Exhibit 10.12


                          AMENDMENT TO OPTION AGREEMENT



THIS AMENDMENT TO OPTION AGREEMENT is made and entered into this 3rd day of
June, 2002, by and between ELAMS MILL PARTNERS, LLC, a Georgia limited liability
company (hereinafter called "Landlord"), and GENERATIONS BANCSHARES, INC., a
Georgia corporation (hereinafter called "Tenant"), for and in consideration of
the promises herein contained;


                              W I T N E S S E T H:


WHEREAS, Landlord and Tenant have previously entered into that certain Option
Agreement dated October 1, 2001 and being modified by no separate amendments
(the "Option Agreement") covering that certain real property of Landlord located
in or near the City of Blairsville, County of Union, State of Georgia containing
approximately one and eight-one hundreds (1.08) acres (the "Property"); and

WHEREAS, Landlord and Tenant do now desire to modify and amend the Option
Agreement as specifically set forth herein.

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable considerations, the receipt and legal sufficiency of which is
hereby acknowledged, the parties agree that the Option Agreement is hereby
modified and amended as follows:

1.   Section 1, Option to Lease, shall be deleted in its entirety and the
following shall be inserted in lieu thereof:

     1.   Option to Lease.
          ---------------

          (a)  For a period of one-hundred twenty (120) days from October 1,
               2001 (the "Option Period"), Landlord grants to Tenant the
               exclusive right and option (the "Option") to lease the Property.
               Tenant shall have the right to extend the Option for Three (3)
               additional thirty (30) day periods by written notice to Landlord
               on or before the expiration of the initial Option Period and ally
               subsequent renewal period and payment of an additional $3,000.00
               to Landlord for each thirty-day period (the "Extension Fee").

               Tenant shall have the right to extend the Option for seven
               additional 30-day periods starting with the end of the 3rd 30-day
               extension period. The extension fees for the additional seven
               periods are as follows:


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               Period                            Extension  Fee
               ------                            --------------
               April 30th - May 29th                 $20,000.00
               May 30th - June 29th                   $3,500.00
               June 30th - July 29th                  $3,500.00
               July 30th - August 28th                $3,500.00
               August 29th -  September 27th          $3,500.00
               September 28th - October 27th          $3,500.00
               October 28th - November 26th           $3,500.00

          (b)  Tenant shall have the right to exercise the Option by written
               notice to Landlord on or before the expiration of the Option
               Period, as the same may be extended. Tenant must provide an
               executed and recordable copy of Exhibit "B-1" with it's written
               notice of exercise of the Option. Such notice shall not be given
               before Tenant has completed the sale of its public stock
               offering. If Tenant fails to give such written notice prior to
               the expiration of the Option Period, as the same may be extended,
               the Option shall expire and be of no further force and effect and
               Landlord shall be entitled to retain all Option Fees and
               Extension Fees.

2.   Exhibit "B" to the Option shall deleted in its entirety and. the attached
Exhibit  "B-1"  shall  be  inserted  in  lieu  thereof.


All other terms and conditions of the Option Agreement shall remain in full
force and effect and unchanged, except as specifically set forth herein.


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IN WITNESS WHEREOF, the parties hereto have entered into this Amendment
to Option Agreement as of the day and year first above written.



     LANDLORD:
     ELAMS MILL PARTNERS, LLC, a Georgia limited liability company



     By: /s/ Gary Leedham
        ------------------
     Name: Gary Leedham
     Its: Managing Member



     TENANT:
     GENERATIONS BANCSHARES, INC., a Georgia corporation



     By: /s/ David K. George
        ----------------------
     Name: David K. George
     Its: President


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<PAGE>
                                  Exhibit B-1



Exhibit B-1 may be found at Exhibit 10.2.


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