be  greater  than  an  amount equal to 2.99 multiplied by Executive's "base
amount" for the "base period, " as those terms are defined under Section 280G of
the  Code.  In  the  event  the  Aggregate  Severance  is required to be reduced
pursuant to this Section 3.3, the Executive shall be entitled to determine which
portions  of  the  Aggregate  Severance  are to be reduced so that the Aggregate
Severance  satisfies  the  limit  set  forth  in  the  preceding  sentence.
Notwithstanding  any  provision in this Agreement, if the Executive may exercise
his  right  to  terminate  employment  under  this  Section 3.3 or under Section
3.2.2(a),  the  Executive  may  choose  which  provision  shall  be  applicable.

     3.4     EFFECT  OF  TERMINATION.  Upon  termination  of  the  Executive's
             -----------------------
employment  hereunder  for  any  reason,  the  Employer  shall  have  no further
obligations  to  the  Executive  or  the Executive's estate with respect to this
Agreement,  except  for  the payment of any amounts accrued or otherwise due and
owing  under  Section  4  hereof  and  unpaid  as  of  the effective date of the
termination  of  employment and payments set forth in Sections 3.2.1(b) and (c),
Section  3.2.2(a),  or  Section  3.3  as  applicable.


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<PAGE>
4.     COMPENSATION.  The  Executive  shall  receive  the  following  salary and
       ------------
benefits  during  the  Term,  except  as  otherwise  provided  below:

     4.1     BASE  SALARY.  The Executive shall be compensated at an annual base
             ------------
rate of $125,000 (the "Base Salary").  The obligation for payment of Base Salary
shall  be  apportioned  between  the Company and the Bank as they may agree from
time  to  time  in  their sole discretion.  The Executive's Base Salary shall be
reviewed  by  the  Board  of  Directors  of  the  Company  and the Bank at least
annually, and the Executive shall be entitled to receive annually an increase in
such  amount,  if  any,  as  may  be determined by the Board of Directors of the
Company  or  the  Bank  based  on their respective evaluation of the Executive's
performance.  Base  Salary  shall  be  payable in accordance with the Employer's
normal  payroll  practices.

     4.2     INCENTIVE COMPENSATION.  The Executive shall be eligible to receive
             ----------------------
annual  bonus  compensation,  if  any,  as  may  be  determined  by the Board of
Directors  of  the  Company  or  the Bank pursuant to any incentive compensation
program  as  may  be  adopted  from  time  to  time  by  the  Employer.


4.4     BUSINESS  EXPENSES;  MEMBERSHIPS.  The  Employer  specifically agrees to
        --------------------------------
reimburse  the  Executive  for:

          (a)      reasonable and necessary business expenses (including travel)
     incurred  by  him  in  the  performance  of  his  duties as approved by the
     President  and  Chief  Executive  Officer  of the Company and the Bank; and

          (b)     reasonable  dues  and business related expenditures associated
     with  membership  in  trade  and professional associations, as are mutually
     agreed  upon by the Executive and the Employer, which are commensurate with
     the  Executive's  position;

provided,  however,  that  the  Executive  shall,  as  a  condition  of  any
reimbursement,  submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the Employer
and in sufficient detail to comply with rules and regulations promulgated by the
Internal  Revenue  Service.

     4.4     VACATION.  On  a  non-cumulative  basis,  the  Executive  shall  be
             --------
entitled  to  three (3) weeks of vacation in each successive twelve-month period
during  the  Term,  during  which  his  compensation  shall  be  paid  in  full.

     4.5     BENEFITS.  In  addition  to  the benefits specifically described in
             --------
this  Agreement,  the  Executive  shall  be  entitled to such benefits as may be
available  from time to time to executives of the Employer similarly situated to
the  Executive.  All  such  benefits  shall  be  awarded  and  administered  in
accordance  with  the Employer's standard policies and practices.  Such benefits
may  include,  by  way  of  example  only,  profit-sharing  plans, retirement or
investment  funds,


                                      A-7
<PAGE>
dental,  health,  life  and  disability  insurance benefits, sick leave and such
other  benefits  as  the  Employer  deems  appropriate.

     4.6     WITHHOLDING.  The  Employer  may  deduct  from  each  payment  of
             -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with applicable federal and state income, FICA and other withholding
requirements.

5.     EMPLOYER  INFORMATION.
       ---------------------

     5.1     OWNERSHIP  OFBANKEMPLOYER  INFORMATION.   All  Employer Information
             -----------------========-------------
received  or  developed  by  the  Executive  while employed by the Employer will
remain  the  sole  and  exclusive  property  of  the  Employer.

     5.2     OBLIGATIONS  OF  THE  EXECUTIVE.  The  Executive  agrees:
             -------------------------------

          (a)     to  hold  Employer  Information  in  strictest  confidence;

          (b)     not  to  use,  duplicate,  reproduce,  distribute, disclose or
     otherwise  disseminate  Employer Information or any physical embodiments of
     Employer  Information;  and

          (c)     in  any  event, not to take any action causing or fail to take
     any  action  necessary  in  order  to prevent any Employer Information from
     losing its character or ceasing to qualify as Confidential Information or a
     Trade  Secret.

In  the  event  that  the  Executive is required by law to disclose any Employer
Information,  the  Executive will not make such disclosure unless (and then only
to  the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is  given  to the Employer when the Executive becomes aware that such disclosure
has  been  requested and is required by law.  This Section 5 shall survive for a
period  of  two (2) years following termination of this Agreement for any reason
with  respect to Confidential Information, and shall survive termination of this
Agreement  for  any  reason  for so long as is permitted by applicable law, with
respect  to  Trade  Secrets.

     5.3     DELIVERY  UPON  REQUEST  OR  TERMINATION.  Upon  request  by  the
             ----------------------------------------
Employer, and in any event upon termination of his employment with the Employer,
the  Executive  will  promptly deliver to the Employer all property belonging to
the  Employer,  including,  without limitation, all Employer Information then in
his  possession  or  control.


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<PAGE>
6.     NON-COMPETITION.  The  Executive agrees that during his employment by the
       ---------------
Employer  hereunder  and,  in  the  event  of  his  termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,

for  a  period  of  twenty-four  (24)  months thereafter, or in the event of the
Executive's  termination  by  the  Employer  without  Cause  pursuant to Section
3.2.1(b),  for  six  (6)  months thereafter, he will not (except on behalf of or
with  the  prior  written  consent  of  the  Employer),  within the Area, either
directly  or  indirectly,  on  his  own behalf or in the service or on behalf of
others,  as an executive employee or in any other capacity which involves duties
and  responsibilities similar to those undertaken for the Employer (including as
an  organizer  or  proposed  executive  officer of a new financial institution),
engage  in  any  business  which  is  the same as or essentially the same as the
Business  of  the  Employer.

7.     NON-SOLICITATION  OF  CUSTOMERS.  The  Executive  agrees  that during his
       -------------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,

for  a  period  of  twenty-four  (24)  months thereafter, or in the event of the
Executive's  termination  by  the  Employer  without  Cause  pursuant to Section
3.2.1(b),  for  six  (6)  months thereafter, he will not (except on behalf of or
with  the  prior  written  consent of the Employer), within the Area, on his own
behalf  or in the service or on behalf of others, solicit, divert or appropriate
or  attempt  to  solicit,  divert  or  appropriate, any business from any of the
Employer's  customers,  including  prospective  customers actively sought by the
Employer,  with  whom  the Executive has or had material contact during the last
two  (2) years of his employment, for purposes of providing products or services
that  are  competitive  with  those  provided  by  the  Employer.

8.     NON-SOLICITATION  OF  EMPLOYEES.  The  Executive  agrees  that during his
       -------------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause pursuant to Section 3.2.1(a),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,

for  a  period  of  twenty-four  (24)  months thereafter, or in the event of the
Executive's  termination  by  the  Employer  without  Cause  pursuant to Section
3.2.1(b),  for  six  (6) months thereafter, he will not, within the Area, on his
own  behalf  or  in the service or on behalf of others, solicit, recruit or hire
away  or attempt to solicit, recruit or hire away, any employee of the Employer,
whether  or  not:


                                      A-9
<PAGE>
     -    such employee is a full-time employee or a temporary employee of the
          Employer,
     -    such employment is pursuant to written agreement, or
     -    such employment is for a determined period or is at will.

9.     REMEDIES.  The  Executive agrees that the covenants contained in Sections
       --------
5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of  the  Employer,  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Executive  agrees and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of the covenants.  The Employer and the Executive
agree  that  all  remedies  available  to  the  Employer  or  the  Executive, as
applicable,  shall  be  cumulative.

10.     SEVERABILITY.  The parties agree that each of the provisions included in
        ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall  be  redrawn  to  make  the  provision  consistent  with,  and  valid  and
enforceable  under,  the  law  or  public  policy.

11.     NO SET-OFF BY THE EXECUTIVE.  The existence of any claim, demand, action
        ---------------------------
or cause of action by the Executive against the Employer whether predicated upon
this  Agreement  or otherwise, shall not constitute a defense to the enforcement
by  the  Employer  of  any  of  its  rights  hereunder.

12.     NOTICE.  All  notices  and  other  communications  required or permitted
        ------
under  this  Agreement shall be in writing and shall be delivered by hand or, if
mailed,  shall  be  sent  via  the United States Postal Service, certified mail,
return  receipt requested or by overnight courier.  All notices hereunder may be
delivered  by  hand  or  overnight  courier,  in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement  shall  be  given  to  the  parties hereto at the following addresses:

          (i)    If to the Company, to it at:

                 Neighbors Bancshares, Inc.
                 2440 Old Million Parkway
                 Alpharetta, GA 30004

          (ii)   If to the Bank, to it at:

                 Neighbors Bank


                                      A-10
<PAGE>
                 2320 Old Milton Parkway
                 Alpharetta, GA 30004

          (iii)  If to the Executive, to him at:
                 _____________________
                 _____________________

Any  party  hereto  may  change  his  or  its address by advising the others, in
writing,  of  such  change  of  address.

13.     ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement
        ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement.

14.     WAIVER.  A  waiver  by one party to this Agreement of any breach of this
        ------
Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.     ARBITRATION.  Any  controversy  or  claim  arising out of or relating to
        -----------
this contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only  in  a  state  court of Fulton County or the federal court for the Northern
District  of Georgia.  The Employer and the Executive agree to share equally the
fees  and  expenses  associated  with  the  arbitration  proceedings.
EXECUTIVE  MUST  INITIAL  HERE:_______.

16.     ATTORNEYS'  FEES.  In the event that the parties have complied with this
        ----------------
Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.

17.     APPLICABLE  LAW.  This  Agreement  shall be construed and enforced under
        ---------------
and in accordance with the laws of the State of Georgia.

18.     INTERPRETATION.  Words  importing any gender include all genders.  Words
        --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.     ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  and  final
        -----------------
agreement  of  the  parties  on the subject matter stated in this Agreement.  No
amendment  or  modification of this


                                      A-11
<PAGE>
Agreement  shall  be  valid or binding upon the Employer or the Executive unless
made  in  writing  and  signed  by  both  parties.  All prior understandings and
agreements relating to the subject matter of this Agreement are hereby expressly
terminated.

20.     RIGHTS  OF  THIRD  PARTIES.  Nothing  herein expressed is intended to or
        --------------------------
shall  be  construed to confer upon or give to any person, firm or other entity,
other  than  the  parties  hereto  and  their  permitted  assigns, any rights or
remedies  under  or  by  reason  of  this  Agreement.

21.     SURVIVAL.  The  obligations  of the Executive pursuant to Sections 5, 6,
        --------
7,  8  and  9  shall  survive the termination of the employment of the Executive
hereunder  for  the  period  designated under each of those respective sections.

22.     JOINT  AND  SEVERAL.  The obligations of the Company and the Bank to the
        -------------------
Executive  hereunder  shall  be  joint  and  several.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                  ============================================
     IN  WITNESS  WHEREOF,  the  Employer  and  the  Executive have executed and
delivered this Agreement as of the date first shown above.


                                   NEIGHBORS BANCSHARES, INC.


                                   By:
                                        -----------------------------------
                                        Signature


                                        -----------------------------------
                                        Print  Name


                                        -----------------------------------
                                        Title




                                      A-12
<PAGE>

                                   NEIGHBORS BANK


                                   By:
                                        -----------------------------------
                                        Signature


                                        -----------------------------------
                                        Print  Name


                                        -----------------------------------
                                        Title




                              ---------------------------------------------
                              J.  ROSS  MYNATT

                              Date:________________________________




                                      A-13
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                             DUTIES OF THE EXECUTIVE
                             -----------------------


                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Function:
---------

The  Senior  Vice President and Chief Lending Officer has overall responsibility
for  the  lending  matters  of  the  Employer.

Required  Qualifications:
------------------------


[PLEASE  COMPLETE]

Principal  Accountabilities:
---------------------------


[PLEASE  COMPLETE]




                                      A-14
<PAGE>