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                                  EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

                  THIS  AGREEMENT is made  effective as of December 28, 2001, by
and between MOUNTAIN  NATIONAL BANK (the "Bank"),  Sevierville,  Tennessee;  and
Dwight B. Grizzell (the "Executive").

                  WHEREAS,  the Bank wishes to assure  itself of the services of
Executive for the period provided in this Agreement; and

                  WHEREAS,  the Executive is willing to serve in the  employment
of the Bank on a full-time basis for said period.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained,  and upon the other terms and conditions hereinafter provided,
the parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES.

         During  the period of his  employment  hereunder,  Executive  agrees to
serve as President and Chief Executive Officer of the Bank.

2. TERMS AND DUTIES.

         (a) The term of this Agreement  shall be deemed to have commenced as of
the date first above written and shall continue for a period of thirty-six  (36)
full calendar  months  thereafter.  Upon the  expiration of this Agreement for a
period of twelve (12) months, the Executive agrees that he will not compete with
the Bank in any city or town in which the Bank operates a branch or main office.
For purposes of this  paragraph,  the term "compete" shall have the same meaning
as that more fully described in Paragraph 10, Non-Competition.

         (b) During the period of his employment  hereunder,  except for periods
of absence  occasioned  by  illness,  vacation  periods,  and leaves of absence,
Executive shall devote  substantially all his business time,  attention,  skill,
and  efforts  to the  faithful  performance  of his duties  hereunder  including
activities and services related to the organization, operation and management of
the Bank;  provided,  however,  that, from time to time, Executive may serve, or
continue to serve,  on the boards of directors of, and hold any other offices or
positions in, companies or  organizations,  which will not materially affect the
performance of Executive's duties pursuant to this Agreement.

3. COMPENSATION AND REIMBURSEMENT.

         (a) The  compensation  specified under this Agreement shall  constitute
the salary and benefits  paid for the duties  described in Sections 1 and 2. The
Bank shall pay  Executive as  compensation  a salary of One Hundred  Thirty-Five
Thousand Dollars ($135,000) per year ("Base Salary").  Such Base Salary shall be
payable in accordance with the customary  payroll  practices of the Bank. During
the period of this Agreement, Executive's Base Salary shall be reviewed at least
annually;  the first  such  review  will be made no later than one year from the
date of this Agreement.  Such review shall be conducted by Chairman of the Board
of the Bank and the Chairman of the Board may increase  Executive's Base Salary.
In addition to the Base Salary  provided in this  Section  3(a),  the Bank shall
provide to Executive at no additional  cost to Executive all such other benefits
as are provided to regular full-time employees of the Bank.

         (b) Executive will be entitled to  participate  in or receive  benefits
under any employee benefit plans  including,  but not limited to, stock options,
retirement plans,  supplemental retirement plans, pension plans,  profit-sharing
plans, health-and-accident plans, medical coverage or any other employee benefit
plan or  arrangement  made  available  by the Bank in the  future to its  senior
executives and key management  employees,  subject to, and on a basis consistent
with,  the  terms,  conditions  and  overall  administration  of such  plans and
arrangements.  Executive will be entitled to incentive  compensation and bonuses
as provided in any plan,  or pursuant to any  arrangement  of the Bank, in which
Executive is eligible to  participate.  Nothing paid to the Executive  under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which the Executive is entitled under this  Agreement,  except as provided under
Section 5(e).

         (c)  Executive   will  be   reimbursed   for   reasonable   travel  and
entertainment expenses.


4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination  (as herein defined)
during the Executive's term of employment  under this Agreement,  the provisions
of  this  Section  shall  apply.  As  used  in  this  Agreement,  an  "Event  of
Termination"  shall mean and include any one or more of the  following:  (i) the
termination by the Bank of Executive's  full-time  employment  hereunder for any
reason  other  than a Change in Control  as  defined  in  Section  5(a)  hereof;
disability,  as defined in Section 6(a) hereof; death; retirement, as defined in
Section 7 hereof; or for Cause, as defined in Section 8 hereof; (ii) Executive's
resignation  from the Bank's  employment,  upon (A), unless  consented to by the
Executive,   a   material   change   in   Executive's   function,   duties,   or
responsibilities, which change would cause Executive's position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof described in Sections 1 and 2, above, (any such material change shall be
deemed a continuing  breach of this Agreement);  (B) a relocation of Executive's
principal place of employment by more than fifty (50) miles from its location at
the effective date of this  Agreement,  or a material  reduction in the benefits
and  perquisites to Executive from those being provided as of the effective date
of this  Agreement;  (C) the  liquidation or dissolution of the Bank; or (D) any
breach of this Agreement by the Bank. Upon the occurrence of any event described
in clauses (A), (B), (C), or (D), above, Executive shall have the right to elect
to terminate his employment  under this  Agreement by resignation  upon not less
than sixty (60) days prior written  notice to the Bank given within a reasonable
period  of time not to  exceed,  except  in case of a  continuing  breach,  four
calendar months after the event giving rise to said right to elect.

         (b) Upon the occurrence of an Event of Termination,  the Bank shall pay
Executive,  or,  in the  event  of his  subsequent  death,  his  beneficiary  or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages, or both, a lump sum payment equal to twelve (12) months Base Salary.
<PAGE>
         (c) Upon the occurrence of an Event of Termination, the Bank will cause
to be continued  life,  medical,  dental and disability  coverage  substantially
identical  to the coverage  maintained  by the Bank for  Executive  prior to his
termination  for a period of twelve (12) months at the Bank's  expense.  A COBRA
notice  will issue upon the date of  termination.  Any  COBRA-mandated  coverage
extensions  beyond the first  twelve  (12)  months  will be at the option of the
Executive  and paid for by him as provided  by law unless he has  secured  other
coverage from another source extinguishing his coverage rights.

5. CHANGE IN CONTROL.

         (a) No benefit  shall be paid under this  Section 5 unless  there shall
have occurred a Change in Control of the Bank. For purposes of this Agreement, a
"Change in Control" of the Bank shall be deemed to occur if and when:

                  (i) there occurs an acquisition in one or more transactions of
         at least 15 percent but less than 25 percent of the Common Stock by any
         Person, or by two or more Persons acting as a group (excluding officers
         and directors of the Bank),  and the adoption by the Board of Directors
         of a  resolution  declaring  that a change in  control  of the Bank has
         occurred; or

                  (ii)  there  occurs a merger,  consolidation,  reorganization,
         recapitalization or similar transaction involving the securities of the
         Bank upon the  consummation  of which  more than 50  percent  in voting
         power of the voting securities of the surviving  corporation(s) is held
         by Persons other than former shareholders of the Bank; or

                  (iii)  25  percent  or  more  of  the  directors   elected  by
         shareholders of the Bank to the Board of Directors are persons who were
         not listed as nominees in the Bank's then most recent  proxy  statement
         (the "New Directors").

         (b) If any of the events described in Section 5(a) hereof  constituting
a Change in Control have occurred or the Board of the Bank has determined that a
Change in Control has  occurred,  Executive  shall be  entitled to the  benefits
provided in  paragraphs  (c), (d) and (e) of this Section 5 upon his  subsequent
involuntary  termination  of  employment  at any  time  during  the term of this
Agreement (or voluntary  termination following a Change of Control following any
demotion,  loss of title,  office or  significant  authority,  reduction  in his
annual  compensation  or  benefits,  or  relocation  of his  principal  place of
employment  by more than 50 miles  from its  location  immediately  prior to the
Change in Control),  unless such termination is because of his death, retirement
as provided in Section 7, termination for Cause, or termination for Disability.

         (c)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's  termination of employment,  the Bank shall pay Executive, or in the
event of his subsequent death, his beneficiary or beneficiaries,  or his estate,
as the case may be, as severance pay or liquidated damages, or both, a sum equal
to  one  (1)  time  the  Executive's   "base  amount,"  within  the  meaning  of
ss.280G(b)(3)  of the Internal Revenue Code of 1986 ("Code"),  as amended.  Such
payment shall be made in a lump sum paid within ten (10) days of the Executive's
Date of Termination.
<PAGE>
         (d)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's termination of employment, the Bank will cause to be continued life,
medical,  dental and disability coverage substantially identical to the coverage
maintained  by the  Bank for  Executive  prior to his  severance.  In  addition,
Executive shall be entitled to receive the value of employer  contributions that
would have been made on the  Executive's  behalf over the remaining  term of the
agreement to any  tax-qualified  retirement plan sponsored by the Bank as of the
Date of Termination.  Such coverage and payments shall cease upon the expiration
of twelve (12) months.

         (e) Upon the  occurrence of a Change in Control the Executive  shall be
entitled to receive  benefits due him under,  or  contributed by the Bank on his
behalf,   pursuant  to  any  retirement,   incentive,   profit  sharing,  bonus,
performance, disability or other employee benefit plan maintained by the Bank on
the  Executive's  behalf to the extent that such benefits are not otherwise paid
to the Executive upon a Change in Control.

         (f) Notwithstanding the preceding  paragraphs of this Section 5, in the
event that the  aggregate  payments  or  benefits  to be made or afforded to the
Executive  under this  Section  would be deemed to include an "excess  parachute
payment"  under ss.280G of the Code,  such payments or benefits shall be payable
or provided to Executive in equal monthly  installments  over the minimum period
necessary to reduce the present  value of such payments or benefits to an amount
which is one  dollar  ($1.00)  less than three (3) times the  Executive's  "base
amount" under ss.280G(b)(3) of the Code.

         (g)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's  termination  of employment,  the Executive  agrees that he will not
compete with the Bank or the  surviving  financial  institution  for a period of
twelve  (12)  months in any city or town in which the Bank  operates a branch or
main office.  For purposes of this paragraph,  the term "compete" shall have the
same meaning as more fully defined in Paragraph 10, Non-Competition.

6. TERMINATION FOR DISABILITY.

         1. If the Executive shall become disabled as defined in the Bank's then
current disability plan (or, if no such plan is then in effect, if the Executive
is permanently and totally  disabled  within the meaning of Section  22(e)(3) of
the Code as  determined by a physician  designated  by the Board),  the Bank may
terminate Executive's employment for "Disability."

         2. Upon the Executive's  termination of employment for Disability,  the
Bank will pay  Executive,  as  disability  pay,  a  bi-weekly  payment  equal to
two-thirds  (2/3) of Executive's  bi-weekly rate of Base Salary on the effective
date of such  termination.  These  disability  payments  shall  commence  on the
effective date of Executive's termination and will end on the earlier of (i) the
date  Executive  returns  to the  full-time  employment  of the Bank in the same
capacity as he was employed prior to his termination for Disability and pursuant
to an employment  agreement  between  Executive and the Bank;  (ii)  Executive's
full-time  employment by another employer;  (iii) Executive attaining the normal
expected  retirement  age  or  age  65 if  the  Executive  so  elects;  or  (iv)
Executive's  death.  The disability pay shall be reduced by the amount,  if any,
paid to the Executive under any plan of the Bank providing  disability  benefits
to the Executive.
<PAGE>
         3. The Bank  will  cause to be  continued  life,  medical,  dental  and
disability  coverage  substantially  identical to the coverage maintained by the
Bank for Executive prior to his  termination  for Disability.  This coverage and
payments shall cease upon the earlier of (i) the date  Executive  returns to the
full-time  employment of the Bank, in the same capacity as he was employed prior
to his  termination  for  Disability  and  pursuant to an  employment  agreement
between Executive and the Bank; (ii) Executive's full-time employment by another
employer;  (iii)  Executive's  attaining normal  retirement age or age 65 if the
Executive so elects; or (iv) the Executive's death.

         4.  Notwithstanding  the  foregoing,  there will be no reduction in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.

         5. Executive  agrees that he will not compete with the Bank in any city
or town in which  the Bank  operates  a branch  or main  office  for a period of
twelve (12) months following his retirement from his employment by the Bank. For
purposes of this  paragraph,  the term "compete"  shall have the same meaning as
more fully defined in Paragraph 10, Non-Competition.

7. TERMINATION UPON RETIREMENT; DEATH OF EXECUTIVE.

         Termination by the Bank of Executive based on  "Retirement"  shall mean
retirement  at  age  65  or  in  accordance  with  any  retirement   arrangement
established  with  Executive's  consent with respect to him. Upon termination of
Executive upon Retirement, Executive shall be entitled to all benefits under any
retirement plan of the Bank and other plans to which Executive is a party.  Upon
the death of the Executive during the term of this Agreement, the Bank shall pay
to Executive's estate the compensation due to the Executive through the last day
of the calendar month in which his death occurred.

8. TERMINATION FOR CAUSE.

         For purposes of this Agreement,  "Termination  for Cause" shall include
termination  because  of  the  Executive'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  which  negatively  impacts the Bank  (other than  traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this  Agreement.  For purposes of this  Section,  the
term "willful" is defined to include any act or omission which  demonstrates  an
intentional or reckless  disregard for the duties and  responsibilities  owed to
the  business  of the  employer by  Executive.  Notwithstanding  the  foregoing,
Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been  delivered to him a copy of a  resolution  duly adopted by
the affirmative vote of not less than  three-fourths of the members of the Board
at a meeting of the Board called and held for that purpose,  finding that in the
good  faith  opinion of the Board,  Executive  was guilty of conduct  justifying
termination  for Cause and specifying the reasons  thereof.  The Executive shall
not have the right to  receive  compensation  or other  benefits  for any period
after  termination  for Cause.  Any stock options granted to Executive under any
stock option plan or any unvested  awards  granted under any other stock benefit
plan of the Bank, or any subsidiary or affiliate thereof,  shall become null and
void  effective  upon  Executive's  receipt of Notice of  Termination  for Cause
<PAGE>

pursuant to Section 9 hereof,  and shall not be  exercisable by Executive at any
time  subsequent to such  Termination  for Cause. If he is terminated for Cause,
Executive  shall not compete with the Bank in any city or town in which the Bank
operates a branch or main  office for twelve  (12)  months  from the Date of the
Termination.  For purposes of this paragraph,  the term "compete" shall have the
same meaning as more fully defined in Paragraph 10, Non-Competition.

9.  NOTICE.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         2. "Date of  Termination"  shall mean (A) if Executive's  employment is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given (provided that he shall not have returned to the performance of his duties
on a  full-time  basis  during  such  thirty  (30) day  period);  and (B) if his
employment is terminated for any other reason,  the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).

         3. If,  within  thirty  (30) days  after any Notice of  Termination  is
given,  the party receiving such Notice of Termination  notifies the other party
that a dispute exists concerning the termination,  except upon the occurrence of
a Change in Control and  voluntary  termination  by  Executive in which case the
Date of  Termination  shall be the date  specified  in the  Notice,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties by a binding arbitration award, or by
a final judgment, order or decree of a court of competent jurisdiction (the time
for appeal there from having  expired and no appeal having been  perfected)  and
provided  further that the Date of Termination  shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding the pendency of any such dispute,  the Bank will continue to pay
Executive  his full  compensation  in effect when the notice  giving rise to the
dispute was given (including,  but not limited to, Base Salary) and continue him
as a participant in all  compensation,  benefit and insurance  plans in which he
was  participating  when the notice of dispute  was given,  until the dispute is
finally  resolved in  accordance  with this  Agreement.  Amounts paid under this
Section are in addition to all other amounts due under this  Agreement and shall
not be offset against or reduce any other amounts due under this Agreement.

10. NON-COMPETITION.

         1. Upon any termination of Executive's employment hereunder pursuant to
an Event of Termination as provided in Section 4 hereof, Executive agrees not to
compete with the Bank for a period of  twenty-four  months (24)  following  such
termination  in any city or town in which  the Bank  operates  a branch  or main
office,  determined  as of the  effective  date of such  termination.  Executive
agrees that during such period and within Sevier  County,  Tennessee,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,

<PAGE>

lending  or  other  business   activities  of  the  Bank.  The  parties  hereto,
recognizing  that  irreparable  injury will result to the Bank, its business and
property in the event of Executive's breach of this Subsection 10(a), agree that
in the event of any such  breach by  Executive,  the Bank will be  entitled,  in
addition  to any other  remedies  and damages  available,  to an  injunction  to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employers,  employees and all persons  acting for or with  Executive.
Executive  represents  and admits  that in the event of the  termination  of his
employment pursuant to Section 8 hereof, Executive's experience and capabilities
are such that  Executive can obtain  employment  in a business  engaged in other
lines and/or of a different  nature than the Bank, and that the enforcement of a
remedy  by  way  of  injunction  will  not  prevent  Executive  from  earning  a
livelihood.  Nothing  herein  will be  construed  as  prohibiting  the Bank from
pursuing any other remedies  available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.

11. SOURCE OF PAYMENTS.

         All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank.

12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of  a  kind  elsewhere  provided.  No  provision  of  this  Agreement  shall  be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.

13. NO ATTACHMENT; SUCCESSORS AND ASSIGNS.

         1. Except as required by law, no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         2. This  Agreement  shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

14. MODIFICATION AND WAIVER.

         1.  This  Agreement  may  not  be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         2. No term or condition of this Agreement  shall be deemed to have been
waived, nor shall there by any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as

<PAGE>

to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15. SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16. HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17. GOVERNING LAW.

         This Agreement shall be governed by the substantive laws and procedural
provisions  of the  State  of  Tennessee,  unless  otherwise  specified  herein;
provided,  however,  that in the event of a conflict  between  the terms of this
Agreement and any applicable federal or state law or regulation,  the provisions
of such law or regulation shall prevail.

18. PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by the Bank or the Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall  be  paid  or  reimbursed  by  the  prevailing  party  in  such  judgment,
arbitration or settlement.


19. INDEMNIFICATION.

         The  Bank  shall  provide  Executive  with  coverage  under a  standard
directors' and officers'  liability  insurance policy at its expense, or in lieu
thereof,  shall  indemnify  Executive  to the  fullest  extent  permitted  under
applicable Tennessee and federal law and the Articles of the Association against
all expenses and  liabilities  reasonably  incurred by him in connection with or
arising out of any  action,  suit or  proceeding  in which he may be involved by
reason of his having been a director  or officer of the Bank  (whether or not he
continues to be a director or officer at the time of incurring  such expenses or
liabilities),  such expenses and liabilities to include,  but not be limited to,
judgment,   court  costs  and  attorneys'   fees  and  the  cost  of  reasonable
settlements.
<PAGE>

20. SUCCESSOR TO THE BANK.

         The Bank shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially   all  the  business  or  assets  of  the  Bank,   expressly   and
unconditionally to assume and agree to perform the Bank's obligations under this
Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such succession or assignment had taken place.




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their seal to be affixed  hereunto by a duly authorized  officer or
director,  and  Executive  has  signed  this  Agreement,  all on the 13th day of
December, 2001.

ATTEST:                                         MOUNTAIN NATIONAL BANK


    /S/ BEVERLY J. BROSCH                       BY:    /S/ CHARLIE R. JOHNSON
    ---------------------                           -------------------------
               [SEAL]                                     Chairman


WITNESS:

    /S/ BEVERLY J. BROSCH                       BY:    /S/ DWIGHT B. GRIZZELL
    ---------------------                           -------------------------
                                                          Executive