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

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

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

         WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank 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 Bank. The Employee shall render such administrative and
management  services to the Bank 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 Bank and Parent.  The  Employee's  other
duties  shall be such as 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 $110,000
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 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 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,  including by example,  participation in any
stock  option or  incentive  plans  adopted by the Board of Directors of Bank 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 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  three  years
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 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 Bank
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 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 Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  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 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.


<PAGE>


         (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 Bank 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 Bank.  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 Bank.

         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,  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 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.

<PAGE>

         (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 their  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 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 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 Bank
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the Bank 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

<PAGE>

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 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.  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 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  


<PAGE>


elected  or  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 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 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.

         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.


<PAGE>


         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.

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


                                       Heritage Bank


ATTEST:                                By:/s/ Leonard Moreland             
                                          --------------------------------------

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


WITNESS:

/s/ Jenny Owen                            /s/ David B. Turner   
-----------------------------             --------------------------------------
                                          David B. Turner, Employee