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 Emory Paul Jones, 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

          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.


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<PAGE>
          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 Executive Vice President of Lending of the
Bank and shall serve the Company as the Executive Vice President of the Company,
upon  the  terms and conditions set forth herein.  The Executive shall have such
authority  and responsibilities consistent with his 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 his full business time, attention,
skills,  and  efforts  to the performance of his 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  his  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").

     3.   COMPENSATION  AND  BENEFITS.

          (a)  Base Salary.  The  Employer shall pay the Executive a Base Salary
               -----------
at  a  rate  of  not less than Ninety Thousand Dollars ($90,000.00) 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


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<PAGE>
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  one-fifth  (1/5th)  of  the  shares  subject  to  the
     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
     four  (4)  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


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<PAGE>
     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.

              (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


                                        4
<PAGE>
          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 his Base Salary each fiscal year
based  upon  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)  Automobile.  The Employer shall continue to provide the Executive
               ----------
with  an  automobile  owned  or  leased  by  the  Employer  of  a make and model
appropriate  to  the  Executive's status.  The automobile will be used primarily
for  business  purposes  and  the  Employer will pay operating, maintenance, and
related  expenses  for  the  automobile.


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<PAGE>
          (f)  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 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;

              (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  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


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<PAGE>
     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 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 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 his 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 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 him 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  his  termination  or  be  forfeited.


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<PAGE>
          (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 his 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 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


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<PAGE>
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 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 Executive
conceived  or  developed  prior to, and independent of, the Executive's work for
the  Employer,  the  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  his duties for the
Employer, the Executive agrees not to disclose any Trade Secrets of the Employer
during  his  employment or following the Executive's Termination Date so long as
he  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"


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<PAGE>
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  his  duties  for  the Employer, not to use or disclose any Confidential
Business  Information  of  the  Employer during his employment and following the
Executive's  Termination  Date  so long as he 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.  "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


                                       10
<PAGE>
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 he 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  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 he 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


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<PAGE>
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 he 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  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
him,  except  that  his  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  his  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


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<PAGE>
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:
               ---------------------

               FNBG  Bancshares,  Inc.
               2734  Meadow  Church  Road
               Duluth,  Georgia  30097
               If  to  the  Executive,  to  him  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


                                       13
<PAGE>
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  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
thereby  be  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


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<PAGE>
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 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


                                       15
<PAGE>
     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  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
     good  faith  and  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 his full business
      time and attention to his 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


                                       16
<PAGE>
     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 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


                                       17
<PAGE>
     of  no disapproval) is granted by the Federal Reserve, the OCC, the Federal
     Deposit  Insurance  Corporation,  or  any  other  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 he 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  required  travel  on  the


                                       18
<PAGE>
     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).

          (b)  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.


                                       19
<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/  Emory Paul Jones
                         ----------------------------------------
                         Emory Paul Jones


                                       20
<PAGE>