EXHIBIT 10.1
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                            RIVOLI BANK & TRUST
                           1998 STOCK OPTION PLAN


                               1.  PURPOSE

     The purpose of the Rivoli Bank & Trust 1998 Stock Option Plan (the "Plan")
is to encourage and enable eligible directors, officers and key employees of
Rivoli Bank & Trust (the "Bank") to acquire proprietary interests in the Bank
through the ownership of Common Stock of the Bank.  The Bank believes that
directors, officers and key employees who participate in the Plan will have a
closer identification with the Bank by virtue of their ability as shareholders
to participate in the Bank's growth and earnings.  The Plan also is designed to
provide motivation for participating directors, officers and key employees to
remain in the employ of and to give greater effort on behalf of the Bank.  It is
the intention of the Bank that the Plan provide for the award of incentive stock
options qualified under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and the regulations promulgated thereunder, as well as the
award of nonqualified stock options.  Accordingly, the provisions of the Plan
related to incentive stock options shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 422 of the
Code.


                                 2.  DEFINITIONS

     The following words or terms shall have the following meanings:

     (a)  "Agreement" shall mean a stock option agreement between the Bank and
an Eligible Employee or Eligible Participant pursuant to the terms of this Plan.

     (b)  "Bank" shall mean Rivoli Bank & Trust, a bank chartered under the laws
of the State of Georgia.

     (c)  "Board of Directors" shall mean the Board of Directors of the Bank.

     (d)  "Eligible Employee(s)" shall mean key employees regularly employed by
the Bank or a Subsidiary (including officers, whether or not they are directors)
as the Board of Directors shall select from time to time.

     (e)  "Eligible Participant(s)" shall mean an Eligible Employee, a Non-
Employee Director or consultants or advisors who are not employees of the Bank
or a Subsidiary but who are providing actual services to the Bank or a
Subsidiary.

     (f)  "Market Price" shall mean the fair market value of the Bank's Common
Stock as determined by the Board of Directors, acting in good faith, under any
method consistent with the Code, or Treasury Regulations thereunder, which the
Board of Directors shall in its discretion select and apply at the time of the
grant of the option concerned.  Subject to the foregoing, the Board of
Directors, in fixing the market price, shall have full authority and discretion
and be fully protected in doing so.

     (g)  "Non-Employee Director(s)" means a member of the Board of Directors or
a member of the board of directors of a Subsidiary, in each case, who is not a
regular salaried employee of the Bank or one of its Subsidiaries.  For the
purpose of Section 9 of the Plan, "Non-Employee Director" shall have the meaning
set forth in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as
amended.

     (h)  "Optionee" shall mean an Eligible Employee or Eligible Participant
having a right to purchase Common Stock pursuant to the Plan.

     (i)  "Option(s)" shall mean the right or rights granted to Eligible
Employees or Eligible Participants to purchase Common Stock under the Plan.

     (j)  "Permanent and total disability" shall be as defined in Section
22(e)(3) of the Code.

     (k)  "Plan" shall mean this Rivoli Bank & Trust 1998 Stock Option Plan.

     (l)  "Shares," "Stock" or "Common Stock" shall mean shares of the $5.00 par
value common stock of the Bank.

     (m)  "Subsidiary" shall mean any corporation, if the Bank owns or controls,
directly or indirectly, more than a majority of the voting stock of such
corporation.

     (n)  "Ten Percent Owner" shall mean an individual who, at the time an
Option is granted, owns directly or indirectly (under the ownership attribution
rules of Code Section 424(d)) more than ten percent (10%) of the total combined
voting power of all classes of stock of the Bank or a Subsidiary.


                            3.  EFFECTIVE DATE

     The effective date of the Plan (the "Effective Date") shall be the date the
Plan is adopted by the Board of Directors or the date the Plan is approved by
the shareholders of the Bank, whichever is earlier.  The Plan must be approved
by the affirmative vote of not less than a majority of the Shares entitled to
vote at a meeting at which a quorum is present, which shareholder vote must be
taken within twelve (12) months after the date the Plan is adopted by the Board
of Directors.  Such shareholder vote shall not alter the Effective Date of the
Plan.  In the event shareholder approval of the adoption of the Plan is not
obtained within the aforesaid twelve (12) month period, then any Options granted
in the intervening period shall be void.


                         4.  SHARES RESERVED FOR PLAN


The Common Stock to be sold to Eligible Participants under the Plan may at the
election of the Board of Directors be either treasury shares or Shares
originally issued for such purpose.  The maximum number of Shares which shall be
reserved and made available for sale under the Plan shall be 150,000; provided,
however, that such Shares shall be subject to the adjustments provided in
Section 8(h).  Any Shares subject to an Option which for any reason expires or
is terminated unexercised may again be subject to an Option under the Plan.


                        5.  ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Board of Directors.

     Within the limitations described herein and except as otherwise provided in
the Plan, the Board of Directors shall administer the Plan, select the Eligible
Participants to whom Options will be granted, determine the number of Shares to
be optioned to each Eligible Participant and interpret, construe and implement
the provisions of the Plan.  The Board of Directors shall also determine the
price to be paid for the Shares upon exercise of each Option, the period within
which each Option may be exercised, and the terms and conditions, consistent
with the terms of the Plan, of each Option granted pursuant to the Plan.  The
members of the Board of Directors shall be reimbursed for out-of-pocket expenses
reasonably incurred in the administration of the Plan.

     With respect to the administration of the Plan, by the Board of Directors,
a majority of the members of the Board of Directors shall constitute a quorum,
and the act of a majority of the members of the Board of Directors present at
any meeting at which a quorum is present, or acts approved in writing by all
members of the Board of Directors shall be the acts of the Board of Directors.


                                 6.  ELIGIBILITY

     Options granted pursuant to Section 8 shall be granted only to Eligible
Employees.  Options granted pursuant to Section 9 may be granted to Eligible
Participants.


                            7.  DURATION OF THE PLAN

     The Plan shall expire on the tenth anniversary of the Effective Date, but
with respect to Options granted hereunder prior to such date, shall remain in
effect until all Shares subject to or which may become subject to the Plan shall
have been purchased pursuant to such Options; provided that Options under the
Plan must be granted within ten (10) years from the Effective Date.


                    8.  QUALIFIED INCENTIVE STOCK OPTIONS

It is intended that Options granted under this Section 8 shall be qualified
incentive stock options under the provisions of Section 422 of the Code and the
regulations thereunder or corresponding provisions of subsequent revenue laws
and regulations in effect at the time such Options are granted.  Such Options
shall be evidenced by Agreements in such form and not inconsistent with this
Plan as the Board of Directors shall approve from time to time, which Agreements
shall contain in substance the following terms and conditions:

     (a)  PRICE.  The purchase price for Shares purchased upon exercise will be
equal to 100% of the Market Price on the day the Option is granted, as
determined by the Board of Directors; provided that the purchase price of Stock
deliverable upon the exercise of a qualified incentive stock option granted to a
Ten Percent Owner shall be not less than one hundred ten percent (110%) of the
Market Price on the day the Option is granted, as determined by the Board of
Directors, but in no case less than the par value of such Stock.

     (b)  NUMBER OF SHARES.  The Agreement shall specify the number of Shares
which the Optionee may purchase under such Option.

     (c)  EXERCISE OF OPTIONS.  The Shares subject to the Option may be
purchased in whole or in part by the Optionee in accordance with the terms of
the Agreement, from time to time after shareholder approval of the Plan, but in
no event later than ten (10) years from the date of grant of the Option.
Notwithstanding the foregoing, Shares subject to an Option granted to a Ten
Percent Owner shall be exercisable no later than five (5) years from the date of
grant of the Option.

     (d)  MEDIUM AND TIME OF PAYMENT.  Stock purchased pursuant to an Agreement
shall be paid for in full at the time of purchase.  Payment of the purchase
price shall be in cash.  Upon receipt of payment, the Bank shall, without
transfer or issue tax, deliver to the Optionee (or other person entitled to
exercise the Option) a certificate or certificates for such Shares.

     (e)  RIGHTS AS A SHAREHOLDER.  An Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such Shares.  Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.

     (f)  NON-ASSIGNABILITY OF OPTION.  No Option shall be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution.  During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.

     (g)  EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.  In the event that an
Optionee during his or her lifetime ceases to be an employee of the Bank or of a
Subsidiary for any reason other than death or permanent and total disability or
retirement, any Option or unexercised portion thereof which was otherwise
exercisable on the date of termination of employment shall expire on the date of
such termination.  In the event that an Optionee ceases to be an employee of the
Bank or a Subsidiary for any reason other than death or permanent and total
disability or retirement prior to the time that an Option or portion thereof
becomes exercisable, such Option or portion thereof which is not then
exercisable shall terminate and be null and void.  Whether authorized leave of
absence for military or government service shall constitute termination of
employment for the purpose of this Plan shall be determined by the Board of
Directors, which determination shall be final and conclusive.

     In the event that an Optionee ceases to be an employee of the Bank or a
Subsidiary by reason of death or permanent and total disability, any Option or
unexercised portion thereof which was otherwise exercisable on the date such
Optionee ceased employment shall expire unless exercised within a period of one
(1) year from the date on which the Optionee ceased to be an employee, but in no
event after the term provided in the Optionee's Agreement.  In the event that an
Optionee ceases to be an employee of the Bank or a Subsidiary by reason of death
or permanent and total disability, any Option or portion thereof which was not
exercisable on the date such Optionee ceased employment shall become immediately
exercisable for a period of one (1) year from the date on which the Optionee
ceased to be an employee, but in no event after the term provided in the
Optionee's Agreement.

     In the event that an Optionee ceases to be an employee of the Bank or of a
Subsidiary by reason of retirement, any Option or unexercised portion thereof,
which was otherwise exercisable on the date Optionee ceased employment shall
expire unless exercised within 90 days from the date on which the Optionee
ceased to be an employee.  Any Option or portion thereof which was not
exercisable on the date such Optionee ceased employment by reason of retirement
shall become immediately exercisable for a period of 90 days from the date the
Optionee ceased to be an employee.

     In the event of the death of an Optionee, the Option shall be exercisable
by his or her personal representatives, heirs or legatees, as provided herein.

     (h)  Recapitalization.  In the event that dividends are payable in Common
Stock of the Bank or in the event there are splits, subdivisions or combinations
of the Common Stock, the number of Shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number and
Option exercise price of Shares deliverable upon the exercise thereafter of any
Option theretofore granted shall be increased or decreased proportionately, as
the case may be, as determined to be proper and appropriate by the Board of
Directors.

     (i)  Reorganization.  In case the Bank is merged or consolidated with
another corporation and the Bank is not the surviving corporation, or in case
the property or stock of the Bank is acquired by another corporation, or in case
of a separation, reorganization, recapitalization or liquidation of the Bank,
the Board of Directors of the Bank, or the Board of Directors of any corporation
assuming the obligations of the Bank hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Bank, or of the
merged, consolidated or otherwise reorganized corporation which will be issuable
in respect to the Common Stock, provided only that the excess of the aggregate
fair market value of the Shares subject to Option immediately after such
substitution over the purchase price thereof is not more than the excess of the
aggregate fair market value of the Shares subject to Option immediately before
such substitution over the purchase price thereof, or (ii) upon written notice
to the Optionee provide that the Option (including, in the discretion of the
Board of Directors, any portion of such Option which is not then exercisable)
must be exercised within sixty (60) days of the date of such notice or it will
be terminated.  If any adjustment under this Section 8(i) would create a
fractional share of Stock or a right to acquire a fractional share, such shall
be disregarded and the number of Shares available under the Plan and the number
of Shares covered under any Options previously granted pursuant to the Plan
shall be the next lower number of Shares, rounding all fractions downward.  An
adjustment made under this Section 8(i) by the Board of Directors shall be
conclusive and binding on all affected persons.

     Except as otherwise expressly provided in this Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Bank of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or prices of Common Stock subject to an Option.

     The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

     (j)  Annual Limitation. The aggregate fair market value (determined at the
time the Option is granted) of the Shares with respect to which qualified
incentive stock options are exercisable for the first time by an Optionee during
any calendar year (under all incentive stock option plans of the Bank) shall not
exceed $100,000.  Any excess over such amount shall be deemed to be related to
and part of a nonqualified stock option granted pursuant to Section 9 of the
Plan.

     (k)  General Restriction.  Each Option shall be subject to the requirement
that if at any time the Board of Directors shall determine, in its discretion,
that the listing, registration or qualification of the Shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting of such Option or the
issue or purchase of Shares thereunder, such Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors.  Alternatively, such Options shall be
issued and exercisable only upon such terms and conditions and with such
restrictions as shall be necessary or appropriate to effect exemption from such
listing, registration, or other qualification requirement.


                    9.  NONQUALIFIED STOCK OPTIONS

     (a)  Within the limitations described in Section 9(b), the Board of
Directors may grant to Eligible Participants Options under the Plan which are
not qualified incentive stock options under the provisions of Section 422 of the
Code.  Such nonqualified stock options shall be evidenced by Agreements in such
form and not inconsistent with this Plan as the Board of Directors shall approve
from time to time, which Agreements shall contain in substance the same terms
and conditions as set forth in Section 8 hereof with respect to qualified
incentive stock options (except that, with respect to Options awarded to Non-
Employee Directors, references to employment with the Bank shall be deemed to
mean service on the Board of Directors); provided, however, that the limitations
set forth in Sections 8(a) and 8(c) with respect to Ten Percent Owners shall not
be applicable to nonqualified stock options granted to any Ten Percent Owner,
and the limitation set forth in Section 8(j) with respect to the annual
limitation of incentive stock options shall not be applicable to nonqualified
stock option grants.

     (b)  With respect to Non-Employee Directors, nonqualified stock options may
be granted pursuant to Section 9(a) of the Plan to such Non-Employee Directors
only upon authorization and approval by the Board of Directors and the
shareholders of the Bank.


                        10.  AMENDMENT OF THE PLAN

     The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the shares
present and voting thereon by the Bank's shareholders at a meeting of the
shareholders at which a quorum is present.  The Board of Directors may at any
time and from time to time modify or amend the Plan in any respect, except that
without shareholder approval the Board of Directors may not (1) increase the
maximum number of Shares for which Options may be granted under the Plan (other
than increases due to changes in capitalization as referred to in Section 8(h)
hereof), or (2) extend the maximum period during which Options may be granted or
exercised, or (3) change the class of persons eligible for Options under the
Plan, or (4) otherwise materially modify the requirements as to eligibility for
participation in the Plan.  The termination or any modification or amendment of
the Plan shall not, without the written consent of an Optionee, affect his or
her rights under an Option or right previously granted to him or her.  With the
written consent of the Optionee affected, the Board of Directors may amend
outstanding Agreements in a manner not inconsistent with the Plan.  Without
employee consent, the Board of Directors may at any time and from time to time
modify or amend outstanding Agreements in such respects as it shall deem
necessary in order that incentive stock options granted hereunder shall comply
with the appropriate provisions of the Code and regulations thereunder which are
in effect from time to time respecting qualified incentive stock options.  The
Board of Directors may also suspend the granting of Options pursuant to the Plan
at any time and may terminate the Plan at any time; provided, however, no such
suspension or termination shall modify or amend any Option granted before such
suspension or termination unless (a) the affected participant consents in
writing to such modification or amendment or (b) there is a dissolution or
liquidation of the Bank.


                          11.  BINDING EFFECT

     All decisions of the Board of Directors involving the implementation,
administration or operation of the Plan or any offering under the Plan shall be
binding on the Bank and on all persons eligible or who become eligible to
participate in the Plan.


                        12.  APPLICATION OF FUNDS

     The proceeds received by the Bank from the sale of Common Stock pursuant to
Options exercised hereunder will be used for general working capital.