EMPLOYMENT AGREEMENT

      THIS  AGREEMENT  entered into this 26th day of January,  1995  ("Effective
Date"),  by and between Clayton County Federal Savings and Loan Association (the
"Association") and David B. Turner (the "Employee").

      WHEREAS,  the Employee has heretofore  been employed by the Association as
Chief Executive  Officer and is experienced in all phases of the business of the
Association; and

      WHEREAS,  the parties  desire by this writing to set forth the  continuing
employment relationship of the Association and the Employee.

      NOW, THEREFORE, it is AGREED as follows:

      1.  Employment.  The  Employee is  employed  in the  capacity as the Chief
Executive   Officer  of  the   Association.   The  Employee  shall  render  such
administrative  and management  services to the Association and any to-be-formed
parent savings and loan holding company ("Parent") as are currently rendered and
as  are  customarily  performed  by  persons  situated  in a  similar  executive
capacity. The Employee shall also promote, by entertainment or otherwise, as and
to the extent permitted by law, the business of the Association and Parent.  The
Employee's  other  duties  shall  be  such as the  Board  of  Directors  for the
Association  (the  "Board  of  Directors"  or  "Board")  may  from  time to time
reasonably direct, including normal duties as an officer of the Association.

     2. Base Compensation. The Association agrees to pay the Employee during the
term of this  Agreement  a salary at the rate of $75,000  per annum,  payable in
cash not less  frequently  than  monthly;  provided,  that the rate of such base
salary and total  compensation  shall be reviewed by the Board of Directors  not
less often than annually,  and Employee shall be entitled to receive annually an
increase in base salary at such  percentage or in such an amount as the Board of
Directors in its sole  discretion  may decide at such time upon a  determination
and  resolution of the Board of Directors  that the  performance of the Employee
has met the  requirements  and standards of the Board, and that such base salary
shall be increased. .

      3.  Discretionary  Bonus. The Employee shall be entitled to participate in
an  equitable  manner  with  all  other  senior  management   employees  of  the
Association in discretionary  bonuses that may be authorized and declared by the
Board of  Directors to its senior  management  employees  from time to time.  No
other  compensation  provided for in this Agreement shall be deemed a substitute
for the Employee's right to participate in such  discretionary  bonuses when and
as declared by the Board of Directors.


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     4. (a) Participation in Retirement and Medical Plans. The Employee shall be
entitled  to  participate  in any plan of the  Association  relating to pension,
profit-sharing,   or  other   retirement   benefits  and  medical   coverage  or
reimbursement  plans  that the  Association  may  adopt for the  benefit  of its
employees.

      (b)  Employee  Benefits;  Expenses.  The  Employee  shall be  eligible  to
participate in any fringe benefits which may be or may become  applicable to the
Association's senior management employees,  including by example,  participation
in any stock  option or  incentive  plans  adopted by the Board of  Directors of
Association or Parent, club memberships,  a reasonable expense account,  and any
other benefits which are commensurate with the responsibilities and functions to
be  performed  by the  Employee  under this  Agreement.  The  Association  shall
reimburse  Employee for all  reasonable  out-of-pocket  expenses  which Employee
shall incur in connection with his service for the Association.

      5. Term. The term of employment of Employee under this Agreement  shall be
for  the  period  commencing  on the  Effective  Date  and  ending  three  years
thereafter on January 25, 1998.  Additionally,  on each annual  anniversary date
from the Effective  Date, the term of employment  under this Agreement  shall be
extended for an additional one year period beyond the then effective  expiration
date upon a  determination  and  resolution  of the Board of Directors  that the
performance of the Employee has met the requirements and standards of the Board,
and that the term of such Agreement shall be extended.

      6.    Loyalty; Noncompetition.

      (a)  The  Employee  shall  devote  his  full  time  and  attention  to the
performance  of  his  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business  or activity  contrary  to the  business  affairs or  interests  of the
Association or Parent.

      (b) Nothing  contained  in this  Paragraph 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any business dissimilar from that of the Association or Parent, or, solely as
a passive or minority investor, in any business.

     7. Standards. The Employee shall perform his duties under this Agreement in
accordance with such reasonable  standards expected of employees with comparable
positions in comparable  organizations  and as may be  established  from time to
time by the Board of Directors.

     8.  Vacation  and Sick  Leave.  At such  reasonable  times as the  Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself

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voluntarily  from the performance of his employment  under this Agreement,  with
all such voluntary absences to count as vacation time; provided that:

      (a) The Employee shall be entitled to annual  vacation leave in accordance
with the policies as are periodically  established by the Board of Directors for
senior management employees of the Association.

      (b)  The  Employee  shall  not  be  entitled  to  receive  any  additional
compensation  from the  Association  on account of his failure to take  vacation
leave and Employee shall not be entitled to accumulate  unused vacation from one
fiscal year to the next,  except in either case to the extent  authorized by the
Board of Directors for senior management employees of the Association.

      (c) In addition to the aforesaid  paid  vacations,  the Employee  shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the  Association for such additional  periods of time and
for  such  valid  and  legitimate  reasons  as the  Board  of  Directors  in its
discretion may determine.  Further,  the Board of Directors shall be entitled to
grant to the  Employee a leave or leaves of absence  with or without pay at such
time or times and upon such terms and  conditions  as the Board of  Directors in
its discretion may determine.

      (d) In addition,  the  Employee  shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Association. In the event that any sick leave benefit shall not have been
used during any year,  such leave shall accrue to  subsequent  years only to the
extent authorized by the Board of Directors for employees of the Association.

      9.    Termination and Termination Pay.

      The Employee's  employment  under this Agreement  shall be terminated upon
any of the following occurrences:

      (a) The death of the Employee during the term of this Agreement,  in which
event the Employee's  estate shall be entitled to receive the  compensation  due
the  Employee  through the last day of the  calendar  month in which  Employee's
death shall have occurred.

      (b) The Board of Directors may terminate the Employee's  employment at any
time, but any termination by the Board of Directors  other than  termination for
Just Cause,  shall not prejudice the Employee's  right to  compensation or other
benefits  under the  Agreement.  The  Employee  shall  have no right to  receive
compensation or other benefits for any period after termination for

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Just Cause.  Termination for "Just Cause" shall include  termination  because of
the Employee's personal dishonesty,  incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of the Agreement.

      (c)  Except as  provided  pursuant  to  Section  12  herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors  without Just Cause, the Association shall be obligated to continue to
pay the Employee  the salary  provided  pursuant to Section 2 herein,  up to the
date of termination  of the term  (including any renewal term) of this Agreement
and the cost of Employee  obtaining  all  health,  life,  disability,  and other
benefits  which the Employee  would be eligible to  participate  in through such
date based upon the benefit levels  substantially  equal to those being provided
Employee at the date of termination of employment.

      (d)  If  the  Employee  is  removed  and/or  permanently  prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Association under this
Agreement shall terminate, as of the effective date of the order, but the vested
rights of the parties shall not be affected.

      (e) If the  Association  is in default (as  defined in Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

      (f) All obligations  under this Agreement  shall be terminated,  except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Association:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal  Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Association under the authority  contained in Section 13(c) of FDIA; or (ii)
by the  Director  of the  OTS,  or his or her  designee,  at the  time  that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Association or when the Association
is  determined  by  the  Director  of  the  OTS to be in an  unsafe  or  unsound
condition.  Any rights of the parties that have already vested,  however,  shall
not be affected by such action.

      (g) The  voluntary  termination  by the  Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled to receive only

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the  compensation,  vested rights,  and all employee  benefits up to the date of
such termination.

      (h) Notwithstanding  anything herein to the contrary, any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

      10.  Suspension  of  Employment  . If the  Employee  is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the  Association's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)), the Association's obligations under the Agreement
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the charges in the notice are dismissed, the Association shall,
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

      11. Disability.  If the Employee shall become disabled or incapacitated to
the extent  that he is unable to  perform  his  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the provisions of disability  insurance coverage in effect for Association
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the  Association  under the  provisions of disability  insurance  coverage in
effect for Association employees. Upon returning to active full-time employment,
the  Employee's  full  compensation  as set  forth  in this  Agreement  shall be
reinstated as of the date of commencement of such activities.  In the event that
the Employee returns to active  employment on other than a full-time basis, then
his  compensation  (as set  forth in  Paragraph  2 of this  Agreement)  shall be
reduced  in  proportion  to the  time  spent  in said  employment,  or as  shall
otherwise be agreed to by the parties.

      12.   Change in Control.

      (a) Notwithstanding any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
change in control of the Association or Parent, Employee shall be paid an amount
equal to the product of 2.99 times the  Employee's  "base  amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as

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amended (the "Code") and regulations promulgated  thereunder.  Said sum shall be
paid,  at the option of Employee,  either in one (1) lump sum within thirty (30)
days of such  termination  discounted to the present value of such payment using
as the discount  rate the "prime  rate" as published in the Wall Street  Journal
Eastern Edition as of the date of such payment, or in periodic payments over the
next 36 months or the remaining term of this Agreement  whichever is less, as if
Employee's  employment  had not been  terminated,  and such payments shall be in
lieu of any other future payments which the Employee would be otherwise entitled
to receive under Section 9 of this Agreement.  Notwithstanding the forgoing, all
sums  payable  hereunder  shall be reduced in such  manner and to such extent so
that no such payments made hereunder when  aggregated with all other payments to
be made to the  Employee  by the  Association  or the Parent  shall be deemed an
"excess  parachute  payment" in accordance  with Section 280G of the Code and be
subject to the  excise tax  provided  at Section  4999(a) of the Code.  The term
"control"  shall refer to the ownership,  holding or power to vote more than 25%
of the Parent's or Association's  voting stock, the control of the election of a
majority  of the  Parent's  or  Association's  directors,  or the  exercise of a
controlling  influence  over  the  management  or  policies  of  the  Parent  or
Association  by any person or by persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934. The term "person" means an
individual  other  than the  Employee,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

      (b) Notwithstanding any other provision of this Agreement to the contrary,
Employee may voluntary  terminate his  employment  under this  Agreement  within
twelve (12) months  following a change in control of the  Association or Parent,
and Employee  shall  thereupon  be entitled to receive the payment  described in
Section 12(a) of this Agreement, upon the occurrence, or within ninety (90) days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the  organizational  structure of the Association or
Parent,  Employee  would be required to report to a person or persons other than
the Board of the  Association  or  Parent;  (iii) if the  Association  or Parent
should fail to maintain Employee's base compensation in effect as of the date of
the  Change in Control  and the  existing  employee  benefits  plans,  including
material fringe  benefit,  stock option and retirement  plans;  (iv) if Employee
would  be  assigned  duties  and  responsibilities  other  than  those  normally
associated with his position as referenced at Section 1, herein; (v) if Employee
would not be elected or reelected to the Board of Directors of the  Association;
or  (vi) if  Employee's  responsibilities  or  authority  have  in any way  been
materially diminished or reduced.

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      (c) In the event any dispute shall arise between the Employee and the Bank
as to the terms or interpretation of this Agreement,  including this Section 12,
whether  instituted  by formal legal  proceedings  or  otherwise,  including any
action taken by Employee to enforce the terms of this Section 12 or in defending
against  any  action  taken by the Bank or  Parent,  the  Bank or  Parent  shall
reimburse Employee for all costs and expenses,  including reasonable  attorneys'
fees, arising from such dispute,  proceedings or actions following issuance of a
legal  judgement  by a court of competent  jurisdiction  finding in favor of the
Employee or the settlement of the dispute by the parties.  Such settlement to be
approved by the Board of the Bank or the Parent may include a provision  for the
reimbursement  by the Bank or Parent to the Employee for all costs and expenses,
including reasonable attorneys' fees, arising from such dispute,  proceedings or
actions,  or  the  Board  of  the  Bank  or  the  Parent  shall  authorize  such
reimbursement  of such costs and  expenses  by  separate  action  upon a written
action and determination of the Board that payment of such costs and expenses is
not  detrimental  to the Bank or the Parent.  Such  reimbursement  shall be paid
within  ten (10) days of  Employee  furnishing  to the Bank or Parent  evidence,
which may be in the form, among other things, of a canceled check or receipt, of
any costs or expenses incurred by Employee.

      13.   Successors and Assigns.

      (a) This  Agreement  shall inure to the benefit of and be binding upon any
corporate or other  successor of the  Association or Parent which shall acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Association or Parent.

      (b) Since the  Association  is  contracting  for the unique  and  personal
skills of the  Employee,  the  Employee  shall be  precluded  from  assigning or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Association.

     14.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

     15.  Applicable  Law.  This  agreement  shall be governed  by all  respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Georgia,  the extent  that  Federal law shall be deemed to
apply.

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     16.  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.

     17. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

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