EMPLOYMENT AGREEMENT
                              --------------------


         THIS AGREEMENT  entered into this 1st day of January,  1999 ("Effective
Date"),  by and between Heritage Bank (the "Bank") and Mr. Leonard Moreland (the
"Employee").

         WHEREAS,  the Employee is  experienced  in all phases of the management
and  operations of a insured  financial  institution  and is  experienced in all
phases of the business of the Bank; and

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

         NOW, THEREFORE, it is AGREED as follows:

         1. Employment.  Upon the Effective Date, the Employee shall be employed
in the  capacity  as the  Chief  Administrative  Officer  of the Bank  reporting
directly  to  the  President  of  the  Bank.  The  Employee  shall  render  such
administrative  and  management  services  to the Bank and CCF  Holding  Company
("Parent")  as are  customarily  performed  by  persons  situated  in a  similar
executive  capacity.  The Employee shall promote to the extent  permitted by law
the business of the Bank and Parent.  The Employee's  other duties shall be such
as the  President  or the  Board  of  Directors  for the  Bank  (the  "Board  of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank.

         2. Base Compensation.  As of the Effective Date, the Bank agrees to pay
the Employee  during the term of this Agreement a salary at the rate of $100,000
per annum, payable in cash not less frequently than semi-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 such  salary  shall be
subject  to  revision  from  time to time  within  the  sole  discretion  of the
President  and the  Board  upon a  determination  that  the  performance  of the
Employee has met the  requirements and standards of the President and the Board,
and that such base salary shall be adjusted.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an equitable manner with all other senior management employees of the Bank 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.

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


<PAGE>


         (b) Employee  Benefits;  Expenses.  The  Employee  shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Bank's senior management  employees.  The Bank shall reimburse  Employee for all
reasonable  out-of-pocket expenses which Employee shall incur in connection with
his service for the Bank.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period  commencing on the Effective Date and ending thirty-six months
thereafter.  Additionally,  not later than on each annual  anniversary date from
the  Effective  Date,  the term of  employment  under  this  Agreement  shall be
extended  for up to an  additional  one year  period  beyond the then  effective
expiration  date so  that  the  remaining  term of the  Agreement  shall  be for
twenty-four  months  thereafter 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 Bank
or Parent.

         (b) Nothing  contained  in this Section 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 Bank 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 President
or the Board of Directors shall in its discretion  permit, the Employee shall be
entitled to absent himself  voluntarily  from the  performance of his employment
under this Agreement as follows:

         (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 Bank.

         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the Bank 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 Bank.

         (c) 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 Bank.


<PAGE>

         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 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 Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein in effect as of the
date prior to such date of termination of employment for a period of twenty-four
months  thereafter  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 Bank'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 Bank 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 Bank 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 Bank:  (i) by the Georgia  Department of Banking and
Finance, or his or her designee,  at the time that the Federal Deposit Insurance
Corporation  ("FDIC")  enters into an agreement to provide  assistance  to or on
behalf of the Bank under the  authority  contained in Section  13(c) of FDIA; or
(ii) by the Director of the FDIC, or his or her  designee,  at the time that the
Director of the FDIC, or his or her designee  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the FDIC to be in an unsafe or unsound


<PAGE>

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 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 Bank'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 Bank'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 Bank may in its discretion (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 receive the  compensation and
benefits  provided  under the  provisions  of disability  insurance  coverage in
effect for Bank 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 Section 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 Bank 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 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.


<PAGE>

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 Bank 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 Bank's  voting  stock,  the control of the
election of a majority of the Parent's or Bank's directors, or the exercise of a
controlling  influence  over the management or policies of the Parent or Bank 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 Bank 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 Bank or Parent,
Employee  would be  required  to report to a person or  persons  other  than the
President or the Board of the Bank or Parent; (iii) if the Bank 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
reelected  to the  Board  of  Directors  of the  Bank;  or  (vi)  if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

         (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 


<PAGE>

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 Bank 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 Bank or Parent.

         (b) Since the Bank 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
Bank.

         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 in 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.

         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.

<PAGE>


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



                                       Heritage Bank


ATTEST:                                By:/s/ David B. Turner, President  
                                          --------------------------------------

/s/ Charles S. Tucker 
-----------------------------
Secretary


WITNESS:

/s/ Jenny Owen                          /s/ Leonard Moreland  
------------------------------          ----------------------------------------
                                        Leonard Moreland, Employee


<PAGE>

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 1st day of January,  1999 ("Effective  Date"), by and between Heritage Bank
(the "Bank") and Richard P. Florin (the "Employee").

         WHEREAS,  the Employee is currently employed by the Bank as Senior Vice
President and is  experienced in all phases of the financial  services  industry
and the business of the Bank; and

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The Employee is employed in the capacity as the Senior
Vice President of the Bank. The Employee  shall render such  administrative  and
management  services  to the  Bank and CCF  Holding  Company  ("Parent")  as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
President or the Board of Directors  for the Bank (the "Board of  Directors"  or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Bank and the Parent.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
period  commencing  on the  Effective  Date and ending  twenty-four  (24) months
thereafter ("Term").  Additionally,  on, or before, each annual anniversary date
from the Effective Date, the Term of this Agreement may be extended for up to 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.

         3.  Termination  of  Employment  in Connection  with or Subsequent to a
             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 Bank or Parent,  Employee shall be paid an amount equal
to 100% of the taxable  compensation paid to Employee by the Bank for the twelve
month  period  prior to the date of  termination  of  employment  (whether  said
amounts were received or deferred by the Employee) and the costs associated with
maintaining coverage under the Bank's medical and dental insurance reimbursement
plans similar to that in effect on the date of  termination  of employment for a
period  of one year  thereafter.  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


<PAGE>

rate" as published in the Wall Street Journal  Eastern Edition as of the date of
such payment  minus 100 basis points,  or in periodic  payments over the next 12
months,  and such payments  shall be in lieu of any other future  payments which
the  Employee  would be  otherwise  entitled  to  receive.  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 Bank or the Parent shall be deemed an
"excess  parachute  payment" in  accordance  with  Section  280G of the Internal
Revenue  Codes of 1986, as amended (the "Code") and be subject to the excise tax
provided at Section  4999(a) of the Code.  The term  "Change in  Control"  shall
mean:  (i) the  execution  of an  agreement  for the sale of all,  or a material
portion,  of the  assets of the Bank or the  Parent;  (ii) the  execution  of an
agreement  for a merger  or  recapitalization  of the Bank or the  Parent or any
merger or  recapitalization  whereby the Bank or the Parent is not the surviving
entity;  (iii) a change  in  control  of the Bank or the  Parent,  as  otherwise
defined  or  determined  by the  Office of  Thrift  Supervision  or  regulations
promulgated  by it; or (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d) of the  Securities  Exchange  Act of 1934 and the  rules  and  regulations
promulgated  thereunder) of twenty-five percent (25%) or more of the outstanding
voting  securities  of the Bank or the Parent by any  person,  trust,  entity or
group.  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 except as provided at Sections 4(b),  4(c),  4(d), 4(e) and 5, Employee
may voluntarily terminate his employment under this Agreement within twenty-four
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(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 Bank or Parent,
Employee  would be  required  to report to a person or  persons  other  than the
Executive Vice President and Chief Administrative  Officer; (iii) if the Bank or
Parent should fail to maintain the Employee's base  compensation in effect as of
the  date of the  Change  in  Control  and  existing  employee  benefits  plans,
including material fringe benefit,  stock option and retirement plans, except to
the  extent  that such  reduction  in  benefit  programs  is part of an  overall
adjustment  in  benefits  for all  employees  of the Bank or Parent and does not
disproportionately  adversely  impact the  Employee;  (iv) if Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his  position  as  referenced  at  Section  1,  herein;  or  (v)  if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

         4.  Other Changes in Employment Status.

         (a) Except as provided for at Section 3, herein, the Board of Directors
may terminate the  Employee's  employment at any time with or without Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be retained in the employment or


<PAGE>

service of the Bank, or to interfere with the right of the Bank to terminate the
employment  of the  Employee at any time.  The  Employee  shall have no right to
receive compensation or other benefits for any period after termination for 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.

         (b) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank'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 Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

         (c) If the Bank 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.

         (d) 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 Bank:  (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 Bank 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  ofthe Bank or when the Bank 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.

         (e) 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.

         5.  Suspension  of  Employment . If the  Employee is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank'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 Bank'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 Bank may within its discretion
(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.

<PAGE>

         6.  Successors and Assigns.

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

         (b) The Employee  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

         7.  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.

         8.  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,  except to the extent  that  Federal law shall be
deemed to apply.

         9.  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.

         10. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")nearest  to the home  office of the  Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  The Bank shall reimburse  Employee for all reasonable
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  following the delivery of the decision of the
arbitrator  finding in favor of the  Employee.  Further,  the  settlement of the
dispute 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
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from  such  dispute,  proceedings  or  actions,  or the Board of the Bank or the
Parent may authorize such reimbursement of such reasonable costs and expenses by
separate action upon a written action and  determination  of the Board following
settlement of the dispute.

         11.  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.


<PAGE>

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


                                       Heritage Bank



ATTEST:                                By:/s/ David B. Turner, President  
                                          --------------------------------------

/s/ Charles S. Tucker     
-----------------------------
Secretary


WITNESS:

/s/ Leonard Moreland                    /s/ Richard Florin   
-----------------------------           ----------------------------------------
                                        Richard P. Florin, Employee