EXHIBIT 10.6


                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                               EXECUTIVE AGREEMENT

     THIS  AGREEMENT  is made and entered into this 25th day of September, 2001,
by  and between North Georgia National Bank, a bank organized and existing under
the  laws  of  the State of Georgia (hereinafter referred to as the "Bank"), and
David  J.  Lance,  an  Executive  of  the  Bank  (hereinafter  referred  to  the
"Executive").

     WHEREAS,  the  Executive  is  no in the employ of the Bank and has for many
years  faithfully served the Bank. It is the consensus of the Board of Directors
(hereinafter referred to as the "Board") that the Executive's services have been
of  exceptional  merit,  in  excess  of  the compensation paid and an invaluable
contribution  to  the  future  profits  and position of the Bank in its filed of
activity.  The Board further believes that the Executive's experience, knowledge
of  corporate  affairs,  reputation and industry contacts are of such value, and
the  Executive's continued services so essential to the Bank's future growth and
profits,  that  it  would  suffer  server  financial  loss  should the Executive
terminate  his  services;

     ACCORDINGLY,  the  Board  has  adopted  the  North  Georgia  National  Bank
Executive  Supplemental  Retirement  Plan  (hereinafter  referred  to  as  the
"Executive  Plan")  and  it is the desire of the Bank and the Executive to enter
into  this Agreement under which the Bank will agree to make certain payments to
the  Executive  upon  the  Executive's  retirement  or  to  the  executive's
beneficiary(ies) in the event of the Executive's death pursuant to the Executive
Plan;

     FURTHERMORE,  it  is  the  intent of the parties hereto that this Executive
Plan  be  considered  an  unfunded  arrangement  maintained primarily to provide
supplemental  retirement  benefits  for  the  Executive,  and  be  considered  a
non-qualified  benefit plan for purposes of the Employee Retirement Security Act
of  1974,  as  amended  ("ERISA").  The Executive is fully advised of the Bank's
financial  status  and  has had substantial input in the design and operation of
this  benefit  plan;  and

     NOW  THEREFORE, in consideration of services the Executive has performed in
the  past  and  those  to  be performed in the future, and based upon the mutual
promises  and  covenants  herein  contained, the Bank and the Executive agree as
follows:

I.   DEFINITIONS

     A.   Effective Date:
          --------------

          The  effective  Date of the Executive Plan shall be September 25, 2001


                                       17
<PAGE>
     B.   Plan Year:
          ---------

          Any  reference  to  the  "Plan  Year"  shall mean a calendar year from
          January  1st to December 31st. In the year of implementation, the term
          "Plan  Year" shall mean the period from the Effective Date to December
          31st  of  the  year  of  the  Effective  Date.

     C.   Retirement  Date:
          ----------------

          Retirement  Date shall mean retirement from service with the Bank that
          becomes effective on the first day of the calendar month following the
          month  in which the Executive reaches age sixty-two (62) or such later
          date  as  the  Executive  may  actually  retire.

     D.   Termination  of  Service:
          ------------------------

          Termination  of  Service  shall  mean  the  Executive's  voluntary
          resignation  of  service by the Executive, with or without good reason
          as  defined  in  the Executive's Employment Agreement with the Bank in
          effect at the time of said resignation, or the Bank's discharge of the
          Executive  without  cause,  prior  to  the  Normal  Retirement  Age
          (Subparagraph  I  [J]).

     E.   Pre-Retirement  Account:
          -----------------------

          A  Pre-Retirement  Account shall be established as a liability reserve
          account  on  the  books  of the Bank for the benefit of the Executive.
          Prior  to  the  Executive's Retirement Date (Subparagraph I [C]), such
          liability  reserve  account  shall be increased or decreased each Plan
          Year,  until  the  aforestated  event  occurs, by the Index Retirement
          Benefit  (Subparagraph  I  [F]).

     F.   Index  Retirement  Benefit:
          --------------------------

          The  Index Retirement Benefit for each Executive in the Executive Plan
          for each Plan Year shall be equal to the excess (if' any) of the Index
          (Subparagraph  I  [G])  for  that  Plan Year over the Opportunity Cost
          (Subparagraph  I  [G])  for  that  Plan Year over the Opportunity cost
          (Subparagraph I [H]) for that Plan Year. Any break-even language shall
          be  inserted  here.

     G.   Index:
          -----

          The  Index  for  any Plan Year shall be the aggregate annual after-tax
          income  from  the  life  insurance  contract(s) described hereafter as
          defined  by  FASB Technical Bulletin 85-4. This Index shall be applied
          as  if such insurance contract(s) were purchased on the Effective Date
          of  the  Executive  Plan.


                                       18
<PAGE>
          Insurance  Company:
          Policy  Form:
          Policy  Name:
          Insured's  Age  and  Sex:
          Riders:
          Ratings:
          Option:
          Face  Amount:
          Premiums  Paid:
          Number  of  Premium  Payments:
          Assumed  Purchase  Date:

          If  such  contracts  of  life  insurance are actually purchased by the
          Bank,  then  the  actual  policies  as of the dates they were actually
          purchased  shall be used in calculations under this Executive Plan. If
          such contracts of life insurance are not purchased or are subsequently
          surrendered  or  lapsed,  then  the  Bank  shall receive annual policy
          illustrations  that assume the above-described policies were purchased
          or had not subsequently surrendered or lapsed. Said illustration shall
          be  received from the respective insurance companies and will indicate
          the  increase  in policy values for purposes of calculating the amount
          of  the  Index.

          In  either case, references to the life insurance contracts are merely
          for  purposes  of calculating a benefit. The Bank has no obligation to
          purchase  such life insurance and, if purchased, the Executive and the
          Executive's  beneficiary(ies) shall have no ownership interest in such
          policy and shall always have no greater interest in the benefits under
          this  Executive  Plan  than that of an unsecured creditor of the Bank.

     H.   Opportunity  Cost:
          -----------------

          The  Opportunity Cost for any Plan Year shall be, calculated by taking
          the  sum  of  the  amount  of premiums for the life insurance policies
          described  in  the  definition  of  "Index"  plus  the  amount  of any
          after-tax  benefits  paid  to  the Executive pursuant to the Executive
          Plan (Paragraph II hereinafter) plus the amount of all previous years'
          after-tax  Opportunity  Cost,  and multiplying that sum by the average
          after-tax  yield  of  a  one  year  Treasury  Bill.

     I.   Change  of  Control:
          -------------------

          Change  of  Control  means  the cumulative transfer of more than fifty
          percent  (50%) of the voting stock of the Bank from the Effective Date
          of  this  Executive  Plan.  For  the  purposes of this Executive Plan,
          transfers  on  account  of  deaths  or gifts, transfers between family
          members  of transfers to a qualified retirement plan maintained by the
          Bank  shall  not be considered in determining whether there has been a
          Change  of  Control.


                                       19
<PAGE>
     J.   Normal  Retirement  Age:
          -----------------------

          Normal  Retirement  Age  shall  mean  the  date on which the Executive
          attains  age  sixty-two  (62).

II.  INDEX  BENEFITS

     A.   Retirement  Benefits:
          --------------------

          Subject  to  Subparagraph II(D) and Subparagraph II(A)(i) hereinafter,
          an  Executive  who  remains in the employ of the Bank until the Normal
          Retirement  Age  (Subparagraph  I[J]) shall be entitled to receive the
          balance  in  the  Pre-Retirement  Account in fifteen (15) equal annual
          installments  commencing  thirty  (30)  days following the Executive's
          retirement.  In  addition  to  these  payments  and  commencing  in
          conjunction  therewith,  the  Index Retirement Benefit (Subparagraph I
          [F])  for each Plan Year subsequent to the Executive's retirement, and
          including  the  remaining  portion  of  the  Plan  year following said
          retirement,  shall  be  paid  to  the  Executive until the Executive's
          death.

          (i)  The  minimum  Pre-Retirement Account and Index Retirement benefit
               combined  for  the  first  fifteen (15) years of benefit payments
               shall  he  seventy-two  thousand  two hundred and ten dollars and
               no/100ths  ($72,210.00).

     B.   Termination  of  Service:
           ------------------------

          Subject  to  Subparagraph  II(D),  should  an  Executive  suffer  a
          Termination  of Service the Executive shall be entitled to receive the
          balance  in  the  Pre-Retirement  Account  payable to the Executive in
          fifteen  (15)  equal  annual  installments commencing thirty (30) days
          following  the  Executive's Normal Retirement Age (Subparagraph I[J]).
          In addition to these payments and commencing in conjunction therewith,
          the Index Retirement Benefit for each Plan Year subsequent to the year
          in  which  the  Executive attains Normal Retirement Age, and including
          the  remaining portion of the Play Year in which the Executive attains
          Normal  Retirement  Age,  shall  be  paid  to  the Executive until the
          Executive's  death.

     C.   Death:
          -----

          Should  the  Executive die while there is a balance in the Executive's
          Retirement  Account  (Subparagraph  I [E]), said unpaid balance of the
          Executive's  Pre-Retirement Account shall be paid in a lump sum to the
          individual or individuals the Executive may have designated in writing
          and  filed  with the Bank. In the absence of any effective beneficiary
          designation,  the  unpaid balance shall be paid as set forth herein to
          the  duly  qualified  executor  or  administrator  of  the Executive's
          estate.  Said payment due hereunder shall be made the first day of the
          second  month  following  the  decease  of  the  Executive.


                                       20
<PAGE>
     D.   Discharge for Cause:
          -------------------

          Should the Executive be Discharged for Cause at any time, all benefits
          under  this  Executive  Plan  shall be forfeited. The term "for cause"
          shall  be defined in the Executive's Employment Agreement in effect at
          the time of said Discharge for Cause. If there is a dispute as to said
          Discharge for Cause, then said dispute shall be resolved as set for in
          said  employment  Agreement.

     E.   Death  Benefit:
          --------------

          Except  as  set  forth above, there is no death benefit provided under
          this  Agreement.

     F.   Disability:
          ----------

          In  the  event the Executive becomes disabled prior to any Termination
          of  Service,  and  the Executive's employment is terminated because of
          such  disability, he shall immediately begin receiving the benefits in
          Subparagraph  II(A)  above. Such benefit shall begin without regard to
          the  Executive's  Normal Retirement Age and the Executive shall be one
          hundred percent (100%) vested and the entire benefit amount disability
          shall  be  as defined in the Executive's Employment Agreement with the
          Bank  in  effect  at said termination due to disability. If there is a
          dispute  as  to disability, then said dispute shall be resolved as set
          forth  in  said  Employment  Agreement.

III.  RESTRICTIONS UPON FUNDING

     The bank shall have no obligation to set aside, earmark or entrust any fund
     or  money  with which to pay its obligations under this Executive Plan. The
     Executive, their beneficiary(ies),or any successor in interest shall be and
     remain  simply  a  general  creditor  of the Bank in the same manner as any
     other  creditor having a general claim for matured and unpaid compensation.

     The  Bank  reserves  the  absolute right, at its sole discretion, to either
     fund  the  obligations undertaken by this Executive Plan or to refrain from
     funding  the  same  and  to determine the extent, nature and method of such
     funding.  Should the Bank elect to fund this Executive Plan, in whole or in
     part,  through  the  purchase  of  life insurance, mutual funds, disability
     policies  or  annuities,  the Bank reserves the absolute right, in its sole
     discretion,  to terminate such funding at any time, in whole or in part. At
     no  time shall any executive be deemed to have any lien nor right, title or
     interest  in  or to any specific funding investment or to any assets of the
     Bank.

     If  the  Bank  elects  to invest in a life insurance, disability or annuity
     policy  upon the life of the Executive, then the Executive shall assist the
     Bank  by freely submitting to a physical exam and supplying such additional
     information  necessary  to  obtain  such  insurance  or  annuities.


                                       21
<PAGE>
IV.  CHANGE  OF  CONTROL

     Upon  a  Change  of  Control  (Subparagraph  I  [I]),  if  the  Executive
     subsequently  suffers  a  Termination of Service (Subparagraph I [D]), then
     the  Executive  shall  receive the benefits promised in this Executive Plan
     upon  attaining  Normal  Retirement  Age,  as  if  the  Executive  had been
     continuously  employed  by the Bank until the Executive's Normal Retirement
     Age.  The  Executive  will  also  remain  eligible  for  all promised death
     benefits  in  this  Executive  plan.  In  addition,  no  sale,  merger,  or
     consolidation  of  the  Bank  shall  take place unless the new or surviving
     entity expressly acknowledges the obligations under this Executive Plan and
     agrees  to  abide  by  its  terms.

V.   MISCELLANEOUS

     A.   Alienability  and  Assignment  Prohibition:
          ------------------------------------------

          Neither  the  Executive, nor the Executive's surviving spouse, nor any
          other  beneficiary(ies) under this Executive Plan shall have any power
          or  right  to  transfer,  assign,  anticipate,  hypothecate, mortgage,
          commute,  modify  or otherwise encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,  alimony  or  separate
          maintenance  owed b the Executive or the Executive's beneficiary(ies),
          nor  be  transferable  by operation of law in the event of bankruptcy,
          insolvency or otherwise. In the event the Executive or any beneficiary
          attempts  assignment, commutation, hypothecation, transfer or disposal
          of  the  benefits  hereunder,  the  Bank's liabilities shall forthwith
          cease  and  terminate.

     B.   Binding  Obligation  of  the  Bank  and  any  Successor  in  Interest:
         ---------------------------------------------------------------------

          The  Bank  shall not merge or consolidate into or with another bank or
          sell  substantially  all of its assets to another bank, firm or person
          until such bank, fir or person expressly agrees, in writing, to assume
          and  discharge  the  duties  and  obligations  of  the Bank under this
          Executive  Plan. This Executive Plan shall be binding upon the parties
          hereto,  their  successors,  beneficiaries,  heirs  and  personal
          representatives.

     C.   Amendment  or  Revocation:
          -------------------------

          It  is  agreed  by  and  between  the  parties hereto that, during the
          lifetime  of  the  Executive,  this  Executive  Plan may be amended or
          revoked  at  any  time  or  times,  in whole or in part, by the mutual
          written  consent  of  the  Executive  and  the  Bank.

     D.   Gender:
          ------

          Whenever  in  this  Executive  Plan words are used in the masculine or
          neuter  gender,  they shall be read and construed as in the masculine,
          feminine or neuter gender, whenever they should so apply.


                                       22
<PAGE>
     E.   Effect  on  Other  Bank  Benefit  Plans:
          ---------------------------------------

          Nothing contained in this Executive Plan shall affect the right of the
          Executive  to  participate  in  or  be  covered  by  any  qualified or
          non-qualified  pension,  profit-sharing,  group,  bonus  or  other
          supplemental  compensation  or fringe benefit plan constituting a part
          of  the  Bank's  existing  or  future  compensation  structure.

     F.   Headings:
          --------

          Headings  and  subheadings  in  this Executive Plan are interested for
          reference  and convenience only and shall not be deemed a part of this
          Executive  Plan.

     G.   Applicable  Law:
          ---------------

          The validity and interpretation of this Agreement shall be governed by
          the  laws  of  the  State  of  Georgia.

     H.   12  U.S.C.  Sec.  1828(k):
          -------------------------

          Any payments made to the Executive pursuant to this Executive Plan, or
          otherwise,  are  subject to and conditioned upon their compliance with
          12  U.S.C.  Sec.  1828(k)  or  any regulations promulgated thereunder.

     I.   Partial  Invalidity:
          -------------------

          If  any term, provision, covenant, or condition of this Executive Plan
          is  determined  by an arbitrator or a court, as the case may be, to be
          invalid,  void,  or unenforceable, such determination shall not render
          any  other  term,  provision, covenant, or condition invalid, void, or
          unenforceable,  and  the Executive Plan shall remain in full force and
          effect  notwithstanding  such  partial  validity.

     J.   Employment:
          ----------

          No  provision  of  this  Executive Plan shall be deemed to restrict or
          limit  any  existing  employment agreement by and between the Bank and
          the  Executive,  nor  shall  any  conditions  herein  create  specific
          employment rights to the Executive nor limit the right of the Employer
          to  discharge  the  Executive  with  or  without  cause.  In a similar
          fashion,  no  provision  shall  limit  the  Executive's  rights  to
          voluntarily  sever  the  Executive's  employment  at  any  time.


                                       23
<PAGE>
VI  ERISA PROVISION

     A.   Named  Fiduciary  and  Plan  Administrator:
          ------------------------------------------

          The  "Named  Fiduciary  and Plan Administrator" of this Executive Plan
          shall  be North Georgia National Bank until its resignation or removal
          by  the  Board.  As  Named  Fiduciary and Plan Administrator, the Bank
          shall be responsible for the management, control and administration of
          the Executive Plan. The Named Fiduciary may delegate to others certain
          aspects  of  the  management  and  operation  responsibilities  of the
          Executive Plan including the employment of advisors and the delegation
          of  ministerial  duties  to  qualified  individuals.

     B.   Claims  Procedure  and  Arbitration:
          -----------------------------------

          In  the event a dispute arises over benefits under this Executive Plan
          and  benefits  are  not  paid  to the Executive (or to the Executive's
          beneficiary(ies)  in  the  case  of  the  Executive's  death) and such
          claimants  feel  they  are  entitled  to receive such benefits, then a
          written  claim  must  be  made  to  the  Named  Fiduciary  and  Plan
          Administrator  named  above  within  sixty  (60)  days  from  the date
          payments are refused. The Named Fiduciary and Plan Administrator shall
          review  the  written  claim and if the claim is denied, in whole of in
          part,  they shall provide in writing within sixty (60) days of receipt
          of  such claim the specific reasons for such denials, reference to the
          provisions  of  this Executive Plan upon which the denial is based and
          any additional material or information necessary to perfect the claim.
          Such  written notice shall further indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A  claim  shall  be  deemed  denied  if  the  Named Fiduciary and Plan
          Administrator  fail  to take any action within the aforesaid sixty-day
          period.

          If  claimants  desire  a  second  review  they  shall notify the Named
          Fiduciary  and Plan Administrator in writing within sixty (60) days of
          the  first  claim  denial. Claimants may review this Executive Plan or
          any  documents  relating  thereto  and  submit  any written issues and
          comments  it may feel appropriate. In their sole discretion, the Named
          Fiduciary  and  Plan  Administrator shall then review the second claim
          and  provide  a  written decision within sixty (60) days of receipt of
          such  claim.  This  decision shall likewise state the specific reasons
          for the decision and shall include reference to specific provisions of
          the  Plan  Agreement  upon  which  the  decision  is  based.

          If  claimants  continue  to  dispute  the  benefit  denial  based upon
          completed performance of this Executive Plan or the meaning and effect
          of  the  terms  and  conditions thereof, then claimants may submit the
          dispute  to  an arbitrator for final arbitration. The arbitrator shall
          be  selected  by  mutual  agreement of the Bank and the claimants. The
          arbitrator  shall  operate  under  any  generally  recognized  set  of
          arbitration rules. The parties hereto agree that they and their heirs,
          personal representatives, successors and assigns shall be bound by the
          decision  of  such arbitrator with respect to any controversy properly
          submitted  to  it  for  determination.


                                       24
<PAGE>
VII. DEFERRAL BENEFITS

     A.   Deferral  Election:
          ------------------

          Any  Executive  wishing to defer any portion or all of the Executive's
          salary  may  elect to defer up to one hundred percent (100%) each year
          for  a  maximum of five (5) years. At the end of the five-year period,
          the  Board  shall have the option of extending the deferral period for
          any amount of time it shall deem to be appropriate. The Executive will
          make the election to defer by filing with the Bank a written statement
          setting forth the amount of the deferrals and the Executive's election
          of  payment  as  set  forth  in Subparagraph VIII(C) hereinafter. This
          statement  must  be  filed prior to having earned the deferred income.

     B.   Deferred  Compensation  Account:
          -------------------------------

          The  Bank  shall establish a Deferred Compensation Account in the name
          of  the Executive and credit that account with the deferrals. The Bank
          shall  also  credit  interest  to  the  Deferred  Compensation Account
          balance  on  December  31st  of  each year. The interest rate credited
          shall  be  the  Bank's  average  prime lending rate of each Plan Year.

     C.   Retirement,  Termination  of  Service  or  Death:
          ------------------------------------------------

          Upon  the  Executive's  Retirement  Date  or  Termination  of  Service
          (Subparagraphs  I[C]  and  [D]  hereinabove),  the  balance  of  the
          Executive's  Deferred Compensation Account shall be payable as elected
          by  the Executive one (1) year prior to receiving said benefit payable
          to  the  Executive  thirty  (30)  days  following  said  event. If the
          Executive  fails  to  make  said  payment election, then the Executive
          shall  be  paid  in  ten  (10)  equal annual installments as set forth
          herein.  Should  the  Executive  die  while  there is a balance in the
          Executive's  Deferred Compensation Account, such balance shall be paid
          pursuant  to  Subparagraph  II(C)  hereinabove.


                                       25
<PAGE>
     IN  WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
red  this Agreement and executed the original thereof on the first day set forth
hereinabove,  and  that,  upon  execution,  each has received a conforming copy.

                                      NORTH  GEORGIA  NATIONAL  BANK
                                      Calhoun,  Georgia


_________________________________     _________________________________
Witness                               Witness                    Title


_________________________________     _________________________________
Witness                               David J. Lance


                                       26
<PAGE>
                          BENEFICIARY DESIGNATION FORM
                         FOR THE EXECUTIVE SUPPLEMENTAL
                            RETIREMENT PLAN AGREEMENT



PRIMARY  DESIGNATION:

     Name                    Address                    Relationship
     ----                    -------                    ------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


SECONDARY  (CONTINGENT)  DESIGNATION:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


All  sums  payable under the Supplemental Retirement Plan Executive Agreement by
reason  of  my  death  shall  be  paid  to the Primary Beneficiary, if he or she
survives  me,  and  if  no  Primary  Beneficiary  shall  survive me, then to the
Secondary  (Contingent)  Beneficiary.



--------------------------------                   -----------------------------
David J. Lance                                     Date


                                       27
<PAGE>
                              DEFERRAL DECLARATION

I.   AUTHORIZATION  AND  AMOUNT  OF  DEFERRAL

     The  undersigned  David  J.  Lance, a Executive of the Board of____________
     Bank  hereby  elects  to  defer  _______________  ($  or  percent)  of  the
     Executive's  income  for  the  year  __________  and  all  subsequent years
     thereafter pursuant to the Executive Supplemental Retirement Plan Executive
     Agreement  effective  the  day  of _________ , 200__ unless modified by the
     Executive  accordingly.  The undersigned is a party to the above referenced
     agreement.

II.  DISTRIBUTION  ELECTION

     Pursuant  to  the  Provisions  of my Executive Supplemental Retirement Plan
     Executive  Agreement  with  North  Georgia National Bank, I hereby elect to
     have  any  distribution of the balance of my Deferral Account paid to me in
     installments  as  designated  below:

     _____  Lump  sum.

     _____  Five  (5)  annual  installments  with the amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  Ten (10) annual  installments  with  the  amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  Fifteen (15) annual installments with the amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  The  aforesaid length of  time for payments in monthly installments.


Date:                                  Executive:
      --------------------------                  ------------------------------


                                       28
<PAGE>
                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT

Insurer:

Policy  Number:

Bank:                                    North  Georgia  National  Bank

Insured:                                 David  J.  Lance

Relationship  of  Insured  to  Bank:     Executive

The  respective  rights  and  duties  of  the  Bank  and  the  Insured  in  the
above-referenced  policy  shall  be  pursuant  to  the  terms  set  forth below:

I.   DEFINITIONS

     Refer  to  the  policy  contract  for  the  definition of all terms of this
     Agreement.

II.  POLICY  TITLE  AND  OWNERSHIP

     Title and ownership shall reside in the Bank for its use and for the use of
     the  Insured  all in accordance with this Agreement. The Bank alone may, to
     the extent of its interest, exercise the right to borrow or withdraw on the
     policy  cash  values. Where the Bank and the Insured (or assignee, with the
     consent  of  the  Insured) mutually agree to exercise the right to increase
     the  coverage  under  the subject Split Dollar policy, then, in such event,
     the  rights,  duties and benefits of the parties to such increased coverage
     shall  continue  to  be  subject  to  the  terms  of  this  Agreement.

III. BENEFICIARY  DESIGNATION  RIGHTS

     The  Insured  (or  assignee)  shall have the right and power to designate a
     beneficiary or beneficiaries to receive the Insured's share of the proceeds
     payable  upon  the  death of the Insured, and to elect and change a payment
     option  for such beneficiary, subject to any right or interest the Bank may
     have  in  such  proceeds,  as  provided  in  this  Agreement.

IV.  PREMIUM  PAYMENT  METHOD

     The  Bank  shall  pay an amount equal to the planned premiums and any other
     premium  payments  that might become necessary to keep the policy in force.


                                       29
<PAGE>
V.   TAXABLE  BENEFIT

     Annually  the  Insured  will receive a taxable benefit equal to the assumed
     cost of insurance as required by the Internal Revenue Service. The Bank (or
     its  administrator) will report to the Insured the amount of imputed income
     each  year  on  Form  W-2  or  its  equivalent.

VI.  DIVISION  OF  DEATH  PROCEEDS

     Subject to Paragraphs VII and IX herein, the division of the death proceeds
     of  the  policy  is  as  follows:

     A.   Upon  the  death  of  the  insured,  the  Insured's  beneficiary(ies),
          designated  in  accordance with Paragraph III, shall be entitled to an
          amount  equal  to  the  amount  or  the  percentage of the net-at-risk
          insurance  portion  of  the  proceeds  set  forth  hereinbelow  that
          corresponds  to  the  Plan Year in which death occurs. The net-at-risk
          insurance  portion  is  the  total proceeds less the cash value of the
          policy.

                Plan Year*            Amount of Percentage
                ----------            --------------------

              1                    $500,000 or 100% of the net-at-risk,
                                   whichever  is  less
              2                    35% of the net-at-risk
              3                    45% of the net-at-risk
              4                    55% of the net-at-risk
              5                    65% of the net-at-risk
              6 and thereafter     75% of the net-at-risk

     B.   The  Bank  shall  be  entitled  to  the  remainder  of  such proceeds.

     C.   The  Bank  and  the Insured (or assignees) shall share in any interest
          due on the death proceeds on a pro rata basis as the proceeds due each
          respectively bears to the total proceeds, excluding any such interest.

          *Plan  Year  shall  mean  a calendar year from January 1st to December
          31st  in the year of implementation, the term Plan Year shall mean the
          period  from  the  Effective  Date to December 31st of the year of the
          Effective  Date.

VII. DIVISION  OF  THE  CASH  SURRENDER  VALUE  OF  THE  POLICY

     The  Bank shall at all times be entitled to an amount equal to the policy's
     cash value, as that term is defined in the policy contract, less any policy
     loans  and  unpaid  interest or cash withdrawals previously incurred by the
     Bank  and  any  applicable  surrender  charges.  Such  cash  value shall be
     determined  as  of  the  date  of  surrender  or  death as the case may be.

VIII.  RIGHTS  OF  PARTIES  WHERE  POLICY  ENDOWMENT  OR ANNUITY ELECTION EXISTS

     In  the  event  the  policy  involves  an endowment or annuity element, the
     Bank's right and interest in any endowment proceeds or annuity benefits, or
     expiration  of  the  deferment  period,  shall  be  determined  under  the


                                       30
<PAGE>
     provisions  of  this  Agreement by regarding such endowment proceeds or the
     commuted  value  of  such annuity benefits as the policy's cash value. Such
     endowment proceeds or annuity benefits shall be considered to be like death
     proceeds  for  the  purposes  of  division  under  this  Agreement.

IX.  TERMINATION  OF  AGREEMENT

     This  Agreement  shall  terminate  upon  the  occurrence  of any one of the
     following:

     A.   The  Insured  shall  be  discharged  from employment with the Bank for
          cause.  The  term  "for  cause" shall be as defined in the Executive's
          Employment  Agreement  in  effect  at  the  time of said Discharge for
          Cause.  If there is a dispute as to said Discharge or Cause, then said
          dispute  shall  be resolved as set forth in said Employment Agreement.

     B.   Surrender,  lapse,  or  other  termination  of the Policy by the Bank.

     Upon  such  termination,  the Insured (or assignee) shall have a sixty (60)
     days  option  to receive from the Bank an absolute assignment of the Policy
     in  consideration  of  cash  payment  to the Bank, whereupon this Agreement
     shall  terminate.  Such  cash  payment referred to hereinabove shall be the
     greater  of:

     A.   The  Bank's  share of the cash value of the policy on the date of such
          assignment,  as  defined  in  this  Agreement;  or

     B.   The  amount  of  the premiums that have been paid by the Bank prior to
          the  date  of  such  assignment.

     If,  within  said sixty (60) day period, the Insured fails to exercise said
     option, fails to procure the entire aforestated cash payment, or dies, then
     the option shall terminate and the Insured (or assignee) agrees that all of
     the  Insured's rights, interest and claims in the policy shall terminate as
     of  the  date  of  the  termination  of  this  Agreement.

     The  Insured  expressly  agrees  that  this  Agreement  shall  constitute
     sufficient written notice to the Insured of the Insured's option to receive
     an  absolute  assignment  of  the  policy  as  set  forth  herein.

     Except  as provided above, this Agreement shall terminate upon distribution
     of  the  death  benefit  proceeds  in  accordance  with Paragraph VI above.

X.   INSURED'S  OR  ASSIGNEE'S  ASSIGNMENT  RIGHTS

     The Insured may not, without the written consent of the Bank, assign to any
     individual,  trust  or  other organization, any right, title or interest in
     the  subject  policy  nor any rights, options, privileges or duties created
     under  this  Agreement.

XI.  AGREEMENT  BINDING  UPON  THE  PARTIES

     This  Agreement  shall  bind  the  Insured  and  the  Bank,  their  heirs,
     successors,  personal  representatives  and  assigns.


                                       31
<PAGE>
XII. ERISA  PROVISIONS

     The  following  provisions  are  part of this Agreement and are intended to
     meet  the  requirements  of  the Employee Retirement Income Security Act of
     1974  ("ERISA"):

     A.   Named Fiduciary and Plan Administrator.
          --------------------------------------

          The  "Named  Fiduciary  and  Plan  Administrator"  of this Endorsement
          Method  Split  Dollar  Agreement  shall be North Georgia National Bank
          until  its  resignation or removal by the Board of Directors. As Named
          Fiduciary  and  Plan  Administrator, the Bank shall be responsible for
          the  management, control, and administration of this Split Dollar Plan
          as  established  herein.  The  Named  Fiduciary may delegate to others
          certain  aspects  of  the management and operation responsibilities of
          the  Plan,  including the employment of advisors and the delegation of
          any  ministerial  duties  to  qualified  individuals.

     B.   Funding Policy.
          --------------

          The funding policy for this Split Dollar Plan shall be to maintain the
          subject  policy  in  force by paying, when due, all premiums required.

     C.   Basis of Payment of Benefits.
          ----------------------------

          Direct  payment  by  the  Insurer  is the basis of payment of benefits
          under  this  Agreement, with those benefits in turn being based on the
          payment  of  premiums  as  provided  in  this  Agreement.

     D.   Claim Procedures.
          ----------------

          Claim  forms  or  claim  information  as  to the subject policy can be
          obtained  by  contacting  Benmark, Inc. (800-544-6079). When the Named
          Fiduciary  has  a  claim  which  may  be  covered under the provisions
          described  in  the  insurance  policy,  they should contact the office
          named above, and they will either complete a claim form and forward it
          to  an  authorized  representative  of the Insurer or advise the named
          Fiduciary  what  further  requirements are necessary. The Insurer will
          evaluate and make a decision as to payment. If the claim is payable, a
          benefit  check  will  be  issued  in accordance with the terms of this
          Agreement.

          In  the  event  that  a  claim  is  not eligible under the policy, the
          Insurer  will notify the Named Fiduciary of the denial pursuant to the
          requirements  under the terms of the policy. If the Named Fiduciary is
          dissatisfied  with  the denial of the claim and wishes to contest such
          claim denial, they should contact the office named above and they will
          assist  in  making  an  inquiry  to the Insurer. All objections to the
          Insurer's  actions  should  be  in writing and submitted to the office
          named  above  for  transmittal  to  the  Insurer.

XIII.  GENDER


<PAGE>
     Whenever  in  this  Agreement  words  are  used  in the masculine or neuter
     gender,  they  shall be read and construed as in the masculine, feminine or
     neuter  gender,  whenever  they  should  so  apply.

XIV. INSURANCE  COMPANY  NOT  A  PARTY  TO  THIS  AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will respect
     the  rights  of  the parties as herein developed upon receiving an executed
     copy of this Agreement. Payment or other performance in accordance with the
     policy  provisions  shall  fully  discharge  the  Insurer  from any and all
     liability.

XV.  CHANGE  OF  CONTROL

     Change  of  Control  shall  be deemed to be the cumulative transfer of more
     than  fifty  percent (50%) of the voting stock of the Bank from the date of
     this Agreement. For the purposes of this Agreement, transfers on account of
     death  or  gifts,  transfers  between  family  members,  or  transfers to a
     qualified retirement plan maintained by the Bank shall not be considered in
     determining  whether  there  has been a Change of Control. Upon a Change of
     Control, if the Insured's employment is subsequently terminated, except for
     cause,  then  the Insured shall be one hundred percent (100%) vested in the
     benefits  promised  in  this  Agreement.

XVI. AMENDMENT  OR  REVOCATION

     It is agreed by and between the parties hereto that, during the lifetime of
     the Insured, this Agreement may be amended or revoked at any time or times,
     in  whole  or in part, by the mutual written consent of the Insured and the
     Bank.

XVII.  EFFECTIVE  DATE

     The  Effective  Date  of  this  Agreement  shall be _______________, _____.

XVIII.  SEVERABILITY  AND  INTERPRETATION

     If  a  provision  of this Agreement is held to be invalid or unenforceable,
     the  remaining provisions shall nonetheless be enforceable according to law
     and  enforced  as  amended.

XIX. APPLICABLE  LAW

     The  validity and interpretation of this Agreement shall be governed by the
     laws  of  the  State  of  Georgia.

XX.  PREMIUM  PAYMENT  METHOD  AND  BANK'S  DUE  DILIGENCE

     Subject to the following, the Bank shall pay an amount equal to the planned
     premiums and any other premium payments that might become necessary to keep
     the policy in force. The Bank shall exercise due diligence in reviewing the
     financial  stability  of  the insurance company and the policy that are the
     subject  of this Agreement. If the Bank believes that the Insurer under the
     policy  is  financially weak or that the policy is not performing well, the
     Bank  may,  at  any  time,  surrender  the policy or substitute a different
     policy  provided  that  the  Bank  is under no obligation to invest in such


                                       32
<PAGE>
     replacement  policy  any  more  than  the  proceeds available from the cash
     surrender  value  of  the  original policy. The Executive will cooperate by
     undertaking  any  necessary  medical  examination.  If  the Bank chooses to
     surrender  the  above-referenced  policy without replacing it or the policy
     otherwise  ceases  to  exist  prior  to  the death of the Insured, the Bank
     agrees  to  pay  the Insured's named beneficiary(ies) Five Hundred Thousand
     and  no/100ths  Dollars ($500,000.00) as a death benefit under Paragraph VI
     of  this  Agreement.

Executed at Calhoun, Georgia this _____ day of __________, _____.


                                      NORTH GEORGIA NATIONAL BANK
                                      Calhoun, Georgia



_________________________________     By:_________________________________
Witness                                                          Title




_________________________________     ____________________________________
Witness                               David J. Lance



<PAGE>
                          BENEFICIARY DESIGNATION FORM
                      FOR LIFE INSURANCE ENDORSEMENT METHOD
                           SPLIT DOLLAR PLAN AGREEMENT


PRIMARY DESIGNATION:

     Name                    Address                    Relationship
     ----                    -------                    ------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


SECONDARY (CONTINGENT) DESIGNATION:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


All  sums  payable under the Life Insurance Endorsement Method Split Dollar Plan
Agreement  by reason of my death shall be paid to the Primary Beneficiary, if he
or  she survives me, and if no Primary Beneficiary shall survive me, then to the
Secondary  (Contingent)  Beneficiary.



--------------------------------                  ------------------------------
David J. Lance                                    Date


<PAGE>
                              DEFERRAL DECLARATION

I.   AUTHORIZATION  AND  AMOUNT  OF  DEFERRAL

     The  undersigned  David  J.  Lance,  an  Executive  of  the  Board  of
     _______________  Bank hereby elects to defer _______________ ($ or percent)
     of  the  Executive's  income  for  the year ______ and all subsequent years
     thereafter pursuant to the Executive Supplemental Retirement Plan Executive
     Agreement  effective  the _____ day of __________, 200__ unless modified by
     the  Executive  accordingly.  The  undersigned  is  a  party  to  the above
     referenced  agreement.

II.  DISTRIBUTION  ELECTION

     Pursuant  to  the  Provisions  of my Executive Supplemental Retirement Plan
     Executive  Agreement  with  North  Georgia National Bank, I hereby elect to
     have  any  distribution of the balance in my Deferral Account paid to me in
     installments  as  designated  below:

     _____  Lump  sum.

     _____  Five (5) annual  installments  with  the  amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  Ten  (10) annual installments  with  the  amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  Fifteen (15) annual installments with the amount of each installment
            determined as of each installment date by dividing the entire amount
            in  my  Benefit Account by the number of installments then remaining
            to  be  paid,  with the final installment to be the entire remaining
            balance  in  the  Benefit  Account.

     _____  The  aforesaid  length of time for payments in monthly installments.



Date: ____________________________ Executive: ____________________________


<PAGE>