Exhbit 10.7

2000 Employee Stock Option Plan



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                           CHESTATEE BANCSHARES, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN

1.       Establishment AND PURPOSE.

          The purpose of the 2000 Employee Stock Option Plan (the "Plan") is to
     provide a means whereby the Chestatee Bancshares, Inc. (the "Company") may
     attract able persons to remain in or to enter the employ of the Company, or
     any Parent or Subsidiary, and to provide a means whereby those employees
     upon whom the responsibilities of the successful administration,
     management, planning and/or organization of the Company may rest, and whose
     present and potential contributions to the welfare of the Company, or any
     Parent or Subsidiary, are of importance, can acquire and maintain stock
     ownership, thereby strengthening their concern for the long-term welfare of
     the Company. A further purpose of the Plan is to provide such employees
     with additional incentive and reward opportunities designed to enhance the
     profitable growth of the Company over the long term. Accordingly, the Plan
     provides for the granting of incentive stock options and nonqualified
     options, or any combination of the foregoing, as is best suited to the
     circumstances of the particular employees as provided herein. The grant of
     incentive stock options or nonqualified options shall be conditioned upon
     the Company obtaining any required regulatory permit authorizing the
     Company to issue such options. Capitalized terms are defined in Section 11
     hereinafter.

2.       Administration

          2.1 Committees of the Board of Directors. The Plan may be administered
     by one (1) or more Committees. Each Committee shall consist of two (2) or
     more members of the Board of Directors who have been appointed by the Board
     of Directors. Each Committee shall have such authority and be responsible
     for such functions as the Board of Directors has assigned to it. If no
     Committee has been appointed, the entire Board of Directors shall
     administer the Plan. Any reference to the Board of Directors in the Plan
     shall be construed as a reference to the Committee (if any) to whom the
     Board of Directors has assigned a particular function.

          2.2 Authority of the Board of Directors. Subject to the provisions of
     the Plan, the Board of Directors shall have full authority and discretion
     to take any actions it deems necessary or advisable for the administration
     of the Plan. The Board of Directors or a Committee shall have the
     authority, in their discretion, to determine which employees shall receive
     a grant, the time or times when such grant shall be made, whether an ISO or
     a Nonstatutory Option shall be granted, and the number of shares of Stock
     which may be issued under each Option. In making such determinations, the
     Board of Directors or Committee may take into account the nature of the
     services rendered by these employees, their present and potential
     contribution to the success of the Company, its Parent or any of its
     Subsidiaries, and such other factors as the Board of Directors in its
     discretion shall deem relevant. All decisions, interpretations and other
     actions of the Board of Directors shall be final and binding on all
     Optionees and all persons deriving their rights from an Optionee.

3.       Eligibility

          3.1 General Rule. Only Employees shall be eligible for the grant of
     ISOs. Currently, only Employees and Non-Employee Directors shall be
     eligible for the grant of Nonstatutory Options.

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          3.2 Ten-Percent Shareholders. An individual who owns more than ten
     percent (10%) of the total combined voting power of all classes of
     outstanding stock of the Company, its Parent or any of its Subsidiaries,
     shall not be eligible for designation as an Optionee unless (i) the
     Exercise Price is at least one hundred ten percent (110%) of the Average
     Market Price of a Share on the date of grant, and (ii) in the case of an
     ISO, such ISO by its terms is not exercisable after the expiration of five
     years from the date of grant. For purposes of this Subsection 3.2, in
     determining stock ownership, the attribution rules of Section 424(d) of the
     Code shall be applied.

4.       Stock Subject To Plan.

          4.1 Basic Limitation.Error! Bookmark not defined. Shares offered under
     the Plan should be authorized but unissued Shares. The aggregate number of
     Shares that may be issued under the Plan (upon exercise of Options) shall
     not exceed one hundred thousand (100,000) Shares, subject to adjustment
     pursuant to Section 7 hereinafter. The number of Shares that are subject to
     Options at any time under the Plan shall not exceed the number of Shares
     that then remain available for issuance under the Plan. The Company, during
     the term of the Plan, shall at all times reserve and keep available
     sufficient Shares to satisfy the requirements of the Plan.

          4.2 Additional Shares. In the event that any outstanding Option for
     any reason expires or is canceled or otherwise terminated, the Shares
     allocable to the unexercised portion of such Option shall again be
     available for the purposes of the Plan. In the event that Shares issued
     under the Plan are reacquired by the Company pursuant to any forfeiture
     provision, right of repurchase or right of first refusal, such Shares shall
     again be available for the purposes of the Plan, except that the aggregate
     number of Shares which may be issued upon the exercise of ISOs shall in no
     event exceed one hundred thousand (100,000) Shares (subject to adjustment
     pursuant to Section 7 hereinafter).

5.       Terms And Conditions Of Options

          5.1 Stock Option Agreement. Each grant of an Option under the Plan
     shall be evidenced by a Stock Option Agreement between the Optionee and the
     Company. Such Option shall be subject to all applicable terms and
     conditions of the Plan and may be subject to any other terms and conditions
     which are not inconsistent with the Plan and which the Board of Directors
     deems appropriate for inclusion in a Stock Option Agreement. The provisions
     of the various Stock Option Agreements entered into under the Plan need not
     be identical.

          5.2 Number of Shares. Each Stock Option Agreement shall specify the
     number of Shares that are subject to the Option and shall provide for the
     adjustment of such number in accordance with Section 7 hereinafter. The
     Stock Option Agreement shall also specify whether the Option is an ISO or a
     Nonstatutory Option.

          5.3 Exercise Price. Each Stock Option Agreement shall specify the
     Exercise Price. The Exercise Price of an ISO shall not be less than one
     hundred percent (100%) of the Average Market Price of a Share on the date
     of grant, and a higher percentage may be required by Section 3.2
     hereinabove. The Exercise Price of a Nonstatutory Option shall not be less
     than eighty-five percent (85%) of the Average Market Price of a Share on
     the date of grant, and a higher percentage may be required by Section 3.2
     hereinabove. Subject to the preceding sentences, the Exercise Price under
     any Option shall be determined by the Board of Directors at its sole
     discretion. The Exercise Price shall be payable in a form described in
     Section 6 hereinafter.

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          5.4 Withholding Taxes. As a condition to the exercise of an Option,
     the Optionee shall make such arrangements as the Board of Directors may
     require for the satisfaction of any federal, state, local or foreign
     withholding tax obligations that may arise in connection with such
     exercise. The Optionee shall also make such arrangements as the Board of
     Directors may require for the satisfaction of any federal, state, local or
     foreign withholding tax obligations that may arise in connection with the
     disposition of Shares acquired by exercising an Option.

          5.5 Exercisability. Each Stock Option Agreement shall specify the date
     when all or any installment of the Option is to become exercisable. Subject
     to the preceding sentence, the exercisability provisions of any Stock
     Option Agreement shall be determined by the Board of Directors at its sole
     discretion.

          5.6 Accelerated Exercisability. Unless the applicable Stock Option
     Agreement provides otherwise, an Optionee's Options shall become
     exercisable in full or in part as the Board of Directors may determine if:

               5.6.1 The Company is subject to a Change in Control before the
          Optionee's Service terminates;

               5.6.2 Such Options do not remain outstanding;

               5.6.3 Such Options are not assumed by the surviving corporation
          or its parent; and

               5.6.4 The surviving corporation or its parent does not substitute
          options with substantially the same terms for such Options.

          5.7 Basic Term. The Stock Option Agreement shall specify the term of
     the Option. The term shall not exceed ten (10) years from the date of
     grant, and a shorter term may be required by Section 3.2 hereinabove.
     Subject to the preceding sentence, the Board of Directors at its sole
     discretion shall determine when an Option is to expire.

          5.8 Nontransferability. No Option shall be transferable by the
     Optionee other than by beneficiary designation, will or the laws of descent
     and distribution. An Option may be exercised during the lifetime of the
     Optionee only by the Optionee or by the Optionee's guardian or legal
     representative. No Option or interest therein may be transferred, assigned,
     pledged or hypothecated by the Optionee during the Optionee's lifetime,
     whether by operation of law or otherwise, or be made subject to execution,
     attachment or similar process.

          5.9 Termination of Service (Except by Death). If an Optionee's Service
     terminates for any reason other than the Optionee's death, then the
     Optionee's Options shall expire on the earliest of the following occasions:

               5.9.1 The expiration date determined pursuant to Subsection 5.7
          hereinabove;

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               5.9.2 The date three months after the termination of the
          Optionee's Service for any reason other than Disability or Retirement;

               5.9.3 The date of termination of the Optionee's Service for
          Cause, or such later date as the Board of Directors may determine; or

               5.9.4 The date six months after the termination of the Optionee's
          Service by reason of Disability or Retirement.

          The Optionee may exercise all or part of the Optionee's Options at any
     time before the expiration of such Options under the preceding sentence,
     but only to the extent that such Options had become exercisable before the
     Optionee's Service terminated (or became exercisable as a result of the
     termination) and the underlying Shares had vested before the Optionee's
     Service terminated (or vested as a result of the termination). The balance
     of such Options shall lapse when the Optionee's Service terminates. In the
     event that the Optionee dies after the termination of the Optionee's
     Service but before the expiration of the Optionee's Options, all or part of
     such Options may be exercised (prior to expiration) by the executors or
     administrators of the Optionee's estate or by any person who has acquired
     such Options directly from the Optionee by beneficiary designation, bequest
     or inheritance, but only to the extent that such Options had become
     exercisable before the Optionee's Service terminated (or became exercisable
     as a result of the termination) and the underlying Shares had vested before
     the Optionee's Service terminated (or vested as a result of the
     termination).

          5.10 Leaves of Absence. For purposes of Section 5.9 hereinabove,
     Service shall be deemed to continue while the Optionee is on a bona fide
     leave of absence, if such leave was approved by the Company in writing and
     if continued crediting of Service for this purpose is expressly required by
     the terms of such leave or by applicable law (as determined by the
     Company).

          5.11 Death of Optionee. If an Optionee dies while the Optionee is in
     Service, then the Optionee's Options shall expire on the earlier of the
     following dates:

               5.11.1 The expiration date determined pursuant to Section 5.7
          above; or

               5.11.2 The date twelve (12) months after the Optionee's death.

          All or part of the Optionee's Options may be exercised at any time
     before the expiration of such Options under the preceding sentence by the
     executors or administrators of the Optionee's estate or by any person who
     has acquired such Options directly from the Optionee by beneficiary
     designation, bequest or inheritance, but only to the extent that such
     Options had become exercisable before the Optionee's death or became
     exercisable as a result of the death. The balance of such Options shall
     lapse when the Optionee dies.

          5.12 No Rights as a Shareholder. An Optionee, or a transferee of an
     Optionee, shall have no rights as a shareholder with respect to any Shares
     covered by the Optionee's Option until such person becomes entitled to
     receive such Shares by filing a notice of exercise and paying the Exercise
     Price pursuant to the terms of such Option.

          5.13 Modification, Extension and Assumption of Options. Within the
     limitations of the Plan, the Board of Directors may modify, extend or
     assume outstanding Options or may accept the cancellation of outstanding

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     Options (whether granted by the Company or another issuer) in return for
     the grant of new Options for the same or a different number of Shares and
     at the same or a different Exercise Price. The foregoing notwithstanding,
     no modification of an Option shall, without the consent of the Optionee,
     impair the Optionee's rights or increase the Optionee's obligations under
     such Option.

          5.14 Restrictions on Transfer of Shares and Minimum Vesting. Any
     Shares issued upon exercise of an Option shall be subject to such special
     forfeiture conditions, rights of repurchase, rights of first refusal and
     other transfer restrictions as the Board of Directors may determine. Such
     restrictions shall be set forth in the applicable Stock Option Agreement
     and shall apply in addition to any restrictions that may apply to holders
     of Shares generally. In the case of an Optionee who is not an officer of
     the Company, any right to repurchase an Optionee's Shares at the original
     Exercise Price upon termination of the Optionee's Service shall lapse at
     least as rapidly as the schedule set forth in Section 5.5 above. Any such
     repurchase right may be exercised only within ninety (90) days after the
     termination of the Optionee's Service for cash or for cancellation of
     indebtedness incurred in purchasing the Shares.

          5.15 Accelerated Vesting. Unless the applicable Stock Option Agreement
     and/or Notice of Stock Option Grant provides otherwise, any right to
     repurchase an Optionee's Shares at the original Exercise Price shall lapse
     as the Board or Directors may determine and all of such Shares shall become
     vested in full or in part as the Board of Directors may determine if:

               5.15.1 The Company is subject to a Change in Control; and

               5.15.2 The repurchase right is not assigned to the entity that
          employs the Optionee immediately after the Change in Control or to its
          parent or subsidiary.

6.       Payment For Shares.

          6.1 General Rule. The entire Exercise Price of Shares issued under the
     Plan shall be payable in cash or cash equivalents at the time when such
     Shares are purchased, except as otherwise provided in this Section 6.

          6.2 Surrender of Stock. To the extent that a Stock Option Agreement so
     provides, payment may be made all or in part with Shares already owned by
     the Optionee or the Optionee's representative. Such Shares shall be
     surrendered to the Company in good form for transfer and shall be valued at
     their Average Market Price on the date when the Option is exercised. This
     Section 6.2 shall not apply to the extent that acceptance of Shares in
     payment of the Exercise Price would cause the Company to recognize
     compensation expense with respect to the Option for financial reporting
     purposes.

          6.3 Promissory Note. To the extent that a Stock Option Agreement so
     provides, employees may pay all or a portion of the Exercise Price of
     Shares issued under the Plan with a full-recourse promissory note (subject
     to restrictions of the Bank Holding Company Acts). The Shares shall be
     pledged as security for payment of the principal amount of the promissory
     note and interest thereon. The interest rate payable under the terms of the
     promissory note shall not be less than the minimum rate (if any) required
     to avoid the imputation of additional interest under the Code. Subject to
     the foregoing, the Board of Directors (at its sole discretion) shall
     specify the term, interest rate, amortization requirements (if any) and
     other provisions of such note.

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          6.4 Exercise/Sale. To the extent that a Stock Option Agreement so
     provides, and at such time as the Stock is publicly traded, payment may be
     made all or in part by the delivery (on a form prescribed by the Company)
     of an irrevocable direction to a securities broker approved by the Company
     to sell Shares and to deliver all or part of the sales proceeds to the
     Company in payment of all or part of the Exercise Price and any withholding
     taxes.

7.       Adjustment Of Shares.


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          7.1 General. In the event of a subdivision of the outstanding Stock, a
     declaration of a dividend payable in Shares, a declaration of an
     extraordinary dividend payable in a form other than Shares in an amount
     that has a material effect on the Average Market Price of the Stock, a
     combination or consolidation of the outstanding Stock into a lesser number
     of Shares, a recapitalization, a spin-off, a reclassification or a similar
     occurrence, the Board of Directors shall make appropriate adjustments in
     one or more of (i) the number of Shares available for future grants under
     Section 4 hereinabove, (ii) the number of Shares covered by each
     outstanding Option or (iii) the Exercise Price under each outstanding
     Option.

          7.2 Mergers and Consolidations. In the event that the Company is a
     party to a merger or consolidation, outstanding Options shall be subject to
     the agreement of merger or consolidation. Such agreement, without the
     Optionees' consent, may provide for:

               7.2.1 The continuation of such outstanding Options by the Company
          (if the Company is the surviving corporation);

               7.2.2 The assumption of the Plan and such outstanding Options by
          the surviving corporation or its parent;

               7.2.3 The substitution by the surviving corporation or its parent
          of options with substantially the same terms for such outstanding
          Options; or

               7.2.4 The cancellation of such outstanding Options without
          payment of any consideration.

               7.3 Reservation of Rights. Except as provided in this Section 7,
          an Optionee shall have no rights by reason of (i) any subdivision or
          consolidation of shares of stock of any class, (ii) the payment of any
          dividend or (iii) any other increase or decrease in the number of
          shares of stock of any class. Any issuance by the Company of shares of
          stock of any class, or securities convertible into shares of stock of
          any class, shall not affect, and no adjustment by reason thereof shall
          be made with respect to, the number or Exercise Price of Shares
          subject to an Option. The grant of an Option pursuant to the Plan
          shall not affect in any way the right or power of the Company to make
          adjustments, reclassifications, reorganizations or changes of its
          capital or business structure, to merge or consolidate or to dissolve,
          liquidate, sell or transfer all or any part of its business or assets
          (subject to any restrictions imposed by the Federal Reserve).

8.       Securities Law REQUIREMENTS AND FEDERAL RESERVE ReSTRICTIONS.

               8.1 General. Shares shall not be issued under the Plan unless the
          issuance and delivery of such Shares comply with (or are exempt from)
          all applicable requirements of law, including (without limitation) the
          Securities Act, the rules and regulations promulgated thereunder, the

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          Exchange Act, the rules and regulations promulgated thereunder, state
          securities laws and regulations, and the regulations of any stock
          exchange or other securities market on which the Company's securities
          may then be traded. Further, Shares shall not be issued under the Plan
          unless the issuance and delivery of such Shares comply with all
          applicable restrictions imposed under the Bank Holding Company Acts
          and the rules and regulations promulgated thereunder.

               8.2 Financial Reports. The Company each year shall furnish to
          Optionees its balance sheet and income statement, unless such
          Optionees are key Employees whose duties with the Company assure them
          access to equivalent information. Such balance sheet and income
          statement need not be audited.

9.       No Retention Rights.

               Nothing in the Plan or in any right or Option granted under the
          Plan shall confer upon the Optionee any right to continue in Service
          for any period of specific duration or interfere with or otherwise
          restrict in any way the rights of the Company (or any Parent or
          Subsidiary employing or retaining the Optionee) or of the Optionee,
          which rights are hereby expressly reserved by each, to terminate his
          or her Service at any time and for any reason, with or without cause.

10.      Duration and Amendments.

               10.1 Term of the Plan. The Plan became effective when adopted by
          the Board of Directors on October __, 2000 and was approved by the
          Company's shareholders on or before October __, 2001. The Plan shall
          terminate automatically ten (10) years after its adoption by the Board
          of Directors and may be terminated on any earlier date pursuant to
          Section 10.2 hereinafter.

               10.2 Right to Amend or Terminate the Plan. The Board of Directors
          may amend, suspend or terminate the Plan at any time and for any
          reason; provided, however, that any amendment of the Plan which
          increases the number of Shares available for issuance under the Plan
          (except as provided in Section 7 hereinabove), or which materially
          changes the class of persons who are eligible for the grant of ISOs,
          shall be subject to the approval of the Company's shareholders.
          Shareholder approval shall not be required for any other amendment of
          the Plan.

               10.3 Effect of Amendment or Termination. No Shares shall be
          issued or sold under the Plan after the termination thereof, except
          upon exercise of an Option granted prior to such termination. The
          termination of the Plan, or any amendment thereof, shall not affect
          any Share previously issued or any Option previously granted under the
          Plan.

11.        Definitions.

               11.1 "Average Market Price" shall mean the mean between the high
          "bid" and low "ask" prices as of the close of business for the
          Company's shares of Stock in the over-the-counter market, as reported
          by the National Association of Securities Dealers, Inc. Automated
          Quotation System (or other national quotation service). If the
          Company's Stock is not regularly traded in the over-the-counter market
          but is listed on The Nasdaq Stock Market or is registered on a
          national securities exchange, "Average Market Price" shall mean the
          closing price of the Company's Stock on such stock market or national
          securities exchange. In the event there shall be no public market for
          the Company's Stock on such date, the fair market value of the shares
          of the Company's Stock shall be determined in good faith by the Board
          of Directors.

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               11.2 "Bank Holding Company Acts" shall mean the Bank Holding
          Company Act of 1940, as amended, and other acts administered by the
          Federal Reserve Board.

               11.3 "Board of Directors" shall mean the Board of Directors of
          the Company, as constituted from time to time.

               11.4 "Cause" shall mean the unauthorized use or disclosure of the
          confidential information or trade secrets of the Company, conviction
          of a felony under the laws of the United States or any state thereof,
          or gross negligence.

               11.5 "Change in Control" shall mean:

                    11.5.1 The consummation of a merger or consolidation of the
               Company with or into another entity or any other corporate
               reorganization, if more than fifty percent (50%) of the combined
               voting power of the continuing or surviving entity's securities
               outstanding immediately after such merger, consolidation or other
               reorganization is owned by persons who were not shareholders of
               the Company immediately prior to such merger, consolidation or
               other reorganization; or

                    11.5.2 The sale, transfer or other disposition of all or
               substantially all of the Company's assets.

          A transaction shall not constitute a Change in Control if its sole
          purpose is to change the state of the Company's incorporation or to
          create a holding company that will be owned in substantially the same
          proportions by the persons who held the Company's securities
          immediately before such transaction.

          11.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

          11.7 "Committee" shall mean a committee of the Board of Directors, as
     described in Section 2.1 hereinabove.

          11.8 "Company" shall mean Chestatee Bancshares, Inc., a Georgia
     corporation.

          11.9 "Disability" shall mean that the Optionee is unable to engage in
     any substantial gainful activity by reason of any medically determinable
     physical or mental impairment.

          11.10 "Employee" shall mean any individual who is a common-law
     employee of the Company, a Parent or a Subsidiary.

          11.11 "Exchange Act" shall mean the Securities Exchange Act of 1934,
     as amended.

          11.12 "Exercise Price" shall mean the amount for which one Share may
     be purchased upon exercise of an Option, as specified by the Board of
     Directors in the applicable Stock Option Agreement.

          11.13 "ISO" shall mean an employee incentive stock option described in
     Section 422(b) of the Code.
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          11.14 "Non-Employee Directors" shall mean a member of the Board of
     Directors of the Company not engaged as an employee by or consultant of the
     Company in accordance with Rule 16b-3 of the Exchange Act rules.

          11.15 "Nonstatutory Option" shall mean a stock option not described in
     Sections 422(b) or 423(b) of the Code.

          11.16 "Option" shall mean an ISO or Nonstatutory Option granted under
     the Plan and entitling the holder to purchase Shares.

          11.17 "Optionee" shall mean an individual who holds an Option.

          11.18 "Parent" shall mean any corporation (other than the Company) in
     an unbroken chain of corporations ending with the Company, if each of the
     corporations other than the Company owns stock possessing fifty percent
     (50%) or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain. A corporation that attains the
     status of a Parent on a date after the adoption of the Plan shall be
     considered a Parent commencing as of such date.

          11.19 "Plan" shall mean this Chestatee Bancshares, Inc. 2000 Employee
     Stock Option Plan.

          11.20 "Retirement" shall mean retirement from active service as an
     employee, officer or director of the Company on or after attaining age 65,
     or at an earlier age as the Board of Directors may determine.

          11.21 "Securities Act" shall mean the Securities Act of 1933, as
     amended.

          11.22 "Service" shall mean service as an Employee of the Company, or
     its Parent or Subsidiary.

          11.23 "Share" shall mean one share of Stock, as adjusted in accordance
     with Section 7 hereinabove (if applicable).

          11.24 "Stock" shall mean the no par value common stock of the Company.

          11.25 "Stock Option Agreement" shall mean the agreement between the
     Company and an Optionee that contains the terms, conditions and
     restrictions pertaining to the Optionee's Option.

          11.26 "Subsidiary" shall mean any corporation (other than the Company)
     in an unbroken chain of corporations beginning with the Company, if each of
     the corporations other than the last corporation in the unbroken chain owns
     stock possessing fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain. A corporation that attains the status of a Subsidiary on a date
     after the adoption of the Plan shall be considered a Subsidiary commencing
     as of such date.

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To record the adoption of the Plan by the Board of Directors, the Company has
caused its authorized officer to execute the same.

                           CHESTATEE BANCSHARES, INC.


                           By:  /s/ J. Philip Hester, Sr.
                                ------------------------------
                                Name:    J. Philip Hester, Sr.
                                Title:   President