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                                  EXHIBIT 10.3


                             MOUNTAIN NATIONAL BANK
                        MANAGEMENT STOCK OPTION AGREEMENT

                  THIS  AGREEMENT,  dated to be  effective as of the ____ day of
______, 199_, is between Mountain National Bank (the "Bank"), a national banking
association with its principal place of business in Sevierville,  Tennessee, and
Dwight B. Grizzell (the "Optionee").

                  The Bank  desires to further the  business  objectives  of the
Bank by affording the Optionee an  opportunity  to acquire  shares of its common
stock (the  "Common  Stock") by making  this  grant of stock  options  under the
Mountain  National Bank Stock Option Plan (the "Plan"),  which grant is intended
to provide additional  financial  incentive to the Optionee and to intensify his
interest in the success of the Bank, as well as reward  Optionee's  contribution
to the Bank's performance.

                  NOW,  THEREFORE,  the parties,  in consideration of the mutual
covenants herein set forth, agree as follows:

                  1. THE OPTION. Upon the terms and subject to the conditions of
this Agreement, the Bank hereby grants to the Optionee the right and option (the
"Option") to purchase five percent (5%) of its Common Stock (the "Shares").  The
Option is intended to be an  Incentive  Stock Option as set forth in Section 422
of the Internal Revenue Code.

                  2. PURCHASE  PRICE.  The purchase price of the Shares shall be
$10.00 per share,  which price represents the original issue price of the Bank's
Common  Stock,  and shall be paid in cash or any other  form  acceptable  to the
Board.

                  3.       VESTING  OF  OPTIONS.  The  Option  granted  pursuant
to this  Agreement  shall vest as follows:

         (a) The Option will vest at a rate of  one-sixth of the total number of
shares  granted under this  Agreement per vesting year,  for a period of six (6)
years.
         (b The first  vesting  year (the  "Beginning  Year")  will begin on the
first day of the first quarter of the first four  consecutive  quarters in which
the Bank has met each of its  Performance  Goals and will end on the last day of
the fourth such quarter.

         (c)      Subsequent  vesting  years  shall  be  measured  as  the  four
quarters that begin on the anniversary of the first day of the
                  Beginning Year.

         (d)      For  purposes of this  paragraph 3,  "Performance  Goal" means
each of the following: (A) ASSET QUALITY GOALS

                  MEASURE                                     GOAL
                  LOANS 90 DAYS OR MORE PAST DUE/             0.67
                           GROSS LOANS
                  NON-PERFORMING ASSETS/TOTAL ASSETS 0.74
                  NET CHARGE-OFF/AVERAGE LOANS                0.37

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                  (B)  PROFITABILITY  GOALS:  The Return on Assets (ROA) measure
                  will be met only if the Bank  achieves  at least a one percent
                  (1%) ROA and  only if the Bank  achieves  a Return  on  Equity
                  (ROE) of nine percent (9%).

                  The goals are defined as follows:

                  (i) LOANS 90 DAYS OR MORE PAST DUE / GROSS  LOANS:  This ratio
is the same  measure  that is  required  to be  provided  to the  Office  of the
Comptroller of the Currency in the Bank's  quarterly  report of condition and is
calculated in the same manner.
                  (ii)  NON-PERFORMING  ASSETS  / TOTAL  ASSETS:  Non-Performing
Assets includes total loans,  leases,  and other assets, to be derived as [(Past
due  loans 90 days or more +  Non-accrual  loans)  - U.S.  Government-guaranteed
portion of loans and leases] + Other Real Estate Owned / Total Assets;
                  (iii) NET  CHARGE-OFFS  / AVERAGE  LOANS:  Losses  charged  to
allowance for loan and lease losses minus  recoveries  credited to allowance for
loan and lease  losses  divided by average  loans and  leases,  net of  unearned
income.
                  (iv)  The  ROA  and  ROE  figures   published  by   Sheshunoff
Information Services, Inc., based on data for a calendar year, shall be the sole
and  exclusive  determinant  of ROA and ROE.  In the event  Sheshunoff  shall no
longer  publish  such ROA and ROE  figures  for the  Bank,  ROA and ROE shall be
calculated in the manner used by Sheshunoff when such figures were calculated.
                  (v) All  references  to  banking  or  financial  terms in this
section shall have their usual meaning within the ordinary and standard  banking
practices except when a specific definition is given.

                  4. Notwithstanding anything contained in this Agreement,  all,
or any portion of, the Option, whether vested or unvested, shall be forfeited in
the event that the primary federal regulator orders such forfeiture.

                  5.       DURATION OF THE  OPTION.  The Option  shall  expire
ten (10) years from the date of this Agreement.

                  6. EXERCISE OF OPTION.

                  (a) Except as provided in subparagraphs (b) and (c) below, the
Optionee  may  exercise  any vested  portion of the Option any time prior to the
expiration of the Option as long as he is an active employee of the Bank.

                  (b) In the event that the active  employment  of the  Optionee
terminates (other than by reason of death), any vested portion of the Option may
be exercised at any time within three (3) months after such termination,  unless
otherwise determined by the Board of Directors.

                  (c) Subject to the  provisions of Paragraph 4, in the event of
the Optionee's  death while he is an active employee of the Bank or within three
(3) months after the  termination of his  employment,  any vested portion of the
Option may be exercised at any time within  twelve (12) months after the date of
his death by the executors or administrators of the estate of the Optionee or by
any person who shall have  acquired  the Option from the  Optionee by bequest or
inheritance.
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                  7.  MANNER OF  EXERCISE.  Subject to the terms and  conditions
hereof,  the  Option  may be  exercised  by giving  written  notice to the Bank,
attention  of the  Secretary,  which notice shall state the election to exercise
the Option  and the number of Shares in respect of which it is being  exercised,
and by tendering a check for payment in full of the Option Price of said Shares.
In  addition,  the Bank shall have the right to require a cash  payment upon the
exercise of the Option in connection with any obligation of the Bank to withhold
taxes.

                  8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

                           (a) If at any  time or from  time to time  after  the
date of this Agreement, the Bank shall  increase or decrease  the  outstanding
Shares of Common  Stock by way of stock  dividend,  stock split,  or combination
of Shares,  the per share Option price shall be adjusted, or further adjusted,
as of the close of business on the record date for such transaction,  to a price
(rounded down to the nearest cent) determined  by  dividing  (i) an amount
equal to the number of Shares of Common Stock outstanding  immediately  prior to
such transaction  multiplied by the per share Option price in effect
immediately  prior to such transaction by (ii) the total  number of  Shares of
Common  Stock  outstanding  immediately  after  such transaction.  Upon any
adjustment in the per share Option  price,  the Optionee shall thereafter be
entitled to purchase at the per share Option price resulting from such
adjustment, the number of Shares obtained by multiplying the per share Option
price in effect  immediately  prior to such  adjustment  by the number of Option
Shares that could have been purchased pursuant to such Option immediately prior
to such  adjustment  and  dividing  the  product  thereof by the per share
Option price resulting from such adjustment. Notice of any such adjustment shall
be mailed promptly to the Optionee.

                           (b) If the Bank shall be consolidated  with or merged
with or into another corporation  (whether or not the Bank shall be the
surviving  entity),  or shall sell all or substantially  all of its assets as
part of a reorganization  within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended,  or shall reclassify or reorganize its capital
structure  (except a stock dividend, split,  or  combination  covered by Section
7(a)  hereof),  the number of Shares subject to Option  shall be  increased  or
decreased  to reflect  the number of Shares to which the Optionee  would have
been  entitled to receive in connection with such  transaction if the Option
Shares had been issued and held by Optioneeon the record date for such
transaction.  Notice of such consolidation,  merger, sale, reclassification,
or reorganization and of said provisions proposed to be made  shall be mailed
to the  Optionee  not less  than (30) days  prior to such record   date.   As
a  condition  to  any   reorganization,   reclassification, consolidation,
merger or sale, in which the Bank is not the survivor,  the Bank or any
successor, surviving or purchasing corporation, as the case may be, shall agree
that  it is  bound  by this  Option,  that  it  will  satisfy  all of the
obligations  of the Bank  hereunder and that the Optionee  shall have the right,
upon exercise of this Option, on the terms and conditions hereof, to receive the
kind  and  amount  of  stock,   securities  or  assets   receivable   upon  such
reorganization, reclassification, consolidation, merger or sale by a shareholder
of the number of Shares of Common Stock  issuable  upon  exercise of this Option
immediately  prior  to  such  reorganization,  reclassification,  consolidation,
merger or sale,  subject to adjustments  which shall be as nearly  equivalent as
may be practicable to the adjustments  provided for in this Section 7; provided,
however,  that Optionee shall be required to exercise all such options within 24
months from the date of such  reorganization,  reclassification,  consolidation,
merger, or sale.
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                           (c) If, at any time, the Bank increases the number of
Shares of Common Stock, including those events causing adjustment as set forth
herein, this Option shall be modified so as to grant additional  Options on the
number of shares necessary to bring the total number of shares under the Options
equal to five percent (5%) of the outstanding  Shares of Common Stock of the
Bank. Such additional  Options shall be on the same terms as provided in this
Agreement,  with  adjustments in the vesting schedule if needed to preserve the
status of the additional  Options as  Incentive  Stock  Options.  The  purchase
price  to the  Optionee  for  any subsequent  purchase of Shares under this Plan
shall be  determined by the Board of  Directors  of the Bank at the time of such
issue,  but in no event shall the purchase  price of those  shares be less than
Fair  Market  Value on the date of their issue.

                  9. NO RIGHTS AS A SHAREHOLDER. The Optionee shall have none of
the rights of a  Shareholder  with  respect to any Common  Stock  subject to the
Option until such Shares shall be issued to him upon the exercise of the Option.

                  10. NO EMPLOYMENT RIGHTS.  Nothing in this Option shall confer
on the  Optionee any right to continue in the active  employment  of the Bank or
interfere  in any way with the  right  of the Bank at any time to  terminate  or
modify the terms or conditions of such service.

                  11.  TRANSFERABILITY.  The Option shall not be transferable by
the Optionee  otherwise than by will or by the laws of descent and distribution,
and the Option may be exercised  during his lifetime only by the Optionee or his
guardian  or  legal  representative.  Without  limiting  the  generality  of the
foregoing, the Option may not be assigned, transferred,  pledged or hypothecated
(whether  by  operation  of law or  otherwise)  and  shall  not  be  subject  to
execution,  attachment or similar process. Any attempted  assignment,  transfer,
pledge,  hypothecation  or  other  disposition  of the  Option  contrary  to the
provisions  hereof, or by the levy of any attachment or similar process upon the
Option, shall be void and of no force or effect.  Notwithstanding the foregoing,
to the extent  that the Option  must be pledged by the  Optionee  to finance the
acquisition  of the shares  upon  exercise,  the Option may be pledged  for such
purpose.

                  12. RULE 16B-3.  This Option shall be limited and construed in
such respects as may be necessary in order that it will receive the full benefit
of the  exemption  from  liability  provided by Rule 16b-3 under the  Securities
Exchange Act of 1934,  as amended,  or any  successor  rule or regulation to the
extent applicable.

                  13.  GOVERNING  LAW. This Option shall be construed  under the
substantive laws and procedural provisions of the State of Tennessee.

                  14. PLAN TERMS. The terms of the Plan,  pursuant to which this
Agreement is made,  are  incorporated  herein by reference and expressly  made a
part of this Agreement.

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                  IN  WITNESS  WHEREOF,  the Bank  and the  Optionee  have  duly
executed this Option Agreement as of the day and year first above written.



                        MOUNTAIN NATIONAL BANK

                        By:      /S/ CHARLIE R. JOHNSON

                        Title:            CHAIRMAN




                                    OPTIONEE

                                       /S/ DWIGHT B. GRIZZELL