EXHIBIT 10.11



                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is  made  as  of  the 3rd  day of June, 2002, by and among
GENERATIONS  BANK  (Proposed)  (the  "Bank"), a proposed state bank; GENERATIONS
BANCSHARES,  INC.,  a  bank  holding  company incorporated under the laws of the
State  of  Georgia  (the  "Company") (collectively, the Bank and the Company are
referred  to  hereinafter as the "Employer"), and JOHN CARINI, a resident of the
State  of  North  Carolina  (the  "Executive").

                                    RECITALS:

     The  Employer desires to employ the Executive as Chief Executive Officer of
the  Bank  and  the Company and the Executive desires to accept such employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

1.   DEFINITIONS. Whenever used in this Agreement, the following terms and
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their  variant  forms  shall  have  the  meaning  set  forth  below:

     1.1  "AGREEMENT" shall mean this Agreement and any exhibits incorporated
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herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2  "AFFILIATE" shall mean any business entity which controls the
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Company,  is  controlled  by  or  is  under  common  control  with  the Company.

     1.3  "AREA" shall mean the geographic area within the boundaries of
           ----
Union  and  Towns Counties in the State of Georgia.  It is the express intent of
the  parties  that  the  Area  as defined herein is the area where the Executive
performs  services  on  behalf  of  the  Employer under this Agreement as of the
Effective  Date.

     1.4  "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
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Employer,  which  is  the  business  of  commercial  banking.

     1.5  "CAUSE" shall mean:
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          1.5.1     With  respect  to  termination  by  the  Employer:

               (a)  A material breach of the terms of this Agreement by the
          Executive, including, without limitation, failure by the Executive to
          perform his duties and responsibilities in the manner and to the
          extent required under this Agreement, which remains uncured after the
          expiration of thirty (30) days following the delivery of written
          notice of such breach to the Executive by Employer. Such


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          notice shall (i) specifically identify the duties that the Board of
          Directors of either the Company or the Bank believes the Executive has
          failed to perform, (ii) state the facts upon which such Board of
          Directors made such determination, and (iii) be approved by a
          resolution passed by two-thirds (2/3) of the directors then in office;

               (b)  Conduct by the Executive that amounts to fraud,
          dishonesty or willful misconduct in the performance of his duties and
          responsibilities hereunder;

               (c)  Arrest for, charged in relation to (by criminal
          information, indictment or otherwise), or conviction of the Executive
          during the Term of this Agreement of a crime involving breach of trust
          or moral turpitude;

               (d)  Conduct by the Executive that amounts to gross and
          willful insubordination or inattention to his duties and
          responsibilities hereunder; or

               (e)  Conduct by the Executive that results in removal from his
          position as an officer or executive of Employer pursuant to a written
          order by any regulatory agency with authority or jurisdiction over
          Employer.

          1.5.2     With  respect  to  termination  by the Executive, a material
     diminution in the powers, responsibilities or duties of the Executive
     hereunder or a material breach of the terms of this Agreement by Employer,
     which remains uncured after the expiration of thirty (30) days following
     the delivery of written notice of such breach to Employer by the Executive.

     1.6  "CHANGE OF CONTROL" means any one of the following events:
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               (a)  the acquisition by any person or persons acting in
          concert of the then outstanding voting securities of either the Bank
          or the Company, if, after the transaction, the acquiring person (or
          persons) owns, controls or holds with power to vote thirty-five
          percent (35%) or more of any class of voting securities of either the
          Bank or the Company, as the case may be;

               (b)  within any twelve-month period (beginning on or after the
          Beginning Date) the persons who were directors of either the Bank or
          the Company immediately before the beginning of such twelve-month
          period (the "Incumbent Directors") shall cease to constitute at least
          a majority of such board of directors; provided that any director who
          was not a director as of the Beginning Date shall be deemed to be an
          Incumbent Director if that director were elected to such board of
          directors by, or on the recommendation of or with the approval of, at
          least two-thirds of the directors who then qualified as Incumbent
          Directors; and provided further that no director whose initial
          assumption of office is in connection with an actual or threatened
          election contest relating to the election of directors shall be deemed
          to be an Incumbent Director;


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               (c)  a reorganization, merger or consolidation, with respect
          to which persons who were the stockholders of the Bank or the Company,
          as the case may be, immediately prior to such reorganization, merger
          or consolidation do not, immediately thereafter, own more than fifty
          percent (50%) of the combined voting power entitled to vote in the
          election of directors of the reorganized, merged or consolidated
          company's then outstanding voting securities; or

               (d)  the sale, transfer or assignment of all or substantially all
          of the assets of the Company and its subsidiaries to any third party.

     1.7  "COMPANY INFORMATION" means Confidential Information and Trade
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Secrets.

     1.8  "CONFIDENTIAL INFORMATION" means data and information relating to
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the business of the Bank or the Company (which does not rise to the status of a
Trade Secret) which is or has been disclosed to the Executive or of which the
Executive became aware as a consequence of or through the Executive's
relationship to the Employer and which has value to the Employer and is not
generally known to its competitors. Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by the
Employer (except where such public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed by
others, or that otherwise enters the public domain through lawful means.


     1.9  "DISABILITY" shall mean the inability of the Executive to perform
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each of his material duties under this Agreement for the duration of the
short-term disability period under the Employer's policy then in effect as
certified by a physician chosen by the Employer and reasonably acceptable to the
Executive.

     1.10 "EFFECTIVE DATE" shall mean the date the Bank opens for business.
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     1.11 "TERM" shall mean that period of time commencing on the date the
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Bank receives initial approval from banking regulators (the "Beginning Date")
and running until (a) the close of business on the last business day immediately
preceding the third anniversary of the thirtieth (30th) day following the date
any notice of non-renewal of the Agreement is received or (b) any earlier
termination of employment of the Executive under this Agreement as provided for
in Section 3.

     1.12 "TRADE SECRETS" means Employer information including, but not
           -------------
limited to, technical or nontechnical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans or lists of actual or potential customers or
suppliers which:

          (a)  derives economic value, actual or potential, from not being
     generally known to, and not being readily ascertainable by proper means by,
     other persons who can obtain economic value from its disclosure or use; and


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          (b)  is the subject of efforts that are reasonable under the
     circumstances to maintain its secrecy.

2.   DUTIES.
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     2.1  POSITION. The Executive is employed initially as Chief Executive
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Officer of the Bank and the Company, subject to the direction of the Board of
Directors of the Bank or the Company or its designee(s), shall perform and
discharge well and faithfully the duties which may be assigned to him from time
to time by the Bank or the Company in connection with the conduct of its
business. The duties and responsibilities of the Executive are set forth on
Exhibit A attached hereto.
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     2.2  FULL-TIME STATUS. In addition to the duties and responsibilities
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specifically assigned to the Executive pursuant to Section 2.1 hereof, the
Executive shall:

          (a)  devote substantially all of his time, energy and skill during
     regular business hours to the performance of the duties of his employment
     (reasonable vacations and reasonable absences due to illness excepted) and
     faithfully and industriously perform such duties;

          (b)  diligently follow and implement all reasonable and lawful
     management policies and decisions communicated to him by the Board of
     Directors of either the Bank or the Company; and

          (c)  timely prepare and forward to the Board of Directors of either
     the Bank or the Company all reports and accountings as may be requested of
     the Executive.

     2.3  PERMITTED ACTIVITIES. The Executive shall devote his entire
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business time, attention and energies to the Business of the Employer and shall
not during the Term be engaged (whether or not during normal business hours) in
any other business or professional activity, whether or not such activity is
pursued for gain, profit or other pecuniary advantage; but this shall not be
construed as preventing the Executive from:

          (a)  investing his personal assets in businesses which (subject to
     clause (b) below) are not in competition with the Business of the Employer
     and which will not require any services on the part of the Executive in
     their operation or affairs and in which his participation is solely that of
     an investor;

          (b)  purchasing securities in any corporation whose securities are
     regularly traded provided that such purchase shall not result in him
     collectively owning beneficially at any time five percent (5%) or more of
     the equity securities of any business in competition with the Business of
     the Employer; and

          (c)  participating in civic and professional affairs and
     organizations and conferences, preparing or publishing papers or books or
     teaching so long as the Board of


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     Directors of either the Bank or the Company approves of such activities
     prior to the Executive's engaging in them.

3.   TERM AND TERMINATION.
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     3.1  TERM. This Agreement shall remain in effect for the Term.
          ----
While this Agreement remains in effect, it shall automatically renew each day
after the Beginning Date such that the Term remains a three-year term from
day-to-day hereafter unless any party gives written notice to the others of its
intent that the automatic renewals shall cease. In the event such notice of
non-extension is properly given, this Agreement and the Term shall expire on the
third anniversary of the thirtieth (30th) day following the date such written
notice is received.

     3.2  TERMINATION. During the Term, the employment of the Executive
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under  this  Agreement  may  be  terminated  only  as  follows:

          3.2.1     By  the  Employer:

               (a)  In the event that the Bank fails to receive its regulatory
          charter, or the Company fails to raise the necessary capital required
          to open the Bank, and should the Company's or the Bank's Board of
          Directors decide to forgo future efforts to open the Bank, in which
          event the Employer shall be required to continue to meet its
          obligation to the Executive under Section 4.1 for six (6) months;

               (b)  For Cause, upon written notice to the Executive pursuant
          to Section 1.5.1 hereof, where the notice has been approved by a
          resolution passed by two-thirds of the directors of either the Bank or
          the Company then in office;

               (c)  Without Cause at any time, provided that the Company or
          the Bank shall give the Executive thirty (30) days' prior written
          notice of its intent to terminate, in which event the Employer shall
          be required to continue to meet its obligations to the Executive under
          Section 4.1 for a period equal to twelve (12) months; or

               (d)  Upon the Disability of the Executive at any time,
          provided that the Employer shall give the Executive thirty (30) days'
          prior written notice of its intent to terminate, in which event, the
          Employer shall be required to continue to meet its obligations under
          Section 4.1 for six (6) months following the termination or until the
          Executive begins receiving payments under the Company's long-term
          disability policy, whichever occurs first.


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          3.2.2     By  the  Executive:

               (a)  For Cause, in which event the Employer shall be required
          to continue to meet its obligations under Section 4.1 for a period
          equal to twelve (12) months following the termination; or

               (b)  Without Cause or upon the Disability of the Executive,
          provided that the Executive shall give the Employer sixty (60) days'
          prior written notice of his intent to terminate.

          3.2.3     At  any  time upon mutual, written agreement of the parties.

          3.2.4     Notwithstanding  anything in this Agreement to the contrary,
     the Term shall end automatically upon the Executive's death.

     3.3  CHANGE OF CONTROL. If the Executive terminates his employment with
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the Employer under this Agreement for any reason within six (6) months following
a Change of Control, the Executive, or in the event of his subsequent death, his
designated beneficiaries or his estate, as the case may be, shall receive, as
liquidated damages, in lieu of all other claims, a severance payment equal to
two (2) times the Executive's then current Base Salary to be paid in full on the
last day of the month following the date of termination. In no event shall the
payment(s) described in this Section 3.3 exceed the amount permitted by Section
280G of the Internal Revenue Code, as amended (the "Code"). Therefore, if the
aggregate present value (determined as of the date of the Change of Control in
accordance with the provisions of Section 280G of the Code) of both the
severance payment and all other payments to the Executive in the nature of
compensation which are contingent on a change in ownership or effective control
of the Bank or the Company or in the ownership of a substantial portion of the
assets of the Bank or the Company (the "Aggregate Severance") would result in a
"parachute payment," as defined under Section 280G of the Code, then the
Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied
by Executive's "base amount" for the "base period," as those terms are defined
under Section 280G. In the event the Aggregate Severance is required to be
reduced pursuant to this Section 3.3, the Executive shall be entitled to
determine which portions of the Aggregate Severance are to be reduced so that
the Aggregate Severance satisfies the limit set forth in the preceding sentence.
Notwithstanding any provision in this Agreement, if the Executive may exercise
his right to terminate employment under this Section 3.3 or under Section
3.2.2(a), the Executive may choose which provision shall be applicable.

     3.4  EFFECT OF TERMINATION. Upon termination of the Executive's
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employment hereunder for any reason, the Employer shall have no further
obligations to the Executive or the Executive's estate with respect to this
Agreement, except for the payment of salary and bonus amounts, if any, accrued
pursuant to Sections 4.1 and 4.2 hereof and unpaid as of the effective date of
the termination of employment and payments set forth in Sections 3.2.1(a), (c)
or (d); Section 3.2.2(a); and/or Section 3.3 as applicable. Nothing contained
herein shall limit or impinge upon any other rights or remedies of the Employer
or the Executive under any other agreement or plan to which the Executive is a
party or of which the Executive is a beneficiary.


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4.   COMPENSATION. The Executive shall receive the following salary and
     ------------
benefits  during  the  Term,  except  as  otherwise  provided  below:

     4.1  BASE SALARY. Initially, the Executive shall be compensated at a
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base rate of $90,000 per year (the "Base Salary"). The obligation for payment of
Base Salary shall be apportioned between the Company and the Bank as they may
agree from time to time in their sole discretion. The Executive's Base Salary
shall be reviewed by the Board of Directors of the Bank and the Company at least
annually, and the Executive shall be entitled to receive annual increases in
such amount, if any, as may be determined by the Board of Directors of the Bank
or the Company based on its evaluation of Executive's performance. Base Salary
shall be payable in accordance with the Employer's normal payroll practices.

     4.2  INCENTIVE COMPENSATION. Initially, the Executive shall be
          ----------------------
eligible for an annual bonus, if any, as determined by the Board of Directors of
the Company or the Bank pursuant to any incentive compensation program as may be
adopted from time to time by the Company or the Bank. Commencing with the first
fiscal month in which the Bank attains pretax profits, as determined by the
Board of Directors of the Company or the Bank, the Executive shall be eligible
for an annual bonus in an amount equal to ten percent (10%) of the Executive's
Base Salary. At such time as the Bank attains cumulative profitability, as
determined by the Board of Directors of the Company or the Bank, the Executive
shall be eligible for an annual bonus in an amount equal to fifteen percent
(15%) of the Executive's Base Salary. Notwithstanding the foregoing, the
Executive shall only receive a bonus if the Bank has a CAMELS rating of 1 or 2
for the year in which the bonus will be paid and the overall financial condition
of the Bank, including its asset quality, will not be adversely affected by
payment of such bonus.

     4.3  STOCK OPTIONS. As of the Effective Date, the Company will have
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established a stock incentive plan and will grant to the Executive pursuant to
such stock incentive plan an incentive stock option to purchase a number of
shares of the Company's common stock equal to two percent (2%) of the number of
shares sold in the Company's initial offering of shares at an exercise price
equal to the price at which such stock was offered and sold in the initial
offering. The option generally will become vested and exercisable in one-third
increments, commencing on the first anniversary of the option grant date and
continuing for the next two (2) successive anniversaries until the option is
fully vested and exercisable. Upon a Change of Control, the option will become
fully vested and exercisable, subject to restrictions as may be imposed by the
Bank's primary regulator. The option shall expire generally upon the earliest of
(i) three (3) months following the Executive's termination of employment; (ii)
one (1) year following the Executive's termination of employment due to death or
disability; or (iii) the tenth anniversary of the option grant date. The option
will be issued by the Employer pursuant to the Company's stock incentive plan
and subject to the terms of a related stock option agreement.

     4.4  HEALTH INSURANCE. The Employer shall reimburse the Executive for
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one-half ( ) of the cost of premium payments paid by the Executive for the
Executive's current health insurance covering the Executive and the members of
his immediate family until the first to occur of the following:


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          (a)  such time as the Company adopts a health insurance plan for
     employees of the Company and/or the Bank;

          (b)  the Company and the Bank abandon their organizational efforts; or

          (c)  twelve (12) months after the Beginning Date.

     4.5  AUTOMOBILE. Beginning as of the Effective Date, the Employer will
          ----------
provide  Executive  with  a  monthly  automobile  allowance  of  $400.

     4.6  BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees
          ------------------------------
to  reimburse  the  Executive  for:

          (a)  reasonable and necessary business (including travel) expenses
     incurred by him in the performance of his duties hereunder, as approved by
     the Board of Directors of either the Bank or the Company; and

          (b)  beginning as of the Effective Date, the dues and business
     related expenditures, including initiation fees, associated with membership
     in a single country club and a single civic association both as selected by
     the Executive and in professional associations which are commensurate with
     his position;

     provided, however, that the Executive shall, as a condition of
     reimbursement, submit verification of the nature and amount of such
     expenses in accordance with reimbursement policies from time to time
     adopted by the Employer and in sufficient detail to comply with rules and
     regulations promulgated by the Internal Revenue Service.

     4.7  VACATION. On a non-cumulative basis, the Executive shall initially
          --------
be entitled to two (2) weeks of vacation in each successive twelve-month period
during the Term. At such time as the Bank attains cumulative profitability, as
determined by the Board of Directors of the Company and the Bank, the Executive
shall be entitled to three (3) weeks of vacation in each successive twelve-month
period thereafter during the Term. During all vacations, Executive's
compensation shall be paid in full.

     4.8  LIFE INSURANCE. Beginning as of the Effective Date, the Employer
          --------------
will provide the Executive with term life insurance coverage similar to term
life insurance coverage as may be available to other executives of the Bank
similarly situated to the Executive. Any death benefit offered under such
coverage shall be payable to such beneficiary or beneficiaries as the Executive
may designate.

     4.9  BENEFITS. In addition to the benefits specifically described in
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this Agreement, the Executive shall be entitled to such benefits as may be
available from time to time to executives of the Company and the Bank similarly
situated to the Executive. All such benefits shall be awarded and administered
in accordance with the Employer's standard policies and practices. Such benefits
may include, by way of example only, profit-sharing plans, retirement or


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investment funds, dental, health, life and disability insurance benefits and
such other benefits as the Employer deems appropriate.

     4.10 WITHHOLDING. The Employer may deduct from each payment of
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compensation hereunder all amounts required to be deducted and withheld in
accordance with applicable federal and state income, FICA and other withholding
requirements.

5.   COMPANY INFORMATION.
     --------------------

     5.1  OWNERSHIP OF COMPANY INFORMATION. All Company Information
          --------------------------------
received  or  developed  by  the  Executive  while employed by the Employer will
remain  the  sole  and  exclusive  property  of  the  Employer.

     5.2  OBLIGATIONS OF THE EXECUTIVE. The Executive agrees:
          -----------------------------

          (a)  to hold Company Information in strictest confidence;

          (b)  not to use, duplicate, reproduce, distribute, disclose or
     otherwise disseminate Company Information or any physical embodiments of
     Company Information; and

          (c)  in any event, not to take any action causing or fail to take
     any action necessary in order to prevent any Company Information from
     losing its character or ceasing to qualify as Confidential Information or a
     Trade Secret.

In the event that the Executive is required by law to disclose any Company
Information, the Executive will not make such disclosure unless (and then only
to the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is given to the Company when the Executive becomes aware that such disclosure
has been requested and is required by law. This Section 5 shall survive for a
period of twelve (12) months following termination of this Agreement for any
reason with respect to Confidential Information, and shall survive termination
of this Agreement for any reason for so long as is permitted by applicable law,
with respect to Trade Secrets.

     5.3  DELIVERY UPON REQUEST OR TERMINATION. Upon request by the
          -------------------------------------
Employer, and in any event upon termination of his employment with the Employer,
the Executive will promptly deliver to the Employer all property belonging to
the Employer, including, without limitation, all Company Information then in his
possession or control.

6.   NON-COMPETITION. The Executive agrees that during his employment by the
     ---------------
Employer  hereunder  and,  in  the  event  of  his  termination:

     -    by the Employer for Cause or without Cause pursuant to either Section
          3.2.1(b) and (c),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,


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for a period of twelve (12) months thereafter, he will not (except on behalf of
or with the prior written consent of the Employer), within the Area, either
directly or indirectly, on his own behalf or in the service or on behalf of
others, as an executive employee or in any other capacity which involves duties
and responsibilities similar to those undertaken for the Employer (including as
an organizer or proposed executive officer of a new financial institution),
engage in any business which is the same as or essentially the same as the
Business of the Employer.

7.   NON-SOLICITATION OF CUSTOMERS. The Executive agrees that during his
     -----------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause or without Cause pursuant to either Section
          3.2.1(b) and (c),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,

for a period of twelve (12) months thereafter, he will not (except on behalf of
or with the prior written consent of the Employer), within the Area, on his own
behalf or in the service or on behalf of others, solicit, divert or appropriate
or attempt to solicit, divert or appropriate, any business from any of the
Employer's customers, including actively sought prospective customers, with whom
the Executive has or had material contact during the last two (2) years of his
employment, for purposes of providing products or services that are competitive
with the Business of the Employer.

8.   NON-SOLICITATION OF EMPLOYEES. The Executive agrees that during his
     -----------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by the Employer for Cause or without Cause pursuant to either Section
          3.2.1(b) and (c),
     -    by the Executive without Cause pursuant to Section 3.2.2(b), or
     -    by the Executive in connection with a Change of Control pursuant to
          Section 3.3,

for a period of twelve (12) months thereafter, he will not, within the Area, on
his own behalf or in the service or on behalf of others, solicit, recruit or
hire away or attempt to solicit, recruit or hire away, any employee of the
Employer or its Affiliates to another person or entity providing products or
services that are competitive with the Business of the Employer, whether or not:

     -    such employee is a full-time employee or a temporary employee of the
          Employer or its Affiliates,
     -    such employment is pursuant to written agreement, and
     -    such employment is for a determined period or is at will.

9.   REMEDIES. The Executive agrees that the covenants contained in Sections
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5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties of the Employer, and that irreparable loss and damage will be
suffered by the Employer should he breach any of the covenants. Therefore, the
Executive agrees and consents that, in addition to all the remedies provided by
law or in equity, the Employer shall be entitled to a temporary restraining
order and temporary and permanent injunctions to prevent a breach or
contemplated breach of any of the covenants.


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The Employer and the Executive agree that all remedies available to the Employer
or the Executive, as applicable, shall be cumulative.

10.  SEVERABILITY. The parties agree that each of the provisions included in
     ------------
this Agreement is separate, distinct and severable from the other provisions of
this Agreement and that the invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement. Further, if any provision of this Agreement is ruled invalid
or unenforceable by a court of competent jurisdiction because of a conflict
between the provision and any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under the law or public policy.

11.  NO SET-OFF BY THE EXECUTIVE. The existence of any claim, demand, action
     ---------------------------
or cause of action by the Executive against the Employer, or any Affiliate of
the Employer, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of any of its rights
hereunder.

12.  NOTICE. All notices and other communications required or permitted
     ------
under this Agreement shall be in writing and, if mailed by prepaid first-class
mail or certified mail, return receipt requested, shall be deemed to have been
received on the earlier of the date shown on the receipt or three (3) business
days after the postmarked date thereof. In addition, notices hereunder may be
delivered by hand or overnight courier, in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement shall be given to the parties hereto at the following addresses:

          (i)  If to the Company, to it at:

               Generations Bancshares, Inc.
               199 D Highway 515
               Blairsville, Georgia 30512

         (ii)  If to the Bank, to it at:

               Generations Bank
               199 D Highway  515
               Blairsville, Georgia 30512

        (iii) If to the Executive, to him at:

               John Carini
               2433 Russ Cornett Road
               Boone, NC 28607

13.  ASSIGNMENT. Neither party hereto may assign or delegate this Agreement
     ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement.


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14.  WAIVER. A waiver by one party to this Agreement of any breach of this
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Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.  ARBITRATION. Any controversy or claim arising out of or relating to
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this contract, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered
only in the State Court of Georgia or the federal court for the Northern
District of Georgia. The Employer and the Executive agree to share equally the
fees and expenses associated with the arbitration proceedings. EXECUTIVE MUST
INITIAL HERE: /s/ JDC.
              --------

16.  ATTORNEYS' FEES. In the event that the parties have complied with this
     ----------------
Agreement with respect to arbitration of disputes and litigation ensues between
the parties concerning the enforcement of an arbitration award, the party
prevailing in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred by the prevailing party in connection with such litigation, and the
other party shall pay such costs and expenses to the prevailing party promptly
upon demand by the prevailing party.

17.  APPLICABLE LAW. This Agreement shall be construed and enforced under
     ---------------
and  in  accordance  with  the  laws  of  the  State  of  Georgia.

18.  INTERPRETATION. Words importing any gender include all genders. Words
     --------------
importing the singular form shall include the plural and vice versa. The terms
"herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to this Agreement. Any captions, titles or headings preceding the text of any
article, section or subsection herein are solely for convenience of reference
and shall not constitute part of this Agreement or affect its meaning,
construction or effect.

19.  ENTIRE AGREEMENT. This Agreement embodies the entire and final
     ----------------
agreement of the parties on the subject matter stated in this Agreement. No
amendment or modification of this Agreement shall be valid or binding upon the
Employer or the Executive unless made in writing and signed by both parties. All
prior understandings and agreements relating to the subject matter of this
Agreement are hereby expressly terminated.

20.  RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or
     -----------------------
shall be construed to confer upon or give to any person, firm or other entity,
other than the parties hereto and their permitted assigns, any rights or
remedies under or by reason of this Agreement.

21.  SURVIVAL. The obligations of the Executive pursuant to Sections 5, 6,
     --------
7, 8 and 9 shall survive the termination of the employment of the Executive
hereunder for the period designated under each of those respective sections.

22.  JOINT AND SEVERAL. The obligations of the Bank and the Company to
     -----------------
Executive hereunder shall be joint and several.


                                       12
<PAGE>
     IN  WITNESS  WHEREOF,  the  Employer  and  the  Executive have executed and
delivered  this  Agreement  as  of  the  date  first  shown  above.

                              THE BANK:

                              GENERATIONS BANK (PROPOSED)

                              By:  /s/ John Mark Turner
                                 ------------------------------------
                              Print Name:  John Mark Turner
                                         ----------------------------
                              Title: Chairman, Personnel Committee
                                    ---------------------------------




                              THE COMPANY:

                              GENERATIONS BANCSHARES, INC.

                              By:  /s/  John Mark Turner
                                 ------------------------------------
                              Print Name:  John Mark Turner
                                         ----------------------------
                              Title: Chairman, Personnel Committee
                                    ---------------------------------


                              THE EXECUTIVE:



                               /s/  John D. Carini
                              ---------------------------------------


                                       13
<PAGE>
                                    Exhibit A
                                    ---------

                         Initial Duties of the Executive
                         -------------------------------


                             CHIEF EXECUTIVE OFFICER

Function:
---------

Has overall responsibility for the leadership of the organization in all aspects
of its activities to insure safety and soundness, maximize return to the
shareholders, and meet the needs of its various constituencies (shareholders,
Board of Directors, customers, employees, regulators, and communities).

Principal  Accountabilities:
----------------------------

1.   Develops and implements the overall business strategy of the Company and
     the Bank, its culture and mission statement. Responsible for the planning,
     implementation and control of long-term and short-term goals, as well as
     strategic plans.

2.   Provides leadership and direction in establishing, implementing,
     monitoring, and achieving the annual business plan.

3.   Oversees employee selection, training, professional development and
     performance at all levels within the Company and the Bank. Ensures each
     employee has clarity of job responsibilities and defined standards and
     goals.

4.   Provides leadership in establishing overall policies and procedures such as
     credit policy, investment policy, risk tolerance levels, and operational
     procedures.

5.   Works closely with the Chief Financial Officer to insure appropriate
     financial reporting and that proper accounting procedures are utilized.

6.   Works closely with the Senior Lending Officer to monitor quality of loan
     portfolio and that loans comply with the Bank's lending policy.

7.   Provides active leadership in the development and implementation of an
     effective CRA program including active involvement in ascertaining the
     communities' credit needs.

8.   Originates and approves loans, acting within the approved loan limits and
     guidelines approved by the Board of Directors.

9.   Participates actively in community and civic activities so as to create a
     positive public perception of the Company and the Bank. Also, is actively
     involved in business


                            Exhibit A - Page 1 of 2
<PAGE>
     development activities to solicit and maintain sufficient business to meet
     and/or exceed established goals.

10.  Responsible for maintaining sound relationships with the various regulatory
     agencies and managing the Bank to meet or exceed all regulatory guidelines.


                            Exhibit A - Page 2 of 2
<PAGE>