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Exhibit 10.3
                           CHANGE OF CONTROL AGREEMENT


         THIS AGREEMENT,  made as of the 30th day of April, 1998, by and between
COMMUNITY BANK OF GEORGIA  (hereinafter  referred to as the "Bank") and DAVID L.
EDGAR  (hereinafter  referred  to  as  "Executive"),   establishes  a  severance
arrangement  between the parties in the event of a change of control the Bank or
its parent bank holding company, Georgia Bancshares, Inc. ("Bancshares").

                              W I T N E S S E T H:

         WHEREAS, Executive is currently serving as the Chief Financial  Officer
 and Vice President of the Bank; and

         WHEREAS, the Bank desires that Executive continue to serve as the Chief
Financial  Officer  and Vice  President  of the Bank by  providing  Executive  a
measure of security; and

         WHEREAS, the Bank wants to continue to have the benefits of Executive's
full time and  attention  to the affairs of the Bank  without  diversion  due to
concerns about a possible change of control;

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein and other  good and  valuable  consideration,  receipt of which is hereby
acknowledged, the Bank and Executive agree as follows:

         1. Payment of Severance  Amount.  If the Executive's  employment by the
Bank or any successor of the Bank shall be subject to an Involuntary Termination
within the Covered  Period,  then the Bank shall pay to the  Executive an amount
equal to the Severance Amount, payable within 15 days after the Termination Date
(the date on which  Executive's  employment with the Bank is  discontinued).  In
addition,  Executive  will  immediately  be entitled to payment of the Severance
Amount if,  following a Change of Control,  any successor to the Bank refuses to
acknowledge and accept the obligations of the Bank hereunder.

         2.       Definitions.  All the terms defined in this Paragraph 2  shall
have the meaning given below throughout this Agreement.
                                

                  a.  An  "Affiliate"  shall  mean  any  entity  which  owned by
controls, is  owned  by or  is under common ownership or control with, the Bank.

                  b.  "Base  Annual  Salary"  shall,  as  determined   on    the
Termination Date, be equal to the greater of:

                           i)       the Executive's   annual  salary   excluding
                                    bonuses on the  date of the earliest  Change
                                    of Control to occur during the Covered 
                                    Period; or

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                           ii)      the  Executive's  annual  salary   excluding
                                    bonuses on the Termination Date.

                  c.  "Change in Duties" shall mean any one or more  of the
        following:

                           i) a significant  change in the nature  or  scope  of
                  the    Executive's    authorities   or   duties   from   those
                  applicable  to  him immediately prior to the date on  which  a
                  Change of Control occurs;

                           ii) a reduction in the Executive's Base Annual Salary
                  from that  provided  to him  immediately  prior to the date on
                  which a Change of Control occurs;

                           iii) any diminution in the Executive's eligibility to
                  participate or level of participation  in bonus,  stock option
                  and other  compensation  plans which provide  opportunities to
                  receive compensation, from the greater of:

                                    -the opportunities provided by the Bank  for
                                     executives with comparable duties; or

                                    -the  opportunities  under  any  such  plans
                                    under which he was participating immediately
                                    prior  to the  date  on  which a  Change  of
                                    Control occurs;

                           iv) a diminution in Executive benefits (including but
                  not limited to medical,  dental,  life insurance and long-term
                  disability  plans) and  perquisites  applicable  to Executive,
                  from the greater of:

                                    -the Executive benefits and perquisites 
                                     provided by the Bank to executives with 
                                     comparable duties; or

                                    -the Executive  benefits and perquisites to
                                     which he was entitled  immediately prior to
                                     the  date  on  which  a  Change  in Control
                                     occurs;

                           v) a  change  in  the  location  of  the  Executive's
                  principal  place of employment by the Bank (more than 50 miles
                  from  the   location   where  he  was   principally   employed
                  immediately  prior to the date on  which a Change  of  Control
                  occurs) to which Executive has not agreed;

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                  d.  A  "Change  of  Control"  shall  be  deemed  to  have 
        occurred if:

                           i) any "person," including a "group" as determined in
                  accordance  with Section  13(d)(3) of the Securities  Exchange
                  Act of 1934 (the "Exchange  Act") (other than  Bancshares,  or
                  any Executive benefit plan, as defined in ERISA, of any of the
                  foregoing)  is or becomes the  beneficial  owner,  directly or
                  indirectly,  of securities of Bancshares  representing  25% or
                  more  of  the  combined  voting  power  of  Bancshares's  then
                  outstanding securities;

                           ii) as a result of, or in connection with, any tender
                  offer or exchange offer, merger or other business combination,
                  sale of assets or contested  election,  or any  combination of
                  the foregoing transactions (a "Transaction"),  the persons who
                  were  directors  of  the  Bank  and   Bancshares   before  the
                  Transaction  shall cease to constitute a majority of the Board
                  of Directors of the Bank or Bancshares or any successor to the
                  Bank or Bancshares;

                           iii) the Bank or Bancshares is merged or consolidated
                  with  another  corporation  and as a result  of the  merger or
                  consolidation   less  than  75%  of  the  outstanding   voting
                  securities  of the  surviving or resulting  corporation  shall
                  then be owned in the aggregate by the former,  shareholders of
                  Bancshares,  other than (x)  affiliates  within the meaning of
                  the   Exchange   Act  or  (y)  any  party  to  the  merger  or
                  consolidation;

                           iv) a  tender  offer  or  exchange  offer is made and
                  consummated  for the  ownership of  securities  of  Bancshares
                  representing  50% or  more of the  combined  voting  power  of
                  Bancshares's then outstanding voting securities; or

                           v)       the  Bank  transfers  substantially  all  of
                  its  assets  to  another  corporation  which  is not a wholly-
                  owned subsidiary of Bancshares.

                  e.  "Covered  Period" for the  Executive  shall mean two years
following  the  occurrence  of  any  Change  of  Control, including a Change  of
Control  following  another/other Change(s) of Control.

                  f.  "Involuntary  Termination"  shall  mean  any   termination
during the Covered Period which:
 
                           i)       does not result  from  a resignation  by the
                   Executive  (other than a resignation pursuant to clause ii)of
                   this subparagraph (f)); or 

                           ii)  results  from  a  resignation  submitted  to the
                  Employer in writing within six months  following any Change in
                  Duties; provided,  however, the term "Involuntary Termination"
                  shall not include:

                           x.       a Termination for Cause, or
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                           y. any termination as a result of death,  disability,
                           or normal retirement pursuant to a retirement plan to
                           which the  Executive  was subject prior to any Change
                           in Control.

                  g.  "Severance Amount" is  equal to one hundred percent (100%)
of the Executive's then Base Annual Salary.

                  h.  "Termination for Cause" shall mean only a termination as a
result of fraud, gross negligence, gross dereliction of duties, misappropriation
of or intentional material damage to the  property or business  of the  Bank  or
Bancshares  or a commission of a felony by the Executive.

         3. Notices.  Notices and all other  communications under this Agreement
shall be in writing  and shall be deemed  given  when  personally  delivered  or
mailed by United States registered or certified mail, return receipt  requested,
postage prepaid, addressed as follows:

                  If to the Company to:

                  Community Bank of Georgia
                  3333 Lawrenceville Highway
                  Tucker, Georgia
                  Attention: Secretary of Bancshares,  or its successor,  
                             with copies to the President of Bancshares, or
                             its successor and the President of the Bank,
                             or its successor.

                  If to the Executive to:

                  Mr. David L. Edgar
                  Community Bank of Georgia
                  3333 Lawrenceville Highway
                  Tucker, Georgia  30084-7132

or to such other  address as either  party may  furnish to the other in writing,
except that notice of changes of address shall be effective only upon receipt.

         4.       Applicable  Law.  This  contract is entered  into under,   and
shall be governed  for all purposes by, the laws of the State of Georgia.

         5. Severability.  If a court of competent jurisdiction  determines that
any provision of this Agreement is invalid or unenforceable, then the invalidity
or  unenforceability  of  that  provision  shall  not  affect  the  validity  or
enforceability of any other provision of this Agreement and all other provisions
shall remain in full force and effect.

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         6.  Withholding  of  Taxes;  Set-Off.  The Bank may  withhold  from any
benefits payable under this Agreement all federal, state, city or other taxes as
may be required  pursuant to any law,  governmental  regulation  or ruling.  The
right of Executive to receive benefits under this Agreement,  however,  shall be
absolute  and shall not be subject  to any  set-off,  counterclaim,  recoupment,
defense,  duty to  mitigate,  or other  rights the Bank may have  against him or
anyone else.

         7. Not An Employment Agreement;  Subsequent Employment. Nothing in this
Agreement  shall give the  Executive  any rights (or impose any  obligation)  to
continued employment by the Bank or any successor of the Bank or Bancshares, nor
shall it give the Bank any rights (or impose any  obligations) for the continued
performance  of  duties  by the  Executive  for the  Bank or any  subsidiary  or
successor of the Bank or Bancshares. Executive's right to receive benefits under
this  Agreement  shall not be reduced by Executive's  employment  with any other
employer  after  terminating  employment  with the Bank.  Any  compensation  for
services  rendered or consulting fees earned after the date of termination shall
not diminish Executive's right to receive all amounts due hereunder.

         8. No Assignment. The Executive's right to receive payments or benefits
under this Agreement shall not be assignable or transferable, whether by pledge,
creation of a security  interest or otherwise,  other than a transfer by will or
by the  laws  of  descent  and  distribution.  In  the  event  of any  attempted
assignment  or  transfer  contrary  to this  paragraph,  the Bank  shall have no
liability  to pay any amount so attempted  to be assigned or  transferred.  This
Agreement  will inure to the benefit of and be  enforceable  by the  Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

         9.  Successors.  This Agreement  shall be binding upon and inure to the
benefit of the Bank, its successors and assigns (including,  without limitation,
any company into or with which the Bank or Bancshares may merge or consolidate).

         10. Executive's Indemnity. Executive shall be entitled to any indemnity
provided to officers of the Bank immediately prior to the Change of Control. Any
changes to the Bank's bylaws or otherwise which reduce any indemnity  granted to
officers  shall not  affect  the rights  granted  hereunder.  The Bank shall not
reduce any of Executive's  indemnity  benefits without the prior written consent
of Executive.  Any  references to Georgia law in the bylaws of the Bank or other
documents granting indemnity to Executive shall be deemed to be references as of
the date of this  Agreement,  and any  amendments  to Georgia  law,  including a
revocation thereof, shall not reduce the indemnity benefits granted hereunder.

         11.  Term.  This  Agreement  shall be  effective  as of the date  first
above-written  and  shall  remain  in  effect  for  a  period  of  three  years.
Notwithstanding  anything  herein to the  contrary,  in the event of a Change of
Control during the initial,  or any  subsequent,  term of this  Agreement,  this
Agreement  shall  remain in effect until the later of (a) the end of the term of
the Agreement or (b) the day after the last day in the Covered Period.

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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.

                                          COMMUNITY BANK OF GEORGIA




                                           /s/ Ted A. Murphy 
                                           President and Chief Executive
                                           Officer

                                           EXECUTIVE



                                           /s/ David L. Edgar  
                                           David L. Edgar