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                                                                   EXHIBIT 10.11


                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                               FAYETTE COUNTY BANK

                                       AND

                                MARK B. KEARSLEY


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                                TABLE OF CONTENTS

<TABLE>
<S>         <C>                                                                                                   <C>
Section 1.  Definitions...........................................................................................2

Section 2.  Employment............................................................................................5

Section 3.  Titles................................................................................................5

Section 4.  Compensation and Benefits; Disability.................................................................5

Section 5.  Expenses..............................................................................................6

Section 6.  Termination...........................................................................................6

Section 7.  Confidential Information and Related Matters.........................................................10

Section 8.  Key-Man Life Insurance...............................................................................12

Section 9.  Notices..............................................................................................13

Section 10.  Miscellaneous.......................................................................................13
</TABLE>


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                              EMPLOYMENT AGREEMENT

                  This EMPLOYMENT AGREEMENT (this "Agreement") dated as of
February 21, 1996, by and between Fayette County Bank, a Georgia banking
corporation (the "Employer"), and Mark B. Kearsley (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Employer presently employs the Executive as the
Senior Vice President and Chief Financial Officer of the Employer pursuant to
the terms of this Agreement; and

                  WHEREAS, the Executive desires to be employed by the Employer
pursuant to this Agreement; and

                  WHEREAS, both parties hereto acknowledge that the services to
be performed by the Executive under this Agreement shall require a high degree
of diligence, creativity and responsiveness appropriate to the Employer's
business intentions;

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
Employer and the Executive hereby agree as follows:

                  Section 1. DefinitionsSection 1. Definitions. For the purpose
of this Agreement, the terms used as headings in this Section 1, and
parenthetically defined elsewhere in this Agreement, shall have the indicated
meanings.

                  1.1 Adequate Justification. The occurrence after a Change in
Control of any of the following events or conditions: (i) a material failure of
the Employer to comply with the terms of this Agreement; (ii) any relocation of
the Executive outside the Territory, as amended from time to time, that is not
approved by the Board of Directors; or (iii) other than as provided for herein,
any substantial diminution in the Executive's authority or the Executive's
responsibilities that is not approved by the Board of Directors.

                  1.2 Affiliate. Any business entity controlled by, controlling
or under common control with the Employer.

                  1.3 Board of Directors. The Board of Directors of the
Employer.

                  1.4 Business. The operation of a depository financial
institution, including, without limitation, the solicitation and acceptance of
deposits of money and commercial paper, the solicitation and funding of loans
and the provision of other banking services, and any other related business
engaged in by the Employer or any of its Affiliates as of the date of
termination.



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                  1.5 Cause. As defined in Section 6.3(a)(iii).

                  1.6 CEO. Chief Executive Officer of the Employer.

                  1.7 Change in Control. The occurrence during the Term of any
of the following events, unless such event is as a result of a Non-Control
Transaction:

                  (a)(_)   The individuals who, as of the date of this
                           Agreement, are members of the Board of Directors of
                           the Employer (the "Incumbent Board") cease for any
                           reason to constitute at least two-thirds of the Board
                           of Directors of the Employer; provided, however, that
                           if the election, or nomination for election by the
                           Employer's shareholders, of any new director was
                           approved in advance by a vote of at least two-thirds
                           of the Incumbent Board, such new director shall, for
                           purposes of this Agreement, be considered as a member
                           of the Incumbent Board; provided, further, that no
                           individual shall be considered a member of the
                           Incumbent Board if such individual initially assumed
                           office as a result of either an actual or threatened
                           "Election Contest" (as described in Rule 14a-11
                           promulgated under the Securities Exchange Act of 1934
                           (the "Exchange Act"), or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of any person other than the Board of Directors of
                           the Employer (a "Proxy Contest"), including by reason
                           of any agreement intended to avoid or settle any
                           Election Contest or Proxy Contest.

                  (b)(_)   An acquisition (other than directly from the
                           Employer) of any voting securities of the Employer
                           (the "Voting Securities") by any "Person" (as the
                           term "person" is used for purposes of Section 13(d)
                           or 14(d) of the Exchange Act) immediately after which
                           such Person has "Beneficial Ownership" (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of 20% or more of the combined voting power of
                           the Employer's then outstanding Voting Securities;
                           provided, however, that in determining whether a
                           Change in Control has occurred, Voting Securities
                           which are acquired in a Non-Control Acquisition shall
                           not constitute an acquisition which would cause a
                           Change in Control.

                  (c)(_)   Approval by the shareholders of the Employer of: (i)
                           a merger, consolidation, or reorganization involving
                           the Employer; (ii) a complete liquidation or
                           dissolution of the Employer; or (iii) an agreement
                           for the sale or other disposition of all or
                           substantially all of the assets of the Employer to
                           any Person (other than a transfer to a Subsidiary).

                  (d)      A notice of an application is filed with the Federal
                           Reserve Board (the "FRB") pursuant to Regulation "Y"
                           of the FRB under the Change in Bank Control Act or
                           the Bank Holding Company Act or otherwise for



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                       permission to acquire control of the Employer or any of
                       its banking subsidiaries.

                  1.8  COBRA.  The Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended.

                  1.9  Competing  Business.  Any business  that, in whole or
in part, is the same or  substantially the same as the Business.

                  1.10 Confidential Business Information. Any non-public
information of a competitively sensitive or personal nature, other than Trade
Secrets, acquired by the Executive, directly or indirectly, in connection with
the Executive's employment (including his employment with the Employer prior to
the date of this Agreement), including (without limitation) oral and written
information concerning the Employer or its Affiliates relating to financial
position and results of operations (revenues, margins, assets, net income,
etc.), annual and long-range business plans, marketing plans and methods,
account invoices, oral or written customer information, and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs,
and records, whether or not legended or otherwise identified by the Employer and
its Affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of disclosure,
directly or indirectly, by the Executive, or was available to the Executive on a
non-confidential basis prior to its disclosure to the Executive.

                  1.11 Non-Control Acquisition. An acquisition by (a) an
employee benefit plan (or a trust forming a part thereof) maintained by (i) the
Employer or (ii) any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is owned directly or
indirectly by the Employer (a "Subsidiary"); (b) the Employer or any Subsidiary;
or (c) any person in connection with a Non-Control Transaction.

                  1.12 Non-Control Transaction.  A transaction described in
clauses (a) and (b) below:

                  (a)      the shareholders of the Employer, immediately before
                           such merger, consolidation or reorganization, own,
                           directly or indirectly, immediately following such
                           merger, consolidation or reorganization, at least 50%
                           of the combined voting power of the outstanding
                           voting securities of the corporation resulting from
                           such merger, consolidation or reorganization (the
                           "Surviving Corporation") in substantially the same
                           proportion as their ownership of the Voting
                           Securities immediately before such merger,
                           consolidation or reorganization; and

                  (b)      immediately following such merger, consolidation or
                           reorganization, the number of directors on the board
                           of directors of the Surviving Corporation




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                           who were members of the Incumbent Board shall at
                           least equal the number of directors who were
                           affiliated with or appointed by the other party to
                           the merger, consolidation or reorganization.

                  1.13    Term. As defined in Section 6.1.

                  1.14    Territory. A radius of ten miles from (i) the main
office of the Employer or (ii) any branch office of the Employer.

                  1.15    Trade Secret. Any information, including, but not
limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a plan, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, or a list 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 (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

                  Section 2. Employment. (a) The Employer hereby employs the
Executive to serve in the positions described in Section 3 below during the term
of this Agreement and to perform those acts and duties for, and to furnish
services to, the Employer and its Affiliates as may be designated from time to
time by the Board of Directors. The Executive hereby accepts such employment.
The Executive will have such executive or managerial duties as the Board of
Directors shall direct from time to time, as specified in the Employer's Bylaws,
as amended from time to time, or as the Board of Directors shall direct from
time to time. In the performance of his duties hereunder, the Executive shall
comply with all laws, rules and regulations which may be applicable to the
Employer from time to time.

                           (b) The Executive shall use his best and most
diligent efforts to promote the interests of the Employer and its Affiliates and
shall devote his full business time and attention to his employment under this
Agreement. The Executive may devote a reasonable amount of time to serve as a
director or advisor to charitable and community activities and to managing his
personal investments; provided, however, that such activities and investments do
not materially interfere with the performance of his duties hereunder and are
not in conflict or competitive with, or adverse to, the interests of the
Employer and its Affiliates.

                  Section 3.  Titles.  The Executive shall hold the title of
Senior Vice President and Chief Financial Officer of the Employer.

                  Section 4.  Compensation and Benefits; Disability

                  4.1 Compensation. The Employer shall pay the Executive a
salary at a rate of not less than $80,000 per annum in accordance with the
salary payment practices of the Employer. The Board of Directors shall
determine, in its sole discretion, with the Executive abstaining from
participating in the consideration of and vote on the matter, whether a salary
increase for the Executive is merited based upon annual performance and a cost
of living review.
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                  4.2 Bonus. The Executive shall be eligible to receive a cash
bonus in an amount determined by the Board of Directors, with the Executive
abstaining from participating in the consideration of and vote on the matter,
based on such intangible criteria as the Board of Directors shall establish.

                  4.3 Other Benefits. During the term of this Agreement, the
Employer shall provide the Executive with all life insurance, dental and health
insurance, disability insurance, retirement benefits, and such other benefits or
plans as are generally afforded other personnel of the Employer.

                  4.4 Vacation. The Executive may take four weeks paid vacation
per year through the third year of this Agreement.

                  Section 5. ExpensesSection 5. Expenses. Pursuant to the
Employer's customary policies in force at the time of payment, the Executive
shall be promptly reimbursed, against presentation of vouchers or receipts
therefor, for all authorized expenses properly and reasonably incurred by him on
behalf of the Employer or its Affiliates in the performance of his duties
hereunder.

                  Section 6.  TerminationSection 6.  Termination.

                  6.1 Term. The Executive's employment hereunder shall be for a
term commencing on the date hereof and ending on the third anniversary of this
Agreement (the "Term"), unless further extended or sooner terminated as provided
below.

                  6.2 Extension of Term. On the last day of this Agreement, the
term of the Executive's employment shall be automatically extended for one
additional three-year term without further action by the parties unless, prior
to the last day of this Agreement, either party shall serve 30 days written
notice upon the other of its intention that this Agreement shall not be so
extended; provided, that if Employer does not renew this Agreement for an
additional three-year term pursuant to this Section 6.2, the Employer shall pay
the Executive severance compensation in an amount equal to 100% of his then
current monthly base salary each month for a period ending six months from the
last day of this Agreement.

                  6.3 Termination. (a) Notwithstanding the provisions of Section
6.1 or Section 6.2, Executive's employment hereunder shall terminate upon the
occurrence of any of the following events:

                    (i)     The death of the Executive, in which event such
                            employment shall terminate automatically;

                    (ii)    The disability of the Executive, which renders him
                            unable to perform the essential functions of his
                            job, and for which reasonable accommodation is
                            unavailable. For purposes of this Agreement, a
                            "disability" is defined as a physical or mental
                            impairment that substantially limits one or more
                            major life activities; and a "reasonable
                            accommodation" is one that does not



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                            impose an undue hardship on the Employer. The
                            Executive acknowledges that the position of CEO and
                            President is one that requires the full time and
                            energy of the Executive and that any accommodation
                            based on part-time employment would pose an undue
                            hardship on the Employer; or

                    (iii)   Upon the determination of Cause for termination, in
                            which event such employment may be terminated by
                            written notice at the election of the Employer. For
                            purposes of this Agreement, "Cause" shall consist of
                            any of (A) the commission by the Executive of a
                            willful act (including, without limitation, a
                            dishonest or fraudulent act) or a grossly negligent
                            act, or the willful or grossly negligent omission to
                            act by the Executive, which is intended to cause,
                            causes or is reasonably likely to cause material
                            harm to the Employer (including harm to its business
                            reputation), (B) the indictment of the Executive for
                            the commission or perpetration by the Executive of
                            any felony or any crime involving dishonesty, moral
                            turpitude or fraud, (C) the material breach by the
                            Executive of this Agreement that, if susceptible of
                            cure, remains uncured ten days following written
                            notice to the Executive of such breach, (D) the
                            receipt of any form of notice, written or otherwise,
                            that any regulatory agency having jurisdiction over
                            the Employer intends to institute any form of formal
                            or informal (e.g., a memorandum of understanding
                            which relates to the Executive's performance)
                            regulatory action against the Executive or the
                            Employer (provided, that the Board of Directors
                            determines in good faith, with the Executive
                            abstaining from participating in the consideration
                            of and vote on the matter, that the subject matter
                            of such action involves acts or omissions by or
                            under the supervision of the Executive or that
                            termination of the Executive would materially
                            advance the Employer's compliance with the purpose
                            of the action or would materially assist the
                            Employer in avoiding or reducing the restrictions or
                            adverse effects to the Employer related to the
                            regulatory action); (E) the Executive exhibits a
                            standard of behavior within the scope of his
                            employment that is materially disruptive to the
                            orderly conduct of the Employer's business
                            operations (including, without limitation, substance
                            abuse or sexual misconduct) to a level which, in the
                            Board of Directors' good faith and reasonable
                            judgment, with the Executive abstaining from
                            participating in the consideration of and vote on
                            the matter, is materially detrimental to the
                            Employer's best interest, that, if susceptible of
                            cure remains uncured ten days following written
                            notice to the Executive of such specific
                            inappropriate behavior; or (F) as provided in
                            Section 2(b), the failure of the Executive to devote
                            his full business time and attention to his
                            employment under this Agreement that, if susceptible
                            of cure, remains uncured 30 days following written
                            notice to the Executive of such failure.

                  (b) If the Executive's employment is terminated by the
Employer pursuant to Section 6.3(a)(i), the Executive's estate shall receive any
sums due him as base salary and/or



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reimbursement of expenses through the end of the month during which death
occurred, plus a pro rata share of any bonus under Section 4.2 if otherwise
payable with respect to the fiscal year during which the Executive died which
was earned as of the date of the Executive's death as a result of the Employer
achieving the goals determined by the Board of Directors.

                  (c) In the event of the physical or mental incapacity of the
Executive which, if continued for a sufficient period, would provide the
Employer with grounds for termination of the Executive's employment under
Section 6.3(a)(ii), the Employer shall continue to pay the Executive his full
base salary at the rate then in effect under Section 4.1 and all perquisites and
other benefits (other than any bonus under Section 4.2) until the Executive
becomes eligible for benefits under any long-term disability plan or insurance
program maintained by the Employer, after which the Executive shall be entitled
to receive 50% of his base salary then in effect under Section 4.1, and all
perquisites and other benefits (other than any bonus under Section 4.2), until
the earlier of (i) the Executive's death; (ii) the Executive's return to full
employment status with the Employer; or (iii) the second anniversary of such
incapacity. Furthermore, the Executive shall receive his pro rata share of any
bonus under Section 4.2 which was earned on the date the Executive became
disabled as a result of the Employer achieving the goals determined by the Board
of Directors. Nothing in this Section 6.3(c) shall preclude the Employer from
terminating the Executive's employment under Section 6.3(a)(iii).

                  (d) If the Executive's employment is terminated for Cause
pursuant to Section 6.3(a)(iii), or if the Executive resigns without Adequate
Justification (except for a termination of employment pursuant to Section
6.3(f)), the Executive shall receive any sums due him as base salary and/or
reimbursement of expenses through the date of such termination. Adequate
Justification shall only be deemed to have occurred if not cured by the Employer
within ten days following receipt of written notice from the Executive which
specifies with particularity the events which constitute such Adequate
Justification.

                  (e) If Employer terminates the Executive other than pursuant
to clauses (i), (ii) or (iii) of Section 6.3(a), the Employer shall pay to the
Executive severance compensation in an amount equal to 100% of his then current
monthly base salary each month for a period ending on the earlier of (if the
then applicable Term), the date which is six months from the date of
termination, or the date his total monthly compensation from his new position
equals his monthly base salary under this Agreement at the date of termination.
If and to the extent that the Executive's compensation in his new employment
position is less than his current base salary from the Employer, then the
Executive shall be entitled to a supplement payable monthly in an amount equal
to the difference between the Executive's monthly base salary under this
Agreement at the date of termination of employment and his total monthly
compensation in his new position (as determined by dividing the Executive's
annual compensation from the Executive's new position by 12). If the Employer
terminates the Executive other than pursuant to clauses (i), (ii) or (iii) of
Section 6.3(a) the Employer shall also pay the Executive his pro rata share of
any bonus pursuant to Section 4.2 which was earned as of the date of his
termination by achievement of the goals determined by the Board of Directors.




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                  (f) After a Change in Control, the Executive may terminate his
employment hereunder for any reason upon delivery of a Notice of Termination to
the Employer within a 90-day period beginning on the 30th day after any
occurrence of a Change in Control or within a 90-day period beginning on the one
year anniversary of the occurrence of a Change in Control. If the Executive's
employment with the Employer is terminated pursuant to this Section 6.3(f), in
addition to other rights and remedies available in law or equity, the Executive
shall be entitled to the following: (i) the Employer shall pay the Executive in
cash within 15 days of the such termination date any sums due him as base salary
and/or reimbursement of expenses through the date of such termination plus a pro
rata share of any bonus under Section 4.2 if otherwise payable with respect to
the fiscal year during such termination which was earned as of the date of
termination as a result of the Employer achieving the goals determined by the
Board of Directors; (ii) the Employer shall pay the Executive in cash within 15
days of such termination date one lump sum payment in an amount equal to two
times the Executive's then current annual base salary; and (iii) the
restrictions on any outstanding incentive awards (including stock options)
granted to the Executive under any incentive plan or arrangement shall lapse and
such incentive award shall become 100% vested, all stock options and stock
appreciation rights granted to the Executive shall become immediately
exercisable and shall become 100% vested, and all stock options granted to the
Executive shall become 100% vested.

                  (g) With the exceptions of the provisions of Sections 6.3(b),
6.3(c), 6.3(d), 6.3(e), 6.3(f), and 6.3(i) and the express terms of any benefit
plan under which the Executive is a participant, it is agreed that, upon
termination of the Executive's employment, the Employer shall have no obligation
to the Executive for, and the Executive waives and relinquishes, any further
compensation or benefits (exclusive of COBRA benefits). At the time of
termination of employment, the Employer and the Executive shall enter into a
mutually satisfactory form of release acknowledging such remaining obligations
and discharging both parties, as well as the Employer's officers, directors and
employees with respect to their actions for or on behalf of the Employer, from
any other claims or obligations arising out of or in connection with the
Executive's employment by the Employer, including the circumstances of such
termination.

                  (h) In the event that the Executive's employment is terminated
for any reason, the Executive shall (and does hereby) tender his resignation as
a director of the Employer and its Affiliates effective as of the date of
termination.

                  (i) The parties intend that the severance payments and other
compensation provided for herein are reasonable compensation for the Executive's
services to the Employer and shall not constitute "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986 and any
regulations thereunder. In the event that the Employer's independent accountants
acting as auditors for the Employer on the date of a Change in Control determine
that the payments provided for herein constitute "excess parachute payments,"
then the compensation payable hereunder shall be increased, on a tax gross-up
basis, so as to reimburse the Executive for the tax payable by the Executive,
pursuant to Section 4999 of the Internal Revenue Code, on such "excess parachute
payments," taking into account all taxes payable by the Executive with respect
to such tax gross-up payments hereunder, so that the Executive shall be, after
payment of all taxes, in the same financial position as if no taxes under
Section 4999 had been imposed upon him.



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                  Section 7.  Confidential Information and Related Matters

                  7.1 Confidential Information. (_) The Executive agrees to
maintain in strict confidence, and not use or disclose except pursuant to
written instructions from the Employer, any Trade Secret of the Employer and its
Affiliates, for so long as the pertinent data or information remains a Trade
Secret, provided that the obligation to protect the confidentiality of any such
information or data shall not be excused if such information or data ceases to
qualify as a Trade Secret as a result of the acts or omissions of the Executive.

                  (_) The Executive agrees to maintain in strict confidence and,
except as necessary to perform his duties for the Employer, not to use or
disclose any Confidential Business Information for a period of two years
following (i) the termination of the Executive, except after a Change in
Control, or (ii) the resignation of the Executive without Adequate
Justification.

                  (_) Upon termination of employment, the Executive shall leave
with the Employer all business records, contracts, calendars, telephone lists,
rolodexes and other materials or business records relating to the Employer and
its Affiliates, its business or customers, including all physical, electronic,
and computer copies thereof, whether or not the Executive prepared such
materials or records himself. Upon such termination, the Executive shall retain
no copies of any such materials.

                  (_) The Executive may disclose Trade Secrets or Confidential
Business Information pursuant to any order or legal process requiring him (in
his legal counsel's reasonable opinion) to do so; provided, however, that the
Executive shall first have notified the Employer in writing of the request or
order to so disclose the Trade Secrets or Confidential Business Information in
sufficient time to allow the Employer to seek an appropriate protective order.

                  7.2 Agreement Not to Compete. Except after a Change in
Control, for a period of (i) six months following the termination of the
Executive for any reason other than pursuant to clauses (i), (ii), or (iii) of
Section 6.3(a), (ii) one year following the resignation of the Executive without
Adequate Justification, or (iii) two years following the termination of the
Executive for Cause pursuant to Section 6.3(a)(iii), the Executive shall not
(without the prior written consent of the Employer) compete with the Employer or
any of its Affiliates by, directly or indirectly, forming, serving as an
organizer, director or officer of, or consultant to, or acquiring or maintaining
more than a 1% passive investment in, a depository financial institution or
holding company therefor if such depository institution or holding company has
one or more offices or branches located in the Territory. Notwithstanding the
foregoing, the Executive may serve as an officer of or consultant to a
depository institution or holding company therefor even though such institution
operates one or more offices or branches in the Territory, if the Executive's
employment does not directly involve, in whole or in part, the depository
financial institution's or holding company's operations in the Territory.

                  7.3 Agreement Not to Solicit Customers. Except after a Change
in Control, for a period of (i) six months following the termination of the
Executive for any reason other than



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pursuant to clauses (i), (ii), or (iii) of Section 6.3(a), (ii) one year
following the resignation of the Executive without Adequate Justification, or
(iii) two years following the termination of the Executive for Cause pursuant to
Section 6.3(a)(iii), the Executive shall not (except on behalf of or with the
prior written consent of the Employer), either directly or indirectly, on the
Executive's own behalf or in the service or on behalf of others, (A) solicit,
divert, or appropriate to or for a Competing Business, or (B) attempt to
solicit, divert, or appropriate to or for a Competing Business, any person or
entity that was a customer of the Employer or any of its Affiliates on the date
of termination and is located in the Territory.

                  7.4 Agreement Not to Solicit Employees. Except after a Change
in Control, for a period of (i) six months following the termination of the
Executive for any reason other than pursuant to clauses (i), (ii), or (iii) of
Section 6.3(a), (ii) one year following the resignation of the Executive without
Adequate Justification, or (iii) two years following the termination of the
Executive for Cause pursuant to Section 6.3(a)(iii), the Executive will not,
either directly or indirectly, on the Executive's own behalf or in the service
or on behalf of others, (A) solicit, divert, or hire away, or (B) attempt to
solicit, divert, or hire away, to any business located in the Territory, any
employee of or consultant to the Employer or any of its Affiliates engaged or
experienced in the Business, regardless of whether the employee or consultant is
full-time or temporary, the employment or engagement is pursuant to written
agreement, or the employment is for a determined period or is at will.

                  7.5 Extension of Term of Restrictions. If the Executive
violates any of the restrictions set forth in Sections 7.1 to 7.4 of this
Agreement, the duration of such restriction shall be extended by a number of
days equal to the number of days in which the Executive shall have been
determined to be or shall have admitted to being in violation of such
restriction.

                  7.6 Remedies. The Executive acknowledges and agrees that great
loss and irreparable damage would be suffered by the Employer if the Executive
should breach or violate any of the terms or provisions of the covenants and
agreements set forth in Sections 7.1 to 7.4 of this Agreement. The Executive
further acknowledges and agrees that each of these covenants and agreements is
reasonably necessary to protect and preserve the interests of the Employer and
its Affiliates. The parties agree that money damages for any breach of Sections
7.1 to 7.4 of this Agreement by the Executive are impossible to measure, that
the Employer is entitled to preliminary and permanent injunctive relief in the
event that the Executive violates any of the terms or provisions of the
covenants set forth in Sections 7.1 to 7.4, and that the Executive or any of the
Executive's affiliates, as the case may be, will, to the extent permitted by
law, waive in any proceeding initiated to enforce such provisions any claim or
defense that an adequate remedy at law exists. The existence of any claim,
demand, action, or cause of action against the Employer, whether predicated upon
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Employer of any of the covenants or agreements in this Agreement;
provided, however, that nothing in this Agreement shall be deemed to deny the
Executive the right to defend against this enforcement on the basis that the
Employer has no right to its enforcement under the terms of this Agreement.



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                  7.7 Severability; Reformation. The Executive acknowledges and
agrees that (i) the covenants and agreements contained in Sections 7.1 to 7.4 of
this Agreement are the essence of this Agreement; (ii) that the Executive has
received good, adequate and valuable consideration for each of these covenants;
(iii) each of these covenants is reasonable and necessary to protect and
preserve the interests and properties of the Employer and the Business; (iv) the
Employer, through its Affiliates, is and will be engaged in and throughout the
Territory in the Business; (v) a Competing Business could be engaged in from any
place in the Territory; and (vi) the Employer has a legitimate business interest
in restricting the Executive's activities throughout the Territory. The
Executive also acknowledges and agrees that (i) irreparable loss and damage will
be suffered by the Employer should the Executive breach any of these covenants
and agreements; (ii) each of these covenants and agreements in Sections 7.1 to
7.4 is separate, distinct and severable not only from the other covenants and
agreements but also from the remaining provisions of this Agreement; and (iii)
the unenforceability of any covenants or agreements shall not affect the
validity or enforceability of any of the other covenants or agreements or any
other provision or provisions of this Agreement. The Executive acknowledges and
agrees that if any of the provisions of Sections 7.1 to 7.4 of this Agreement
shall ever be deemed to exceed the time, activity, or geographic limitations
permitted by applicable law, then such provisions shall be and hereby are
reformed to the maximum time, activity, or geographical limitations permitted by
applicable law.

                  7.8 Modification of Section 7 and Definitions. The Executive
and the Employer hereby agree that they will negotiate in good faith to amend
this Agreement from time to time to modify the terms of this Section 7, the
definition of the term "Territory," and the definition of the term "Business,"
to reflect changes in the Employer's business and affairs so that the scope of
the limitations placed on the Executive's activities by this Section 7
accomplishes the parties' intent in relation to the then current facts and
circumstances. Any such amendment shall be effective only when completed in
writing and signed by the Executive and the Employer.

                  Section 8. Key-Man Life InsuranceSection 8. Key-Man Life
Insurance. As a condition precedent to the effectiveness of this Agreement, the
Executive must pass a complete physical exam and be insurable for $100,000
pursuant to a key-man insurance policy. For so long as the Executive is Senior
Vice President and Chief Financial Officer of the Employer, the Employer shall
maintain key-man life insurance on the Executive in the amount of $100,000, with
the proceeds payable to the Employer.

                  Section 9. NoticesSection 9. Notices. All notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by registered
or certified mail (return receipt requested) postage prepaid to the parties at
the following addresses (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof):

                  (a)      If to Employer:

                           Fayette County Bank
                           300 Peachtree Parkway South



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                           Peachtree City, Georgia 30269
                           Attention:  Chairman of the Board

                           With a copy (which shall not constitute notice) to:

                           Nelson Mullins Riley & Scarborough, L.L.P.
                           400 Colony Square, Suite 2200
                           Atlanta, Georgia 30361
                           Attention:  Glenn W. Sturm, Esq.

                  (b)      If to the Executive, at the last address included on
                           the Employer's payroll records.

                  Section 10.  MiscellaneousSection 10.  Miscellaneous.

                  10.1     Representations and Covenants. In order to induce the
Employer to enter into this Agreement, the Executive makes the following
representations and covenants to the Employer and acknowledges that the Employer
is relying upon such representations and covenants:

                  (a)(_)   No restrictive covenants and/or non-compete
                           agreements exist to which the Executive is a party or
                           otherwise bound which will interfere with or in any
                           way impede his ability to perform all of the terms
                           and conditions of this Agreement.

                  (b)      The Executive, during the term of this Agreement,
                           shall use his best efforts to disclose to the Board
                           of Directors by any effective method any bona fide
                           information known by him that would have any material
                           negative impact on the Employer or an Affiliate.

                  10.2     Entire Agreement. This Agreement contains the entire
understanding of the parties as to the subject matter hereof and fully
supersedes all prior oral and written agreements and understandings between the
parties with respect to such subject matter.

                  10.3     Amendment; Waiver. This Agreement may not be amended,
supplemented, canceled or discharged, except by written instrument executed by
the party as to whom enforcement is sought. No failure to exercise, and no delay
in exercising, any right, power or privilege hereunder shall operate as a waiver
thereof. No waiver of any breach of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of this Agreement.

                  10.4     Binding Effect; Assignment. The rights and
obligations of this Agreement shall bind and inure to the benefit of the
surviving corporation in any merger or consolidation in which the Employer is a
party, or any assignee of all or substantially all of the Employer's business
and properties. The Executive's rights and obligations under this Agreement may
not be assigned by him, except that his right to receive accrued but unpaid
compensation, unreimbursed



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expenses and other rights, if any, provided under this Agreement which survive
termination of this Agreement shall pass after death to the personal
representatives of his estate.

                  10.5  Headings. The headings contained in this Agreement
(except those in Section 1) are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

                  10.6  Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original.

                  10.7  Governing Law. This Agreement has been executed and
delivered in the State of Georgia, and its validity, interpretation, performance
and enforcement shall be governed by the internal laws but not the conflicts of
law rules of such State.

                  10.8  Further Assurances. Each party agrees at any time, and
from time to time, to execute, acknowledge, deliver and perform and cause to be
executed, acknowledged, delivered and performed, all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
necessary or proper to carry out the provisions and intent of this Agreement.

                  10.9  Gender; Number. In this Agreement, the use of one gender
(e.g., "he," "she" and "it") shall mean each other gender; and the singular
shall mean the plural, and vice versa, all as the context may require.

                  10.10 Severability. The parties acknowledge that the terms of
this Agreement are fair and reasonable at the date signed by them. However, in
light of the possibility of a change of conditions or differing interpretations
by a court of what is fair and reasonable, the parties stipulate as follows: if
any one or more of the terms, provisions, covenants or restrictions of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated; further, if any
one or more of the provisions contained in this Agreement shall for any reason
be determined by a court of competent jurisdiction to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed, by
limiting or reducing it, so as to be enforceable to the extent compatible with
then applicable law.

                  10.11 Consents. Any consent, approval or authorizations
required hereunder shall mean the written consent, approval or authorization of
the Chairman of the Board of the Employer or such other officer as may be
designated in writing by the Board of Directors.

                  10.12 Indemnification and Expenses. The Employer will
indemnify the Executive and his legal representatives to the fullest extent
permitted by the laws of the State of Georgia or any other state where the
Employer shall be incorporated from time to time and the existing or any future
Bylaws of the Employer, against all costs, charges and expenses whatsoever
incurred or sustained by him or his legal representatives in connection with any
action, suit or proceeding



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<PAGE>   16



to which he or his legal representatives may be made a party by reason of his
being or having been a director or officer of the Employer (other than an
action, suit or proceeding against the Executive under this Agreement), and the
Executive shall be entitled to the protection of any insurance policies the
Employer elect to maintain generally for the benefit of its directors and
officers. To the extent permitted by law, the Employer shall advance all
reasonable costs, charges and expenses incurred by the Executive in defending
himself against any action referred to in this Section 10.12.

                  IN WITNESS WHEREOF, the Employer has caused this Agreement to
be executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Executive has signed and sealed this Agreement, effective as
of the date first above written.

                                                     FAYETTE COUNTY BANK

ATTEST:

By:                                                 By:
   -----------------------                              ------------------------
   Name:                                          Name:
   Title:                                               Title:

  (CORPORATE SEAL)

                                                     EXECUTIVE

                                                     ---------------------------
                                                             Mark B. Kearsley


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