Exhibit 10.13

                                 ebank.com, Inc.

                              EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made by and between
ebank.com, Inc., a unitary thrift holding company (the "Employer"),  and Richard
A. Parlontieri,  an individual resident of Georgia (the "Employee"),  as of this
6th day of March, 2000 ("Effective Date").

         The  Employer  presently  employs the  Employee as its Chief  Executive
Officer. The Employer recognizes that the Employee's  contribution to the growth
and success of the Employer is substantial.  The Employer desires to provide for
the  continued  employment  of the Employee  and to make certain  changes in the
Employee's  employment  arrangements  which the  Employer  has  determined  will
reinforce and encourage the continued dedication of the Employee to the Employer
and will promote the best  interests of the Employer and its  shareholders.  The
Employee  is  willing  to  continue  to serve  the  Employer  on the  terms  and
conditions herein provided.

         In  consideration  of the  foregoing,  the mutual  covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto,  intending to be legally
bound, hereby agree that on the Effective Date:

         1. Employment.  The Employer shall continue to employ the Employee, and
the Employee shall continue to serve the Employer,  as Chief  Executive  Officer
upon the terms and  conditions  set forth herein.  The Employee  shall have such
authority and responsibilities as are consistent with his position and which may
be set  forth in this  Agreement  or  assigned  by the Chief  Executive  Officer
("CEO") or the Board of Directors  from time to time.  The Employee shall devote
his full business time,  attention,  skill and efforts to the performance of his
duties  hereunder,  except during  periods of illness or periods of vacation and
leaves of absence consistent with the Employer's policy. The Employee may devote
reasonable periods of time to perform charitable and other community  activities
and to manage his personal investments;  provided, however, that such activities
will not materially  interfere with the performance of his duties  hereunder and
will not be in conflict or competitive with, or adverse to, the interests of the
Employer.  Under no  circumstances  will the Employee work for any competitor or
have  any  financial  interest  in any  competitor  of the  Employer;  provided,
however,  that the Employee may invest in up to 1% of the publicly-traded  stock
or securities of any company whose stock or securities  are traded on a national
exchange.

         2. Term. Unless earlier  terminated as provided herein,  the Employee's
employment  under this Agreement  shall be for a continuing term (the "Term") of
three years,  which shall be extended  automatically  (without further action of
the  Employer  or the  Employee)  30 days  prior to the end of each  term for an
additional three years so that the remaining term shall again become three years
unless,  prior to any such  automatic  extension,  either  party  shall  deliver
written notice upon the other of its intention that this Agreement  shall not be
so extended,  in which case the Agreement  shall continue  through its remaining
term but shall


<PAGE>

not be extended absent written agreement by both the Employer and the Employee.

         3. Compensation and Benefits.

         a. The  Employer  shall pay the Employee a salary at a rate of not less
than $175,000 per annum in accordance  with the salary payment  practices of the
Employer.  The Board of Directors  shall review the  Employee's  salary at least
annually and may increase the  Employee's  base salary if it  determines  in its
sole discretion that an increase is appropriate.

         b. The Employee shall participate in any retirement,  welfare, deferred
compensation,  life and health insurance, and other benefit plans or programs of
the Employer now or hereafter applicable to the Employee or applicable generally
to employees of the Employer, as determined by the Board of Directors.

         c. The Employer shall continue to reimburse the Employee for reasonable
travel and other expenses  related to the  Employee's  duties which are incurred
and accounted for in accordance with the Employer's standard business practices.

         d. The Employee  shall be eligible to receive cash bonuses based on the
Employee's achievement of specified goals and criteria. These goals and criteria
may include  both annual and  long-term  goals,  may provide for vesting  over a
specified  time period,  and shall be established  annually by the  Compensation
Committee  of the Board of  Directors  and  attached  to and made a part of this
Agreement (the "Bonus Plan").  Unless provided otherwise in any particular Bonus
Plan,  each annual award will vest on January 1 of the year  following  the year
for which the award is earned,  provided that the Employee is actively  employed
on such date, and each long-term incentive compensation award will vest in equal
portions on January 1 of the three years  following  the year in which the award
is earned,  provided  that the Employee is actively  employed on each such date.
The Employer  shall make payment on any vested bonus within a reasonable  period
after vesting thereof.

         4. Termination.

         a. The  Employee's  employment  under this  Agreement may be terminated
prior to the end of the Term only as follows:

            (i) upon the death of the Employee;

            (ii) upon the  disability  of the  Employee for a period of 180 days
            which, in the opinion of the Board of Directors,  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
            impose an undue hardship on the Employer;

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<PAGE>


            (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  Employee  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 Employee, 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 Employee for the commission or perpetration by the
            Employee  of any  felony or any crime  involving  dishonesty,  moral
            turpitude or fraud,  (C) the material breach by the Employee of this
            Agreement  that, if  susceptible of cure,  remains  uncured ten days
            following  written  notice to the Employee of such  breach,  (D) the
            exhibition  by the  Employee of 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,  is
            materially  detrimental  to the Employer's  best interest,  that, if
            susceptible  of cure,  remains  uncured ten days  following  written
            notice to the Employee of such specific  inappropriate  behavior, or
            (E) the failure of the Employee to render the services  hereunder in
            accordance with an appropriate  performance  standard  determined in
            the sole discretion of the Board of Directors; or

            (iv) upon 30 days written  notice  thereof to the Employee  from the
            Employer (termination  "Without Cause"),  provided that in the event
            of any  such  termination  Without  Cause,  Section  4(e)  shall  be
            applicable thereto.

         b. If the Employee's employment is terminated because of the Employee's
death,  the  Employee's  estate  shall  receive  any sums due him as base salary
and/or reimbursement of expenses through the end of the month during which death
occurred, plus any bonus earned or accrued under the Bonus Plan through the date
of death  (including  any amounts  awarded for previous years but which were not
yet vested) and a pro rata share of any bonus with respect to the current fiscal
year which had been earned as of the date of the Employee's death.

         c. During the period of any incapacity leading up to the termination of
the Employee's employment as a result of disability, the Employer shall continue
to pay the  Employee  his full base  salary  at the rate then in effect  and all
perquisites and other benefits (other than any bonus) until the Employee becomes
eligible for benefits under any long-term  disability plan or insurance  program
maintained by the Employer, provided that the amount of any such payments to the
Employee  shall be reduced  by the sum of the  amounts,  if any,

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<PAGE>

payable to the  Employee  for the same period  under any  disability  benefit or
pension  plan  of the  Employer  or any of its  subsidiaries.  Furthermore,  the
Employee  shall receive any bonus earned or accrued under the Bonus Plan through
the date of incapacity  (including  any amounts  awarded for previous  years but
which were not yet vested) and a pro rata share of any bonus with respect to the
current  fiscal  year  which had been  earned  as of the date of the  Employee's
incapacity.

         d. If the  Employee's  employment is  terminated  for Cause as provided
above,  or if the  Employee  resigns  (except for a  termination  of  employment
pursuant to Section  4(f)),  the Employee shall receive any sums due him as base
salary and/or  reimbursement of expenses  through the date of such  termination,
but Employee  will thereby  forfeit any rights in any unpaid  bonus,  including,
without limitation,  any bonus amounts awarded for previous years which were not
yet vested and any share of any bonus with  respect to the  current  fiscal year
which had been earned as of the date of such termination or resignation.

         e. If the  Employee's  employment  is  terminated  Without  Cause,  the
Employer shall pay to the Employee severance  compensation in an amount equal to
100% of his  then-current  monthly  base salary each month for one year from the
date of  termination,  plus any bonus  earned or  accrued  under the Bonus  Plan
through the date of  termination  and a pro rata share of any bonus with respect
to the  current  fiscal  year  which  had  been  earned  as of the  date  of the
Employee's  termination.  However,  Section  4(f)  shall  apply  instead of this
Section 4(e) to any termination Without Cause after a Change in Control.

         f. Upon a Change in Control,  the Employee may terminate his employment
hereunder for any reason upon delivery of notice to the Employer within a 90-day
period  beginning  upon the 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 Employee terminates his employment pursuant to this Section 4(f)
or if the  Employer  terminates  the  Employee  Without  Cause after a Change in
Control,  in addition to other rights and  remedies  available in law or equity,
the  restrictive  covenants  contained  in  Section 9 shall not  apply  and,  in
addition,  the  Employee  shall be entitled to the  following:  (i) the Employer
shall pay the Employee in cash within 15 days of such  termination date any sums
due him as base salary and/or reimbursement of expenses through the date of such
termination,  plus any bonus earned or accrued  under the Bonus Plan through the
date of termination  (including any amounts awarded for previous years but which
were not yet  vested)  and a pro rata  share of any bonus  with  respect  to the
current  fiscal  year  which had been  earned  as of the date of the  Employee's
termination (and any forfeiture in other  restrictive  provisions  applicable to
each award shall not apply);  and (ii) the  Employer  shall pay the  Employee in
cash within 15 days of such  termination  date one lump sum payment in an amount
equal to the  Employee's  then  current  annual  base salary  multiplied  by the
original full Term (without taking into account the amount of the Term which may
have lapsed by such date).

         g. With the  exceptions  of the  provisions  of this Section 4, and the
express  terms of any benefit  plan under which the  Employee is a  participant,
upon  termination  of the  Employee's  employment,  the  Employer  shall have no
obligation to the Employee for, and the Employee  waives and  relinquishes,  any
further  compensation or benefits (exclusive of COBRA

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<PAGE>

benefits).  At the time of termination  of employment,  the Employee shall enter
into a form of release  acknowledging such remaining obligations and discharging
the Employer,  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 Employee's employment by
the Employer, including the circumstances of such termination.

         h. In the event that the  Employee's  employment is terminated  for any
reason  and  the  Employee  serves  as a  director  of  the  Employer  or of any
subsidiary  of the  Employer,  the Employee  shall (and does hereby)  tender his
resignation from such positions 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 Employee's
services to the Employer and shall not constitute  "excess  parachute  payments"
within the meaning of Section  280G(b) 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 Employee's compensation payable hereunder shall be
decreased,  so as to equal an amount  that is $1.00  less than  three  times the
Employee's  "base  amount,"  as that term is defined  in Section  280G(b) of the
Internal  Revenue Code, if, and only if,  reducing the  Employee's  compensation
will put the  Employee in a better  after-tax  position  than if the  Employee's
compensation was not reduced.

         j. Notwithstanding  anything to the contrary herein, if the Employee is
suspended or temporarily  prohibited  from  participating  in the conduct of the
Employer's affairs by a notice served under section 8(e)(3) or (g)(1) of Federal
Deposit  Insurance  Act (12 U.S.C.  1818  (e)(3)  and  (g)(1)),  the  Employer's
obligations  under this  Agreement  shall be suspended as of the date of service
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Employer may in its  discretion (i) pay the Employee all or part
of the  compensation  withheld while the  obligations  under this Agreement were
suspended and (ii) reinstate (in whole or in part) any of such obligations which
were suspended.

         k. Notwithstanding  anything to the contrary herein, if the Employee is
removed or  permanently  prohibited  from  participating  in the  conduct of the
Employer's  affairs by an order issued  under  section 8 (e)(4) or (g)(1) of the
Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations
of the Employee under this Agreement shall terminate as of the effective date of
the order, but any vested rights of the parties hereto shall not be affected.

         l. Notwithstanding  anything to the contrary herein, if the Employer is
in default (as defined in section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  (4)(e)  shall not affect any vested  rights of the  parties
hereto.

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<PAGE>

         m.  Notwithstanding  anything to the contrary  herein,  all obligations
under this Agreement shall be terminated,  except to the extent  determined that
continuation  of this Agreement is necessary for the continued  operation of the
Employer, in the following cases:

                           (a)  By  the   Director   of  the  Office  of  Thrift
                  Supervision  (the "OTS  Director") or his or her designee,  at
                  the time the Federal Deposit Insurance Corporation enters into
                  an  agreement  to  provide  assistance  to or on behalf of the
                  Employer under the authority contained in 13(c) of the Federal
                  Deposit Insurance Act; or

                           (b) By the OTS  Director or his or her  designee,  at
                  the time the OTS  Director or his or her  designee  approves a
                  supervisory merger to resolve problems related to operation of
                  the  Employer or when the  Employer is  determined  by the OTS
                  Director to be in an unsafe or unsound condition.

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

         5.  Ownership of Work Product.  The Employer shall own all Work Product
arising  during  the  course of the  Employee's  employment  (prior,  present or
future).  For  purposes  hereof,  "Work  Product"  shall  mean all  intellectual
property rights, including all Trade Secrets, U.S. and international copyrights,
patentable   inventions,   and  other  intellectual   property  rights,  in  any
programming, documentation, technology, work of authorship or other work product
that relates to the  Employer,  its business or its  customers and that Employee
conceives, develops, or delivers to the Employer or that otherwise arises out of
the services  provided by the Employee to the  Employer  hereunder,  at any time
during his  employment,  during or outside normal working hours, in or away from
the facilities of the Employer, and whether or not requested by the Employer. If
the Work Product  contains any materials,  programming or intellectual  property
rights that the Employee  conceived or developed  prior to, and  independent of,
the  Employee's  work for the  Employer,  the  Employee  agrees to identify  the
pre-existing  items to the  Employer,  and the  Employee  grants the  Employer a
worldwide,  unrestricted,  royalty-free right, including the right to sublicense
such items.  The  Employee  agrees to take such actions and execute such further
acknowledgments  and assignments as the Employer may reasonably  request to give
effect to this provision.

         6.  Protection  of Trade  Secrets.  The Employee  agrees to maintain in
strict  confidence  and,  except as  necessary  to  perform  his  duties for the
Employer,  the Employee  agrees not to use or disclose any Trade  Secrets of the
Employer during or after his employment. For the purposes hereof, "Trade Secret"
means information,  including,  without  limitation,  technical or non-technical
data, a formula,  a pattern,  a compilation,  a program,  a device,  a method, a
technique, a process, a drawing, financial data, financial plans, product plans,
information  on  customers  or a  list  of  actual  or  potential  customers  or
suppliers,  which:  (i) derives  economic value,


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<PAGE>

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

         7.  Protection  of Other  Confidential  Information.  In addition,  the
Employee  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 of the Employer  during his employment and for a period of
24 months  following  termination  of the Employee's  employment.  "Confidential
Business  Information"  shall mean any internal,  non-public  information (other
than Trade Secrets already addressed above) concerning the Employer's  financial
position and results of  operations  (including  revenues,  assets,  net income,
etc.); annual and long-range business plans; product or service plans; marketing
plans and methods;  training,  educational and administrative manuals;  customer
and  supplier  information  and purchase  histories;  and  employee  lists.  The
provisions  of Sections 6 and 7 above shall also apply to protect  Trade Secrets
and Confidential  Business Information of third parties provided to the Employer
under an obligation of secrecy.

         8. Return of Materials.  The Employee shall  surrender to the Employer,
promptly upon its request and in any event upon  termination  of the  Employee's
employment, all media, documents,  notebooks, computer programs, handbooks, data
files, models, samples, price lists, drawings, customer lists, prospect data, or
other material of any nature  whatsoever (in tangible or electronic form) in the
Employee's possession or control,  including all copies thereof, relating to the
Employer,  its  business,  or its  customers.  Upon the request of the Employer,
Employee shall certify in writing compliance with the foregoing requirement.

         9. Restrictive Covenants.

         a. No Solicitation of Customers.  During the Employee's employment with
the Employer and for a period of 24 months  thereafter,  the Employee  shall not
(except on behalf of or with the prior written consent of the Employer),  either
directly or  indirectly,  on the  Employee's  own behalf or in the service or on
behalf of others, solicit or attempt to solicit Customers to induce or encourage
them  to  acquire  or  obtain  from  anyone  other  than  the  Employer  or  its
subsidiaries  any product or service  competitive  with or substitute for any of
the Employer's Products. For purposes of this Section,  "Customer" refers to any
person or group of persons with whom the Employee  had direct  material  contact
with regard to the selling,  delivery,  or support of the  Employer's  Products,
including  servicing such person's or group's  account,  during the period of 12
months preceding the solicitation date. The "Employer's  Products" refers to the
products and services that the Employer or any of its subsidiaries or affiliates
offered or sold within six months of the  solicitation  date.  This  restriction
does not apply after a Change in Control.

         b. No Recruitment of Personnel.  During the Employee's  employment with
the Employer and for a period of 24 months  thereafter,  the Employee shall not,
either directly or indirectly, on the Employee's own behalf or in the service or
on behalf of others,  solicit or induce any  employee  of or  consultant  to the
Employer or any of its  subsidiaries  or affiliates to leave his or her position
with the Employer (or the  subsidiary  or  affiliate),  or recruit or attempt to


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recruit such persons to accept  employment  or any other  position  with another
business. This restriction does not apply after a Change in Control.

         c. Independent Provisions. The provisions in each of the above Sections
9(a) and 9(b) are  independent,  and the  unenforceability  of any one provision
shall not affect the enforceability of any other provision.

         10. Successors; Binding Agreement. This Agreement shall be binding upon
and shall inure to the benefit of the Employer and its  successors  and assigns.
Neither this Agreement nor any right or interest  hereunder  shall be assignable
or transferable by the Employee,  his  beneficiaries  or legal  representatives,
except by will or by the laws of descent and distribution.  This Agreement shall
inure to the benefit of and be  enforceable  by the  Employee's  legal  personal
representative.

         11. Notice.  For the purposes of this Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  last given by each party to the other;  provided,  however,  that all
notices to the Employer  shall be directed to the attention of the Employer with
a copy to the Secretary of the Employer. All notices and communications shall be
deemed to have been received on the date of delivery thereof.

         12.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Georgia without giving
effect to the conflict of laws  principles  thereof.  Any action  brought by any
party to this Agreement  shall be brought and maintained in a court of competent
jurisdiction in State of Georgia.

         13.  Non-Waiver.  Failure  of  the  Employer  to  enforce  any  of  the
provisions of this Agreement or any rights with respect  thereto shall in no way
be considered to be a waiver of such provisions or rights,  or in any way affect
the validity of this Agreement.

         14. Enforcement. The Employee agrees that in the event of any breach or
threatened  breach by the  Employee of any  covenant  contained in Section 6, 7,
9(a), or 9(b) hereof,  the resulting injuries to the Employer would be difficult
or impossible to estimate accurately,  even though irreparable injury or damages
would certainly result. Accordingly, an award of legal damages, if without other
relief,  would be inadequate to protect the Employer.  The Employee,  therefore,
agrees that in the event of any such breach,  the Employer  shall be entitled to
obtain from a court of  competent  jurisdiction  an  injunction  to restrain the
breach or  anticipated  breach  of any such  covenant,  and to obtain  any other
available  legal,  equitable,  statutory,  or  contractual  relief.  Should  the
Employer  have cause to seek such  relief,  no bond shall be  required  from the
Employer,  and the Employee shall pay all attorney's  fees and court costs which
the Employer may incur to the extent the  Employer  prevails in its  enforcement
action.

         15. Saving Clause.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  of the other provisions  hereof.  If any
provision or clause of this Agreement,  or portion


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thereof,  shall be held by any court or other tribunal of competent jurisdiction
to be illegal,  void, or  unenforceable in such  jurisdiction,  the remainder of
such  provision  shall not be thereby  affected  and shall be given full effect,
without regard to the invalid portion.  It is the intention of the parties that,
if any court construes any provision or clause of this Agreement, or any portion
thereof, to be illegal,  void, or unenforceable  because of the duration of such
provision  or the area or matter  covered  thereby,  such court shall reduce the
duration,  area, or matter of such  provision,  and, in its reduced  form,  such
provision shall then be enforceable and shall be enforced.

         16. Certain Definitions.

         a. "Change in Control" shall mean the occurrence during the Term of any
of the  following  events,  unless  such  event  is a  result  of a  Non-Control
Transaction:

              (i) 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 a majority 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 a  majority  of the  Incumbent  Board,  such new
              director shall, for purposes of this Agreement, be considered as a
              member of the Incumbent Board.

              (ii) 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 Securities Exchange Act of 1934) immediately
              after which such  Person has  "Beneficial  Ownership"  (within the
              meaning of Rule 13d-3  promulgated  under the Exchange Act) of 50%
              or  more of the  combined  voting  power  of the  Employer's  then
              outstanding Voting Securities.

         b. "Non-Control Transaction" shall mean a transaction described below:


              (i) 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

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


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              of the  Surviving  Corporation  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.

         17. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  and  supersedes  all  prior  agreements,  if any,
understandings  and  arrangements,  oral or written,  between the parties hereto
with respect to the subject matter hereof.

         18.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

                                       10

<PAGE>


         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 Employee has signed and sealed this Agreement,  effective as
of the date first above written.

                                             ebank.com, Inc.



                                             By: ______________________________
                                                      Name:
                                                      Title:


                                             EMPLOYEE


                                             ___________________________________
                                             Richard A. Parlontieri