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Exhibit 10.4
                              EMPLOYMENT AGREEMENT



THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into as of the
1st day of January , 1999, between DAVID L. EDGAR  ("Executive"),  and COMMUNITY
BANK OF GEORGIA, a state-chartered  Georgia banking  institution whose principal
place of business is located at 3333  Lawrenceville  Highway,  Tucker,  Georgia,
("Employer").

                                    RECITALS

         WHEREAS,  the  Board  of  Directors  of the  Employer  recognizing  the
experience  and knowledge of the Executive in the banking  industry,  determines
that it is in the best  interests of the Employer to arrange terms of employment
for  Executive  so as to induce  Executive  to remain in his  capacity  with the
Employer  for  the  term  as  set  forth  in  this  Employment   Agreement  (the
"Agreement"); and

         WHEREAS,  Executive  is willing  to provide  services  to  Employer  in
accordance with the terms and conditions hereinafter set forth.

         THEREFORE,  in the  consideration of the mutual promises and agreements
in these premises and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged  by the parties,  it is agreed as
follows:

SECTION 1.        EMPLOYMENT

         a. Employer  employs  Executive on the terms and  conditions  hereafter
stated as Employer's Vice President and Chief Financial  Officer to perform such
services and duties as the Board of Directors may, from time to time,  designate
during the term hereof.  Executive will also serve as Chief Financial Officer of
Georgia Bancshares,  Inc., ("Bancshares") Tucker, Georgia, the Employer's parent
bank holding company. Subject to the terms and conditions hereof, Executive will
perform such duties and exercise such authority as are customarily performed and
exercised by persons holding such office,  subject to the direction of the Board
of Directors.

         b.  Executive  accepts such  employment and shall devote his full time,
attention,  and best efforts to the diligent  performance  of his duties  herein
specified.

SECTION 2.        TERM OF EMPLOYMENT.

         a.       Executive's  employment under this Agreement shall commence on
January 1, 1999 and continue for a period of twelve  calendar months  concluding
on December 31, 1999.

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         b.  Executive's   employment   pursuant  to  this  Agreement  shall  be
terminated by the first to occur of any of the following:

                  i)       The death of the Executive;

                  ii)  The   Complete   Disability   of   Executive.   "Complete
Disability"  as used  herein  shall  mean the  inability  of  Executive,  due to
illness,  accident,  or any other physical or mental  incapacity,  to completely
fulfill his  obligations  hereunder  for an aggregate of ninety (90) days within
any period of 180 consecutive days during the term hereof;

                  iii)     The discharge of Executive by Employer for cause.

                           (1)  "Cause" as used herein  shall mean:  dishonesty;
         theft;  conviction  of a crime  (other than minor  traffic  violations)
         which is either a felony or a misdemeanor  involving  moral  turpitude;
         unethical  business conduct;  gross or repeated  negligence in carrying
         out Executive's  duties. In all instances other than dishonesty,  theft
         or conviction of a crime,  written notice of said activity,  negligence
         or violation  shall be provided by Employer to  Executive  along with a
         reasonable  period of time,  which  shall be not less than  ninety (90)
         days, in which to correct the deficiency.

                           (2)      Discharge for "Cause" shall require a 
two-thirds  majority vote of the entire Board of Directors of Employer.

                  iv)      Thirty  (30) days after Executive  has given  written
notice to Employer  of his intent to  terminate  his employment hereunder.

         c.   Termination  of  Executive's   employment   shall  constitute  his
resignation  as an  employee  of  Employer  (and  as  an  executive  officer  of
Bancshares) effective upon acceptance by Employer of that tender.

SECTION 3.        COMPENSATION.

For all services which  Executive may render to Employer  during the term hereof
Employer shall pay to Executive,  subject to such  deductions as may be required
by law, as set out below:

         a.       Annual Base Salary.  Executive  shall  receive a  salary based
On an annual rate of $80,000,  payable in equal monthly installments.

         b.  Performance  Bonus.  In  addition  to the  Executive's  annual base
salary, the Employer shall pay to Executive a performance bonus conditioned upon
the Employer attaining certain performance  criteria measured as of December 31,
1999.

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         The right to receive an annual  performance bonus is based upon meeting
or  exceeding  the  following  three (3)  established  goals with respect to (i)
return on average assets  ("ROAA"),  (ii) return on average equity ("ROE"),  and
(iii) average past due loans.
                  i)       Return on Average Assets of 1.25% or greater;
                  ii)      Return on Equity of 14.0% or greater; and
                  iii) Average past due loans not to exceed 1.25% of total loans
outstanding.

         Notwithstanding the foregoing,  no performance bonus shall be earned in
any year in which the Bank's composite C-A-M-E-L-S rating is less than "2".

         c. Severance Compensation.  If the Executive's employment is terminated
during  the term of this  Agreement  for  reasons  other  than  those  stated in
paragraph  2(b)(iii).  Employer  shall pay Executive as Severance  Compensation,
without set off, reduction, or diminution for other compensation which Executive
may receive from sources other than  Employer,  a sum equal to the gross monthly
compensation  which  would  then be  payable  to  Executive  under the terms and
conditions of this Agreement  without  reduction for taxes except as required by
law  for  twelve  (12)  consecutive  months.  ("Severance  Compensation").  Said
Severance Compensation shall be payable on the first day of each month following
Executive's  termination  of  employment.   Notwithstanding  the  foregoing,  if
mutually agreed between Employer and Executive,  the Severance  Compensation may
be paid in one  lump  sum or  other  equal  payments.  Employer  shall  maintain
Executive's full medical and disability benefits for Executive and his family at
no expense to Executive for twelve (12) months subsequent to said termination or
the remainder of the term of this  Agreement  whichever is greater.  Thereafter,
Executive shall be eligible to secure such medical and dental benefits as may be
available pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA") at Executive's  expense.  Notwithstanding the foregoing,  if Executive
tenders his  resignation  after ninety (90) days from the  commencement  of this
Agreement,  Executive shall be paid Severance  Compensation in the amount of six
(6) months compensation.

SECTION 4.        OTHER BENEFITS

During  the  term  of  Executive's  employment  hereinafter,  on and  after  the
effective  dates,  as noted,  Employer  shall furnish to Executive the following
benefits.

         a. A group  health  and  hospitalization  and dental  insurance  policy
covering the Executive and immediate family.

         b. A fully paid  vacation of fifteen (15) working days per year for the
duration and any continuance of this contract.  Time for such vacation/vacations
shall be determined  solely by the Executive  provided  Executive shall give the
President and Chief Financial  Officer of Employer,  reasonable  prior notice of
the Executive's scheduled vacation days.

         c. All reasonable  business expenses incurred for the attendance of the
Executive  and  his  spouse  at the  annual  meeting  of the  Community  Bankers
Association of Georgia's Leadership Division Conference.

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SECTION 5.        POST TERMINATION COVENANTS.

         a. Executive hereby expressly covenants and agrees that during the term
of his employment  whether or not pursuant to this Agreement and for a period of
twelve (12) months following the termination of his employment with Employer, if
said termination is pursuant to Section 2(b)(iv),  Executive shall not engage in
rendering or providing executive  managerial services as chief financial officer
or serve as chief  financial  officer of or to any  National  Bank or State Bank
Institution  located  within  an area of ten  (10)  miles of  Community  Bank of
Georgia's  main office or its  branches  without the express  permission  of the
Employer. This covenant shall not be effective against Executive in the event of
termination  of Executive  for any other  reason,  actual,  or  constructive  as
provided herein below.

SECTION 6.        CONFLICTS OF INTEREST.

Executive  shall not, while  employed by Employer,  accept  employment  with any
other  individual,  corporation,  partnership,  governmental  authority or other
entity,  or engage in any other venture for profit which the Employer's Board of
Directors  may consider by majority  vote of all of the  directors  then serving
with Executive abstaining to be in conflict with the Employer's best interest or
to be in  competition  with  the  performance  of  his  duties  hereunder.  This
restriction  does not preclude  Executive  from owning or being involved in real
estate or other  investments,  so long as such  does not  create a  conflict  of
interest  on the part of the  Executive  as to his  duties  and  obligations  to
Employer as set forth herein.  In addition,  the Executive may be a Board member
of  companies  not  in  competition  with  the  Employer.   Notwithstanding  the
foregoing,  Executive  may not be  involved in any of these  activities  without
first making a full  disclosure  to the Employer of the details of each proposed
endeavor.

SECTION 7.        WAIVER OF PROVISIONS.

Failure by any of the parties  hereto to insist,  in one or more  instances,  on
performance by the other in strict  accordance  with the terms and conditions of
this  Agreement  shall  not be deemed a waiver  or  relinquishment  of any right
granted hereunder or of the obligation of future performance of any such term or
condition or any other term or condition of this  Agreement,  unless such waiver
is contained in a writing signed by or on behalf of all the parties.

SECTION 8.        GOVERNING LAW.

This  Agreement  shall be governed by and  construed  and enforced in accordance
with the laws of the State of Georgia.  If for any reason any  provision of this
Agreement  shall  be held by a court  of  competent  jurisdiction  to be void or
unenforceable, the same shall not affect the remaining provisions hereof.

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SECTION 9.        MODIFICATION AND AMENDMENT.

This Agreement  contains the sole and entire  agreement among the parties hereto
and supersedes all prior  discussions and agreements among the parties,  and any
such prior agreements  shall,  from and after the date hereof, be null and void.
This  Agreement  shall not be modified  or amended  except by an  instrument  in
writing signed by or on behalf of all parties hereto.

SECTION 10.       NOTICE AND MAILING THEREOF.

Whenever  in this  Agreement  notice  is  required  to be given to either of the
parties hereto,  such notice shall be effective only if delivered to the parties
as follows by hand delivery or first class United States Mail:

                  If to Employer:      President and Chief Executive Officer
                                       Community Bank of Georgia
                                       3333 Lawrenceville Highway
                                       Tucker, Georgia 30084

                  If to Executive:     David L. Edgar
                                       111 Fielding Ridge
                                       Peachtree City, Georgia 30269

SECTION 11.       RECITALS, COUNTERPARTS AND HEADINGS.

The Recitals  appearing above are incorporated  into this Agreement as fully and
completely  as if set forth  expressly  herein and are an integral  part of this
Agreement.  This  Agreement  may be  executed  simultaneously  in any  number of
counterparts,  each of which shall be deemed an original  but all of which shall
constitute  one and the same  instrument.  The  headings  set out herein are for
convenience of reference and shall not be deemed a part of this Agreement.

SECTION 12.       SUCCESSORS.

This  Agreement  shall inure to the benefit of and be binding upon the Employer,
its successors  and assigns and upon the  Executive,  and his heirs and personal
representatives.  Neither  this  Agreement  nor  performance  hereunder  may  be
assigned by Executive.

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IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered as of the day and year first above written.


EXECUTIVE:                                  EMPLOYER:

                                            COMMUNITY BANK OF GEORGIA


/s/ David L. Edgar                          By: /s/ Ted A. Murphy 
David L. Edgar                                  Ted A. Murphy
                                                President and Chief Executive
                                                Officer


                                             ATTEST:

                                             By:     /s/ James L. Armstrong    
                                             Chairman, Compensation Committee