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                                                                    Exhibit 10.2

                        Addendum to Employment Agreement

      THIS EMPLOYMENT AGREEMENT ADDENDUM is made and entered into as an
amendment and addition to that certain Employment Agreement originally dated
September 22, 1999, (hereinafter referred to as the "Employment Agreement") by
and between NORTH GEORGIA NATIONAL BANK, a National Banking Association with
principal offices located in Calhoun, Georgia, (hereinafter referred to as the
"Bank"), and DAVID J. LANCE (hereinafter referred to as to "Executive").

      WHEREAS, the original Employment Agreement at Section 13.2 concerning
Modification provides that the Employment Agreement between the parties may not
be amended in any way except by mutual agreement of the parties in a written
instrument; and

      WHEREAS, the parties intend for all terms and provisions set forth in the
original Employment Agreement to remain in full force and effect in addition to
the terms set forth in this Addendum (the original Employment Agreement being
attached hereto as "Exhibit A" and incorporated fully herein by specific
reference);

      WHEREAS, the parties now desire and have agreed to amend the original
Employment Agreement by way of this written Addendum thereto;

      NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in the original Employment
Agreement, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree to amend the original Employment Agreement by adding
provisions at the end of the paragraph comprising Section 4.4 concerning
Long-Term Incentives as follows:

            In the event of such as sale or transfer of the Bank, then upon
      receipt by the Executive of one percent (1%) of the total sale price of
      the Bank, the Bank shall pay to the Executive in cash an additional amount
      (the "Gross-Up Payment") such that the net amount retained by the
      Executive after deduction of any and all federal, state, and local income
      tax and any excise tax on the Gross-Up Payment provided for by this ss.
      4.4, shall be equal to the initial one percent (1%) of the total sale
      price. Such cash payment of the one percent (1%) of the sale price and the
      Gross-Up Payment shall be made by the Bank to the Executive upon the
      closing date of such sale.


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            Additionally, during the entire term of this Agreement, the Bank
      hereby grants to the Executive a Right of First Refusal on any such sale
      of the Bank. In the event that the Bank receives a good faith bona fide
      offer for purchase, then the Bank shall deliver to the executive a
      certified written copy of such purchase offer. Thereafter, the Executive
      shall have sixty (60) days either to match the outstanding offer by
      agreeing to purchase the Bank or to decline to exercise his Right of First
      Refusal to purchase the Bank. If the Executive agrees to purchase the
      Bank, the Executive may accomplish such purchase either individually or as
      a part of any group of investors, partners, or other financial business
      arrangements as the Executive, in his sole discretion, may deem
      appropriate and necessary to complete the purchase transaction.

IN WITNESS WHEREOF, the Executive has executed, and the Bank (pursuant to a
resolution adopted at a duly constituted meeting of the Bank's Board of
Directors) has executed this Addendum to the original Employment Agreement, as
of the 16th day of November, 1999.

                                     NORTH GEORGIA NATIONAL BANK


                                     By: /s/ Thomas M. Kinnamon
                                        -------------------------------------
                                         THOMAS M. KINNAMON
                                         Chairman of the Board of Directors


                                     Attest: /s/ Ernest M. Acree, Jr.
                                            ---------------------------------
                                         ERNEST M. ACREE, JR., Director

[SEAL]

                                     EXECUTIVE


                                     By: /s/ David J. Lance
                                        -------------------------------------
                                         DAVID J. LANCE


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