EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  (the  "Agreement") is entered into on April 20
2004,  by and between the Board of Directors of FNBG Bancshares, Inc., a Georgia
corporation  (the  "Company"),  the Board of Directors of First National Bank of
Gwinnett,  a  national  bank  (the  "Bank"),  and Martha E. Brown, an individual
resident  of  Georgia  (the  "Executive),  collectively  the  "Parties."

     WHEREAS,  the  Bank and the Executive previously entered into an Employment
Agreement,  dated  May  31,  2002  ("Prior  Agreement");  and

     WHEREAS,  by  virtue  of  the  reorganization  of  the Bank effective as of
January  1,  2004, the Company has been established and is now a holding company
of  all  stock  of  the  Bank  (the  "Reorganization");  and

     WHEREAS,  this  Agreement  is  intended  to  replace the Prior Agreement to
reflect  the  Reorganization and to add the Company as a party to the Employment
Agreement;  and

     WHEREAS,  the Company and the Bank (collectively, the "Employer") recognize
the  Executive's  contribution  to the growth and success of the Bank during its
initial  years  of  operation and acknowledge that the contribution has been and
will  continue  to  be  a  significant  factor  to the success of the Bank.  The
Employer  desires  to provide for the continued employment of the Executive in a
manner  that will reinforce and encourage the dedication of the Executive to the
Employer  and  promote  the best interests of the Employer and its shareholders;
and


<PAGE>
     WHEREAS, the Employer and the Executive hereby agree that the establishment
of the Company and the Reorganization that led to its creation do not constitute
a  Change  in  Control  under  this  Agreement  or  the  Prior  Agreement.

     NOW,  THEREFORE, in consideration of the foregoing, the mutual covenants of
the  Parties  contained  herein,  and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to  be  legally  bound,  hereby  agree  as  follows:

     1.   EMPLOYMENT.  The  Company  and the Bank shall employ the Executive and
the  Executive shall serve the Bank as Senior Vice President and Chief Financial
Officer of the Bank and shall serve the Company as the Secretary of the Company,
upon  the  terms and conditions set forth herein.  The Executive shall have such
authority  and responsibilities consistent with her position as are set forth in
the  Company's and the Bank's Bylaws or assigned by the Executive Committee from
time  to  time.  The  Executive  shall devote her full business time, attention,
skills,  and  efforts  to the performance of her duties hereunder, except during
periods  of illness or periods of vacation and leaves of absence consistent with
Company  and  Bank  policies.  The  Executive  may  devote reasonable periods to
service  as  a  director or advisor to other organizations and to charitable and
community  activities, provided that such activities do not materially interfere
with  the  performance  of  her  duties  hereunder  and  are  not in conflict or
competitive  with  or  adverse  to  the  interests  of the Company and the Bank.

     2.   TERM.  Unless  earlier  terminated as provided herein, the Executive's
employment  under  this Agreement shall commence on the date first written above
and  be  for  a  term  ending  May  31,  2007  (the  "Term").


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<PAGE>
     3.   COMPENSATION  AND  BENEFITS.

          (a)  Base Salary.  The Employer  shall pay the Executive a Base Salary
               -----------
at  a  rate  of  not less than Eighty Thousand Dollars ($80,000.00) per annum in
accordance  with  the  salary  payment practices of the Employer.  The Executive
Committee  shall  review  the  Executive's Base Salary at least annually and may
increase  the  Executive's  Base  Salary if it determines in its sole discretion
that  an increase is appropriate.  The obligation for payment of the Base Salary
shall  be  apportioned  between  the Company and the Bank as they may agree from
time  to  time  in  their  sole  discretion.

          (b)  Employee  Benefits.  The  Executive  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
Executive  or  applicable  generally  to  employees  of  the  Employer  and  as
established  by  Board  action.

          (c)  Long-Term Equity Compensation. The Executive shall participate in
               -----------------------------
the  Employer's long-term equity incentive program and be eligible for the grant
of  stock  options,  restricted  stock, and other awards thereunder or under any
similar  plan  adopted  by the Company or the Bank.  Prior to the Reorganization
and  the  execution  of this Agreement, the Bank had granted to the Executive an
option  (the  "Performance Option") to purchase 10,000 shares of Common Stock of
the Bank.  As a result of the Reorganization, the Employer shall substitute this
award  of  the Performance Option to purchase Bank Common Stock for a comparable
award  of  a  Performance  Option  to  purchase  Common  Stock  of  the Company.

               (i)   The award agreement for the Performance Option, as amended,
     shall  provide  that  three-fifths  (3/5ths)  of  the shares subject to the


                                        3
<PAGE>
     Performance  Option  are vested as of the effective date of this Agreement,
     and  that  an  additional  one-fifth(1/5th)  of  the  shares subject to the
     Performance Option shall vest on the last day of each of the successive two
     (2)  fiscal  years  of  the  Bank's  operation.

               (ii)  For  each  fiscal year of the Bank ending after the date of
     this  Agreement, and as a condition to the vesting of the shares subject to
     the  Performance  Option  in  such year (except in the event of a Change in
     Control),  the  Bank  must  meet  the  following  performance  criteria:

                     (A)  the  Bank shall meet or exceed ninety percent (90%) of
          the budgeted net income, after tax and the budgeted deposit growth for
          each  of  the  initial  five (5) fiscal years of the Bank based on the
          annual  budgets approved by the Board of the Bank for each such fiscal
          year;

                     (B)  the  Bank  shall  maintain  a  regulatory  examination
          rating  of  Camel  1 or 2; provided however, that if the Bank does not
          meet  the performance criteria for any year, the shares subject to the
          Performance Option for such year may vest on any following fiscal year
          end  if,  in  the sole discretion of the Executive Committee, the Bank
          exceeds  the  performance  criteria  for  such  following  year.  The
          Executive  Committee  shall notify the Executive of any shares subject
          to  the  Performance  Option vested hereunder within a reasonable time
          after  the  fiscal  year  end  to which such options pertain. The good
          faith  determination  of the Executive Committee regarding whether the
          Bank  met  its  yearly  performance  levels  shall  be  conclusive.


                                        4
<PAGE>
               (iii) In addition, the award agreement for the Performance Option
     will  provide  that:

                     (A)  the  Executive's  option  shall  be  qualified  as  an
          incentive  stock  option  under  the  Code;

                     (B)  all  options  shall  be exercisable at any time during
          the  ten years following the date of the Performance Option at a price
          per  share equal to the public offering price in the offering (subject
          to  standard  antidilution  adjustments  in the event of stock splits,
          dividends,  or  combinations),  which  the  parties  agree is the fair
          market  value  of  the  Common  Stock of the Company as of the date of
          Grant;  and

                     (C)  all options shall be nontransferable and nonassignable
          by the Executive or by any other person entitled hereunder to exercise
          any  such  rights;  provided,  however,  that  upon  the  death of the
          Executive,  any  rights granted hereunder shall be transferable by the
          Executive's  will  or  by  the  applicable  laws  of  descent  and
          distribution.

               (iv)  Notwithstanding  anything to the contrary contained in this
     Section  3(c), the Performance Option shall become fully vested on the last
     day  of  the  fifth  (5th)  fiscal  year  of  the  Bank  after its opening,
     regardless  of  whether  the performance criteria set forth in Subparagraph
     (ii)  above  have  been  met.

               (v)   The Performance Option shall become immediately exercisable
     and one hundred percent (100%) vested upon a Change in Control.

          (d)  Bonus Plan.  The  Executive  shall be  eligible to receive a cash
               ----------
bonus  of  up  to  twenty-five percent (25%) of her Base Salary each fiscal year
based  upon


                                        5
<PAGE>
certain  performance  levels  or criteria as set by the Executive Committee. The
performance levels and/or criteria will be provided to the Executive when set by
the  Executive  Committee  each  year.

          (e)  Expense Reimbursement.  The Company  or  the Bank shall reimburse
               ---------------------
the  Executive  for  reasonable  travel  and  other  expenses  related  to  the
Executive's  duties  which are incurred and accounted for in accordance with the
normal  practices  of  the  Company  and  the  Bank.

     4.   TERMINATION.

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

               (i)   upon  the  death  of  the  Executive;

               (ii)  upon the disability of the Executive for a period of ninety
     (90)  days in any consecutive one hundred twenty (120) day period which, in
     the  opinion  of the Executive Committee, renders her unable to perform the
     essential  functions  of  her 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;

               (iii) by  the  Employer  for  Cause  upon delivery of a Notice of
     Termination  to  the  Executive;

               (iv)  by  the Executive for Good Reason upon delivery of a Notice
     of  Termination  to the Executive Committee within a ninety (90) day period
     beginning  on  the thirtieth (30th) day after the occurrence of a Change in
     Control  or  within  a  ninety  (90)  day


                                        6
<PAGE>
     period  beginning on the one-year anniversary of the occurrence of a Change
     in  Control;  or

               (v)   by  the  Executive  for  other than Good Reason pursuant to
     Section  4(a)(iv)  above,  effective  upon  the  thirtieth (30th) day after
     delivery  of  Notice  of  Termination. If this occurs, all bonuses not paid
     shall  be  canceled.  The  Executive  Committee shall have the authority to
     dismiss  the  Executive  immediately  upon  receipt  of  the  Executive's
     resignation  and  pay  will  cease  immediately.

          (b)  If  the  Executive's  employment  is  terminated  because  of the
Executive's death, the Executive's estate shall receive any sums due her 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 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 Executive's
death.

          (c)  During the period of any incapacity leading up to the termination
of  the  Executive's  employment  as  a result of disability, the Employer shall
continue  to  pay  the Executive her full Base Salary at the rate then in effect
and  all  other  benefits  (other  than  any  bonus) until the Executive 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
Executive  shall  be  reduced  by the sum of the amounts, if any, payable to the
Executive  for  the  same period under any disability benefit or pension plan of
the  Company  or  any  of  its  subsidiaries.  Furthermore,  the  Executive


                                        7
<PAGE>
shall  receive any bonus earned or accrued under the Bonus Plan through the date
of  incapacity.

          (d)  If the Executive's employment is terminated for Cause as provided
above,  or  if  the  Executive  resigns  (except for a termination of employment
pursuant  to  Section 4(a)(iv)), the Executive shall receive any sums due her as
Base  Salary  and/or  reimbursement  of  expenses  through  the  date  of  such
termination.  In  such  event, all vested stock options must be exercised within
ninety  (90)  days  of  her  termination  or  be  forfeited.

          (e)  If  the  Executive's  employment  is  terminated by the Executive
pursuant to Section 4(a)(iv), in addition to other rights and remedies available
in law or equity, the Executive shall be entitled to the following:

               (i)   the  Employer  shall  pay  the  Executive in cash beginning
     within  fifteen  (15)  days  of the Termination Date severance compensation
     each  month  for  twelve  (12)  months  in  an  amount equal to one-twelfth
     (1/12th) of her then current annual Base Salary, plus a lump sum payment of
     the  total  of any bonus earned or accrued under the Bonus Plan through the
     Termination  Date  plus  a  pro rata share of any bonus with respect to the
     current  fiscal  year  that  has  been  earned  as of the Termination Date.

               (ii)  All  stock options and stock appreciation rights granted to
     the  Executive  shall  become  immediately exercisable and shall become one
     hundred percent (100%) vested. All options shall be exercisable at any time
     during  the ten (10) years following the date of initial public offering at
     a  price  per  share  equal  to  the  public offering price in the offering
     (subject to standard


                                        8
<PAGE>
     antidilution  adjustments  in  the  event  of  stock  splits, dividends, or
     combinations),  that  the  Parties  agree  is  the fair market value of the
     Common  Stock  of  the  Company  as  of  the  date  of  grant.

          (f)  With  the  exception of the provisions of this Section 4, and the
express terms of any benefit plan under which the Executive is a participant, it
is  agreed  that upon termination of the Executive's employment pursuant hereto,
the  Employer  shall  have no obligation to the Executive for, and the Executive
waives  and  relinquishes,  any  further  compensation or benefits (exclusive of
COBRA  benefits).

          (g)  The  parties  intend  that  the  severance  payments  and  other
compensation provided for herein are reasonable compensation for the Executive's
services  to  the  Employer and shall not constitute "excess parachute payments"
within  the  meaning of Section 280G of the Code and any regulations thereunder.

     5.   OWNERSHIP  OF  WORK.  The  Employer shall own all work product arising
during  the  course  of  the Executive'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,  or other work product that relates to the Employer,
its  business,  or its customers, and that the Executive conceives, develops, or
delivers  to  the  Employer at any time during her 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 Executive
conceived  or  developed  prior to, and independent of, the Executive's work for
the  Employer,  the


                                        9
<PAGE>
Executive  agrees  to  point  out the pre-existing items to the Employer and the
Executive  grants  the  Employer  a worldwide, unrestricted, royalty-free right,
including  the right to sublicense such items. The Executive 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  Executive  agrees to maintain in
strict  confidence  and,  except  as  necessary  to  perform  her duties for the
Employer, the Executive agrees not to disclose any Trade Secrets of the Employer
during  her  employment or following the Executive's Termination Date so long as
she is receiving compensation from the Employer, or, if the Executive terminates
employment pursuant to Section 4(a)(v), for a period of six (6) months following
the  Executive's  Termination  Date.  As  provided  by  Georgia statutes, "Trade
Secret"  means  information  including a formula, pattern, compilation, program,
device,  method,  technique,  process, drawing cost data, or customer list that:
(i)  derives economic value, actual or potential, from not being generally known
to,  and  not  being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use; and (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
Executive  agrees  to maintain in strict confidence, and, except as necessary to
perform  her  duties  for  the Employer, not to use or disclose any Confidential
Business  Information  of  the  Employer during her employment and following the
Executive's  Termination  Date so long as she is receiving compensation from the
Employer,  or,  if  the  Executive  terminates  employment  pursuant  to Section
4(a)(v),  for  a  period  of  six  (6)  months  following  the


                                       10
<PAGE>
Executive's Termination Date. "Confidential Business Information" shall mean any
internal,  nonpublic  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 Section 6 above and
this  Section  7  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 Executive shall surrender to the Employer,
promptly  upon  its request and in any event upon termination of the Executive'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
Executive's possession or control, including all copies thereof, relating to the
Employer, its business, or its customers.  Upon the request of the Employer, the
Executive  shall  certify  in writing compliance with the foregoing requirement.

     9.   RESTRICTIVE  COVENANTS.

          (a)  No  Solicitation of Customers.  During the Executive's employment
               -----------------------------
with  the  Employer and after the Executive's Termination Date so long as she is
receiving  compensation  from  the  Employer,  or,  if  the Executive terminates
employment pursuant to Section 4(a)(v), for a period of six (6) months following
the  Executive's  Termination Date, the Executive shall not (except on behalf of
or  with  the  prior  written  consent  of  the


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<PAGE>
Employer),  either  directly  or indirectly, on the Executive's own behalf or in
the  service  or  on behalf of others, (A) solicit, divert, or appropriate to or
for a Competing Business or (B) attempt to solicit, divert, or appropriate to or
for  a  Competing  Business,  any  person  or  entity that was a customer of the
Employer  on  the Termination Date and is located in the Territory and with whom
the  Executive  has  had  material  contact.

          (b)  No  Recruitment  of Personnel.  During the Executive's employment
               -----------------------------
with  the  Employer and after the Executive's Termination Date so long as she is
receiving  compensation  from  the  Employer  or,  if  the  Executive terminates
employment  pursuant  to  Section  4(a)(v) above, for a period of six (6) months
following  the  Executive's  Termination  Date,  the Executive shall not, either
directly  or  indirectly  on  the Executive's own behalf or in the service or on
behalf  of others, (A) solicit, divert, or hire away, or (B) attempt to solicit,
divert,  or  hire  away, to any Competing Business located in the Territory, any
employee  of  or  consultant  to  the  Employer  engaged  or  experienced in the
Business,  regardless  of  whether  the  employee  or consultant is full-time or
temporary,  the  employment  or  engagement is pursuant to written agreement, or
whether  the  employment  is  for  a  determined  period  or  is  at  will.

          (c)  Noncompetition Agreement.  During the Executive's employment with
               ------------------------
the  Employer  and  after  the  Executive's  Termination  Date so long as she is
receiving  compensation  from  the  Employer,  or,  if  the Executive terminates
employment  pursuant  to  Section  4(a)(v) above, for a period of six (6) months
following the Executive's Termination Date, the Executive shall not (without the
prior written consent of the Employer) compete with the Employer by, directly or
indirectly,  forming,  serving  as  an  organizer,  director,  or officer of, or
consultant  to,  or  acquiring  or  maintaining  any  interest


                                       12
<PAGE>
in  a  depository  institution  or  holding  company therefor if such depository
institution  or  holding  company has one or more offices or branches located in
the  Territory.

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

     11.  SUCCESSOR,  BINDING  AGREEMENT.  The  rights  and  obligations of this
Agreement  shall  bind  and inure to the benefit of the surviving corporation in
any  merger or consolidation in which the Employer is a party or any assignee of
all  or  substantially  all  of  the  Employer's  business  and properties.  The
Executive's  rights  and obligations under this Agreement may not be assigned by
her,  except  that  her  right  to  receive  accrued  but  unpaid  compensation,
unreimbursed  expenses  and  other rights, if any, provided under this Agreement
which  survive  termination  of  this  Agreement  shall  pass after death to the
personal  representatives  of  her  estate.

     12.  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 others; provided, however, that all
notices to the Employer shall be directed to the attention of the Company with a
copy  to the Corporate Secretary of the Company.  All notices and communications
shall  be  deemed  to  have  been received on the date of delivery thereof.  All
notices  and  other  communications  under  this Agreement shall be given to the
Parties  hereto  at  the  following  addresses:

               If  to  the  Employer:
               ---------------------


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<PAGE>
               FNBG  Bancshares,  Inc.

               2734  Meadow  Church  Road

               Duluth,  Georgia  30097

               If  to  the  Executive,  to  her  at:
               ----------------------

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

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

     13.  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  the  State  of  Georgia.

     14.  NONWAIVER.  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.

     15.  ENFORCEMENT.  The Executive agrees that, in the event of any breach of
any  covenant  contained  in  Section 9(a), 9(b), or 9(c), 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,
including, but not limited to, monetary damages.  Should the Employer have cause
to  seek  such  relief,  no  bond  shall  be required from the Employer, and the
Executive  shall  pay  all attorney's fees and court costs that the Employer may
incur  to  the  extent  the  Employer  prevails  in  its  enforcement  action.

     16.  SAVINGS  CLAUSE.  The  provisions  of  this  Agreement shall be deemed
severable  and  the  invalidity  or  unenforceability of any provision shall not
affect  the


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<PAGE>
validity  or  enforceability of the other provisions hereof. If any provision or
clause  of this Agreement, or any portion 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.

     17.  JOINT AND SEVERAL.  The obligations of the Company and the Bank to the
Executive  hereunder  shall  be  joint  and  several.

     18.  DEFINITIONS.

          (a)  Board  means  the  Board  of  Directors.
               -----

          (b)  Business  means  the  operation  of  a  depository  financial
               --------
institution,  including,  without limitation, the solicitation and acceptance of
deposits  of  money  and commercial paper, the solicitation and funding of loans
and  the  provision  of  other  banking services, and any other related business
engaged  in  by  the Employer as of the Termination Date or any other conduct or
action  by  a lending institution as permitted by Federal or State law now or in
the  future.

          (c)  Cause  shall  consist  of  any  of:
               -----

               (i)   the  commission  by  the  Executive  of  a  willful  act
     (including, without limitation, a dishonest or fraudulent act) or a grossly
     negligent  act,  or the willful or grossly negligent omission to act by the
     Executive,  which  is intended to


                                       15
<PAGE>
     cause,  causes,  or  is  reasonably  likely  to  cause material harm to the
     Employer  (including  harm  to  its  business  reputation);

               (ii)  the  indictment  of  the  Executive  for  the commission or
     perpetration  by  the  Executive  of  any  felony  or  any  crime involving
     dishonesty,  moral  turpitude,  or  fraud;

               (iii) the  material  breach  by  the  Executive of this Agreement
     that,  if  susceptible  of  cure,  remains  uncured ten (10) days following
     written  notice  to  the  Executive  of  such  breach;

               (iv)  the  receipt  of  any form of notice, written or otherwise,
     that any regulatory agency having jurisdiction over the Employer intends to
     institute  any  form  of  formal  or informal regulatory action against the
     Executive  or  the  Employer  (such  as  a memorandum of understanding that
     relates  to  the  Executive's  performance)  that  the  Executive Committee
     determines  in good faith, with the Executive abstaining from participating
     in  the consideration of and vote on the matter, that the subject matter of
     such  action  involves acts or omissions by or under the supervision of the
     Executive or that termination of the Executive would materially advance the
     Employer's  compliance  with  the purpose of the action or would materially
     assist  the  Employer  in  avoiding or reducing the restrictions or adverse
     effects  to  the  Employer  related  to  the  regulatory  action;

               (v)   the  exhibition  by the Executive of a standard of behavior
     within  the  scope  of  her 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
     good  faith  and


                                       16
<PAGE>
     reasonable  judgment  of  the  Executive  Committee,  with  the  Executive
     abstaining  from  participating  in  the  consideration  of and vote on the
     matter,  is  materially  detrimental  to  the Employer's best interest, and
     that,  if  susceptible  of  cure,  remains  uncured ten (10) days following
     written  notice  to  the Executive of such specific inappropriate behavior;

               (vi)  the  Executive  is  adjudicated  bankrupt  or the Executive
     files  for  voluntary  bankruptcy;  or

               (vii) the  failure  of  the Executive to devote her full business
     time  and  attention  to  her  employment as provided under this Agreement.

          (d)  Change  in Control means the occurrence during the Term of any of
               ------------------
the following events, unless such event is a result of a Noncontrol Transaction:

               (i)   The  individuals who, as of the date of this Agreement, are
     members  of  the Board of the Company (the "Incumbent Board") cease for any
     reason  to  constitute  at  least  two-thirds  (2/3rds) of the Board of the
     Company; provided, however, that if the election or nomination for election
     by  the  Company's shareholders of any new director was approved in advance
     by  a vote of at least two-thirds (2/3rds) of the Incumbent Board, such new
     director  shall,  for purposes of this Agreement, be considered as a member
     of  the  Incumbent  Board;  provided,  further, that no individual shall be
     considered  a  member  of  the Incumbent Board if such individual initially
     assumed  office  as  a  result  of either an actual or threatened "Election
     Contest"  (as  described  in  Rule  14a-11 promulgated under the Securities
     Exchange  Act  of  1934  (the "Exchange Act") or other actual or threatened
     solicitation  of  proxies  or  consents  by  or  on  behalf  of  any person


                                       17
<PAGE>
     other  than  the  Board  of  the  Company (a "Proxy Contest"), including by
     reason of any agreement intended to avoid or settle any Election Contest or
     Proxy  Contest.

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

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

               (iv)  A  notice  of  an  application  is  filed  with the Federal
     Reserve  Board  (the "FRB") pursuant to Regulation "Y" of the FRB under the
     Change  in  Bank  Control  Act or the Bank Holding Company Act or any other
     bank  regulatory  approval  (or notice of no disapproval) is granted by the
     Federal Reserve, the OCC, the Federal Deposit Insurance Corporation, or any
     Other


                                       18
<PAGE>
     regulatory  authority  for  permission to acquire control of the Company or
     any  of  its  banking  subsidiaries.

               (v)   Notwithstanding  the  foregoing,  a Change in Control shall
     not  include any transaction involving only the Company and the Bank or its
     subsidiaries.

          (e)  Code  means  the  Internal  Revenue  Code  of  1986,  as amended.
               ----

          (f)  Competing  Business means any business that, in whole or in part,
               -------------------
is the same or substantially the same as the Business.

          (g)  Executive Committee means the Executive Committee of the Board of
               -------------------
Directors  of  the  Company  or,  if  established, the Compensation Committee or
Personnel  Committee  of  the  Board  of  Directors  of the Company.  If no such
committee(s)  exist,  "Executive  Committee"  shall  mean  the  Board.

          (h)  Good Reason means the occurrence after a Change in Control of any
               -----------
of  the  following  events  or  conditions:

               (i)   a  negative  change  in  the  Executive's  status,  title,
     position,  or  responsibilities;

               (ii)  a  reduction  in the Executive's Base Salary or any failure
     to  pay the Executive any compensation or benefits to which she is entitled
     within  five  (5)  days  of  the  date  due;

               (iii) the  Employer's  requiring the Executive to be based at any
     place outside a ten (10) mile radius from the executive offices occupied by
     the  Executive  immediately  prior  to  the  Change  in Control, except for
     reasonably


                                       19
<PAGE>
     required  travel  on the Employer's business that is not materially greater
     than  such  travel  requirements  prior  to  the  Change  in  Control;

               (iv)  the  failure by the Employer to continue in effect (without
     reduction  in  benefit  level  and/or  reward  opportunities)  any material
     compensation  or  employee  benefit  plan  in  which  the  Executive  was
     participating  at  any time within ninety (90) days preceding the date of a
     Change  in  Control;  or

               (v)   Any  material  breach  by  the  Employer  of  any  material
     provision  of  this  Agreement.

          (i)  Termination  Date  means  the  earliest  of:
               -----------------

               (i)   the  Executive's  death  or  disability;

               (ii)  the  end  of  the  Term;  or

               (iii) the  effective  date  of  the  Executive's  termination  of
     employment,  as  outlined  in  Sections  4(a)(iii),  4(a)(iv),  or 4(a)(v).

          (j)  Territory  means  a radius of ten (10) miles from the main office
               ---------
of  the  Employer  or  any  branch  office  of  the  Employer.

     19.  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 with
respect  to  the  subject  matter  hereof,  including,  but  not limited to, the
Employment  Agreement  between  the  Bank  and the Executive dated May 31, 2002.

     20.  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.


                                       20
<PAGE>
     IN  WITNESS WHEREOF, the Company and the Bank have caused this Agreement to
be  executed  and  their  seals to be affixed hereunto by its officers thereunto
duly  authorized,  and  the  Executive  has  signed  and  sealed this Agreement,
effective  as  of  the  date  first  above  written.



                         THE  COMPANY

                         FNBG  BANCSHARES,  INC.



                         By:  /s/Terry  C.  Evans
                              -------------------

                         Title:  President  and  CEO
                                 -------------------



                         THE  BANK

                         FIRST  NATIONAL  BANK  OF  GWINNETT



                         By:  /s/Terry  C.  Evans
                             --------------------

                         Title:  President  and  CEO
                                --------------------



                         THE  EXECUTIVE



                         /s/Martha  E.  Brown
                         --------------------

                         Martha  E.  Brown


                                       21
<PAGE>