EXHIBIT  10.1


                              EMPLOYMENT AGREEMENT


          THIS  AGREEMENT  (this "Agreement"), is made and entered into this 8th
day  of  January,  2003,  by  and  among Heritage Bank, an Alabama state banking
corporation (the "Bank"), and Michael Hockman (the "Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  the  Bank  desires  to  employ the Executive as its regional
Senior  Lending  Officer  North  Alabama on the terms and conditions hereinafter
provided,  and  the Executive desires to accept such employment on the terms and
conditions  hereinafter  set  forth;

          NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth in this Agreement, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto,  intending  to be legally bound, do
hereby  agree  as  follows:

SECTION  1:  EMPLOYMENT  OF  EXECUTIVE;  DUTIES  AND  RESPONSIBILITIES
-----------  ---------------------------------------------------------


     1.1     Employment of Executive.  The Company and the Bank shall employ the
             -----------------------
Executive, and the Executive shall provide services to the Company and the Bank,
upon  and  subject  to  the  terms  and  conditions  of  this  Agreement.

     1.2     Term  of  Employment  of  Executive.  Subject  to the provisions of
             -----------------------------------
Section  3  hereof,  the employment of the Executive by the Company and the Bank
pursuant  to  this  Agreement  shall  be  for an initial term of three (3) years
commencing on January 8, 2003, and ending on January 8, 2004; provided that such
term  may  be  renewed annually by mutual agreement of the Board of Directors of
the  Bank  for  one additional year on each anniversary of the effective date of
this  Agreement  such that, if such renewal election is made by the Bank and the
Company,  on each of


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such  anniversary  dates  the  remaining term hereunder will be three years. The
period  of  the  Executive's  employment  hereunder is referred to herein as the
"Employment  Period."

     1.3     Offices  and  Positions of Executive.  Except as otherwise mutually
             ------------------------------------
agreed  by  the  Company,  the Bank and the Executive and subject to Section 1.4
hereof,  the Executive shall serve as Executive Vice President and Chief Lending
Officer  and  any  other  position  agreed  upon  by  the  parties.

     1.4     Duties  and  Responsibilities.  During  the  Employment Period, the
             -----------------------------
Executive  shall  report  directly to the Chief Executive Officer ("CEO") of the
Bank  and  shall perform such duties and responsibilities as the CEO of the Bank
shall  reasonably  assign  to  the  Executive  from  time  to  time  and  as are
commensurate  with his position and which may be set forth in the Bank's bylaws.
During  the  Employment  Period,  Executive 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  Company  and  Bank  policies.  The  Executive  may devote
reasonable  periods  of  time  to  serve  as  a  director  or  advisor  to other
organizations,  to  charitable  and  community  activities  and  to managing his
personal  investments, provided that such activities do not materially interfere
with  the  performance  of  his duties to the Company or the Bank and are not in
conflict or competitive with, or adverse to, the interests of the Company or the
Bank.

SECTION  2:  COMPENSATION;  REIMBURSEMENT;  AND  BENEFITS
-----------  --------------------------------------------

     2.1     Base  Salary  and  Bonus.  During  the  Employment Period, the Bank
             ------------------------
shall  pay  to  the  Executive the annual base salary (the "Base Salary") at the
rate  of $140,000 per year beginning January 8, 2003 and continuing at such rate
until  December  31,  2003.  Beginning  with calendar year 2004, the Base Salary
shall  be  reviewed  no less frequently than annually by the CEO of the Bank for
the  year  2004  and  for  each  subsequent  calendar  year;  if  the CEO in his
discretion should modify the Base Salary upon any such review then, for purposes
of  this  Agreement,  the  term  Base Salary shall thereafter mean such modified
amount.  In  addition  to  the  Base Salary, the Bank may pay the Executive such
bonus or bonuses, if any, as the Board of Directors of the Bank, or the Board of
Directors  of Heritage Financial Holding Corporation, a Delaware


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corporation  and  sole shareholder of the Bank (the "Company"), may from time to
time  determine.  The  Executive  shall be eligible to be considered for bonuses
under the Executive management Bonus Program of the Company and/or the Bank, and
specific  criteria  will be developed for the position of the regional President
of  North  Alabama  Bank  under  the  terms  of  such Executive Management Bonus
Program.  The  Executive  shall be paid a bonus of not less than $40,000 for the
services  provided  by  the  Executive  for the calendar year ended December 31,
2003.

     2.2     Payment  of  Base  Salary  and  Bonus.  The Bank shall pay the Base
             -------------------------------------
Salary  and  bonuses, if any, due the Executive in accordance with the policy or
policies  of  the  Bank as in effect from time to time for the payment of salary
and  bonuses  to  senior  executive  personnel.

     2.3     Incentive Stock Option.  Within one hundred eighty (180) days after
             ----------------------
the effective date of this Agreement, the Company shall grant to Executive stock
options  (the "Option") to acquire up to an aggregate of forty thousand (40,000)
shares  of  the common stock of the Company, par value $0.01 per share, pursuant
to  and  in  accordance  with the terms and conditions of the Heritage Financial
Holding  Corporation  Incentive  Stock  Compensation  Plan (the "Plan"), and the
Option  shall  be  an  Incentive Stock Option (as defined in the Plan) as to the
greatest  number  of  shares  permitted  pursuant  to  the  Plan  and shall be a
Supplemental Stock Option (as defined in the Plan) with respect to the remaining
shares.  The  per  share exercise price of the Option shall be not less than the
fair  market  value  of a share of common stock of the Company as of the date of
the  grant,  as  required  under  the  terms of the Plan.  The Option shall vest
according  to  the  following  schedule: (i) 7,000 shares shall vest immediately
upon  the  date  of the grant; (ii) 7,000 shall vest on the first anniversary of
the  date  of the grant; (iii) 7,000 shall vest on the second anniversary of the
date of the grant; (iv) 7,000 shall vest on the third anniversary of the date of
the grant; and (v) 7,000 shall vest on the fourth anniversary of the date of the
grant;  and (vi) 5,000 shares shall vest on the fifth anniversary of the date of
the  grant.  Notwithstanding  the foregoing, in the event of a Change of Control
(as  defined in Section 3.1(d) of this Agreement), the Option shall become fully
vested  immediately  upon  the  effective  time  of  such  Change of Control, as
provided  by  the  terms  of  the  Plan.


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<PAGE>
     2.4     Insurance.  The  Bank  shall purchase, and shall be the owner of, a
             ---------
term  life  insurance  policy  in the face amount of $250,000 for Executive, the
beneficiary  of  which  shall be designated by the Executive; provided that upon
the  termination  of  Executive's employment hereunder for any reason other than
death, the Executive may purchase such policy from the Bank on such terms as may
be  agreed  upon by the parties at such time or else the Bank may terminate such
policy  or  otherwise permit it to lapse if the Executive does not purchase such
policy.  The  Bank  shall  provide  disability  insurance for the benefit of the
Executive  in  amount  not  less  than  one  times  Base  Salary.

     2.5     Other  Benefits.  The Executive shall be entitled to participate on
             ---------------
the  same  basis  as  other  similarly  situated  employees  of  the Bank in all
incentive and benefit programs or arrangements made available to such employees.

     2.6     Automobile;  Cellular Telephone.  During the Employment Period, the
             -------------------------------
Bank  will  make  available for use by the Executive an automobile in accordance
with  the  Bank's Executive Automobile Program dated as of May 28, 2002, subject
to  the  policies and procedures of the Bank with respect to the personal use of
such automobile.  During the Employment Period, the Bank will make available for
use  by  the  Executive  a  cellular  telephone,  subject  to  the  policies and
procedures  of  the  Company  or  the  Bank,  as applicable, with respect to the
personal  use  of  such  telephone.

     2.7     Business  Expenses.  The Bank shall reimburse the Executive for all
             ------------------
reasonable expenses incurred by him in accordance with the standard policies and
procedures  of the Bank in the course of rendering his services pursuant to this
Agreement;  provided,  however,  that  the  Executive shall promptly submit such
            -------------------
reasonable  documentation  as  may  be  requested  by  the  Bank  to verify such
expenditures.

     2.8     Country  Club  and  Civic  Club Dues.  The Bank shall reimburse the
             ------------------------------------
Executive's  reasonable  expenses  for  initiation  fees,  dues  and  capital
assessments  for  membership in the Valley Hill Country Club and for other civic
memberships,  as  authorized  by  the  compensation  committee,  entered  by the
Executive  during  the  Employment Period; provided that if the Executive during
the  Employment  Period ceases his membership in any such clubs and any


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bonds  or  other  capital payments made by the Bank are repaid to the Executive,
the  Executive  shall  pay over such payments to the Bank; and provided further,
that  upon  the  termination  of the Executive's employment hereunder, Executive
shall  either  terminate  such  memberships  and return to the Bank any bonds or
other capital payments made by the Bank that are repaid to the Executive by such
country  club or civic clubs or organizations, or purchase such memberships from
the  Bank  and  reimburse  the Bank for any and all initiation fees and bonds or
other  capital  payments  made  by  the  Bank  with respect to such memberships.

     2.9     Vacation.  The  Executive  shall  be entitled to three (3) weeks of
             --------
paid  vacation  per  year.  The  vacation  to  which  the  Executive is entitled
pursuant  to  this  Section  2.9  shall  be  available  under the same terms and
conditions  as  are  applicable to similarly situated executive personnel of the
Bank.  The  Executive  shall  take  into  consideration the needs of the Bank in
setting  his  vacation  schedule.

     2.10     Indemnification.  The  Executive  shall  be  entitled  to
              ---------------
indemnification  (and  to  reimbursement of expenses incurred in connection with
such  indemnified  claims,  etc.)  as an officer and director of the Bank to the
full  extent  provided  for  in  the Articles of Incorporation and Bylaws of the
Bank,  as  the  same may be amended from time to time, and subject to applicable
law.  The  Bank  shall  also  use  its  best  efforts to obtain coverage for the
Executive under any insurance policy now in force or hereinafter obtained during
the term of this Agreement covering the other officers and directors of the Bank
against  lawsuits.

SECTION  3:  TERMINATION  OF  EMPLOYMENT
-----------  ---------------------------

     3.1     Termination  of  Employment  Period.  The  Employment Period may be
             -----------------------------------
terminated  in  the  following  manner:

          (a)  Termination  on  Death  or  Disability.  The  Employment
               --------------------------------------
Period  shall  automatically  terminate  upon  the  death  or  Disability of the
Executive.  The  term "Disability" shall mean the Executive's physical or mental
incapacity  that  renders him incapable of performing the essential functions of
the  duties  required  of  him by this Agreement for one hundred eighty (180) or
more  consecutive  days,  even  with  reasonable  accommodation.  In the


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case  of  termination  upon  the  Disability  of the Executive, there shall be a
determination  by  the  Board  of  Directors  of  the Bank that such grounds for
termination  exist.

          (b)  Termination  upon  Notice.  The  Employment  Period  may  be
               -------------------------
terminated  by  the Executive at any time, upon thirty (30) days' written notice
to the Bank.  The Employment Period may be terminated by the Bank, by resolution
of  its  Board  of  Directors,  for  any other reason other than for "Cause" (as
defined  in  Section  3.1(c)  of  this Agreement), upon thirty (30) days written
notice  to  the  Executive.

          (c)  Termination  for  Cause.  The  Employment  Period  may  be
               -----------------------
terminated  by  the  Bank  for  "Cause" at any time during the Employment Period
immediately  upon  written notice to the Executive, which notice shall state the
facts  constituting  such  "Cause."  For  the purpose of this Section , the term
"Cause" shall mean (i) intentional misconduct or gross malfeasance, or an act or
acts  of  gross negligence in the course of employment or any material breach of
Executive's  obligations  contained  herein, including, without limitation, acts
competitive  with  or deliberately harmful to the business of the Company or the
Bank;  (ii)  any  intentional  misstatement  or  omission  to  the  directors or
executive  officers of the Company or the Bank with respect to any matter; (iii)
the  intentional  failure of the Executive to follow the reasonable instructions
and  policies  of  the  Company  or  the  Bank; (iv) the Executive's conviction,
admission  or  confession  of any felony or an unlawful act involving active and
willful  fraud  or  moral  turpitude;  or  (v) the violation by the Executive of
applicable  state  and  federal regulations, rules, or statutes.  The Bank shall
have  the  power to temporarily suspend Executive (with such pay, if any, as the
Bank may determine) from duty if there is substantial evidence of probable Cause
until Cause is either proved or disproved; if disproved, full reinstatement with
pay  will  immediately  be  effected.

          (d)  Termination  for  Good  Reason.  The  Employment  Period  may
               ------------------------------
be terminated by the Executive for "Good Reason," as hereinafter defined, at any
time  during  the Employment Period upon thirty (30) days' written notice to the
Bank,  which  notice shall state the facts constituting such "Good Reason."  For
the  purpose  of  this Section 3.1(d), the term "Good Reason" shall mean (i) the
occurrence  of a Change in Control (as hereinafter defined), (ii) a reduction in
the  Executive's base salary without his consent, or (iii) following a Change in


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Control,  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 days
of  the  date due, or the failure by the Bank to (A) 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 days preceding the date of a Change in Control or at
any  time  thereafter,  unless  such  plan is replaced with a plan that provides
substantially  equivalent  compensation  or  benefits  to  the  Executive or (B)
provide the Executive with compensation and benefits, in the aggregate, at least
equal (in terms of benefit levels and/or reward opportunities) to those provided
for  under  each  other employee benefit plan, program and practice in which the
Executive was participating at any time within ninety days preceding the date of
a  Change in Control or at any time thereafter.  For the purpose of this Section
3.1(d),  the term "Change in Control" means (A) the acquisition at any time by a
"person"  or  "group"  (as such terms are used in Sections 13(d) and 14(d)(2) of
the  Securities  Exchange Act of 1934 (the "Exchange Act")) who or which are the
beneficial  owners (as defined in Rule 13(d)-3 under the Exchange Act), directly
or  indirectly,  of securities representing more than 35% of the combined voting
power  in  the  election  of directors of the then outstanding securities of the
Company  or  any  successor  of  the  Company;  (B)  if  during  any  period (an
"Applicable  Period")  of  two (2) years or less, with the first day (the "Start
Date")  for  any such Applicable Period to be no earlier than the effective date
of this Agreement, there shall occur the termination (except by reason of death,
disability,  voluntary resignation or retirement) of the service of the Required
Number  of the persons serving as of the Start Date as directors of the Board of
Directors  of  the  Company  (as used herein, the "Required Number" of directors
shall  be that number which, as of the Start Date, constituted a majority of the
Board  of  Directors  of the Company); (C) the sale or disposition ( which shall
not include a pledge by the Company of the capital stock of the Bank as security
for  obligations  of  the Company unless and until the pledgee thereof exercises
remedies  against said stock to effect a sale or disposition)  by the Company of
any  of  the  capital  stock  of the Bank or approval by the shareholders of the
Company of any sale or disposition of substantially all of the assets or earning
power  of  the  Company;  (D) approval by the shareholders of the Company of any
merger,  consolidation,  or  statutory  share exchange to which the Company is a
party  as  a result of which the persons who were shareholders immediately prior
to  the effective date of the merger, consolidation or share exchange shall have
beneficial  ownership  of  less  than  35  % of the combined voting power in the
election  of  directors  of  the  surviving  corporation.


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     3.2   Consequences  of  Termination.
           -----------------------------

          (a)  By  the  Bank  for  Cause  or  By  Executive  other than for Good
               -----------------------------------------------------------------
Reason.  In  the  event Executive's employment is terminated (i) by the Bank for
------
Cause  under  Section  3.1(c)  hereof, (ii) by the Executive other than for Good
Reason  under  Section  3.1(d)  hereof,  or (iii) as a result of the Executive's
death or Disability under Section 3.1(a) hereof, neither the Company or the Bank
shall  be  under  any  further  obligation  to  make any payments or provide any
benefits  to the Executive, except for Base Salary earned but unpaid at the time
of such termination, expenses otherwise reimbursable herein incurred by, but not
yet reimbursed to, the Executive at the time of such termination, any earned but
unpaid  incentive awards due to the Executive, and group health coverage that is
required  to  be  continued  by  applicable  law.

          (b)  By  the  Bank  other  than  for  Cause  or  By Executive for Good
               -----------------------------------------------------------------
Reason.  In  the  event the Employment Period is terminated by the Executive for
------
Good  Reason  under Section 3.1(d) hereof or by the Bank for a reason other than
Cause pursuant to Section 3.1(b) hereof, the Bank shall pay to the Executive (i)
an  aggregate  amount equal to two (2) times the Base Salary, payable in monthly
installments  each  equal to one-twelfth of the Base Salary, for the twenty-four
months following such termination, and (ii) Base Salary earned but unpaid at the
time  of  such  termination, expenses otherwise reimbursable herein incurred by,
but  not  yet  reimbursed to, the Executive at the time of such termination, any
earned  but  unpaid  incentive  awards  due  to the  Executive, and group health
coverage  that is required to be continued by applicable law; provided, however,
that,  at  the  election  of the Bank by decision of its Board of Directors, the
Bank may pay to the Executive, in lieu of the payment provided for by (i) above,
an  aggregate  amount equal to one (1) times the Base Salary, payable in monthly
installments each equal to one-twelfth of the Base Salary, for the twelve months
following  such  termination  and,  if  the  Bank  makes  such  election,  the
non-competition  period under Section 4.3(a) shall be reduced to a period of one
(1)  year  following such termination; provided further, however, the Bank shall
have no right to make any such election in anticipation of or following a Change
in  Control.  In  addition,  in the event the Employment Period is terminated by
the  Executive  for Good Reason under Section 3.1(d) hereof or by the Bank for a
reason  other  than  Cause pursuant to Section


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3.1(b)  hereof,  the  Option granted pursuant to Section 2.3 hereof shall become
fully  vested  immediately  upon  the  effective  time  of  such  termination.

          (c)  Obligation  of  the  Bank  to  make  the  payments  under Section
               -----------------------------------------------------------------
3.2(b)  of  this  Agreement.  Compliance by the Executive with Section 4 of this
---------------------------
Agreement  is  a  condition  precedent  to  the Bank's obligation to make, or to
continue  to make, the payments referred to in Section 3.2(b) of this Agreement.

          (d)  Payments made to the Executive net of Taxes.  All payments  made
               -------------------------------------------
payments  made  to the Executive pursuant to this Agreement shall be received by
the  Executive  net  of  all  applicable  withholding  and  payroll  taxes.

          (e)  Certain  Litigation  Expenses.  If  litigation  after a Change in
               -----------------------------
Control  should  be  brought  to enforce or interpret any provision contained in
this  Agreement  and  the  Executive  shall prevail in such litigation, the Bank
shall,  to  the full extent permitted by applicable law, indemnify Executive for
Executive's  reasonable  attorneys'  fees  and  disbursements  incurred  in such
litigation  to  the  extent  the  Executive  has  prevailed  therein.

SECTION  4:  CONFIDENTIALITY  PROVISIONS;  PROHIBITION OF INSIDER TRADING AND
-----------  ----------------------------------------------------------------
TIPPING;  NON-COMPETITION
-------------------------

     4.1     Confidentiality.  (a) The Executive hereby acknowledges that during
             ---------------
the  Employment  Period  he  will have contacts with and develop and service the
customers  of  the Company, the Bank and their affiliates and that in all of his
activities, and through the nature of complying with his obligations pursuant to
this  Agreement,  he  will  have  access  to  and  will acquire confidential and
proprietary  information, including, but not limited to, information relating to
the  business, assets, operations, customers, suppliers, contractual parties and
other  persons with whom the Company, the Bank and their affiliates do business.
The Executive hereby acknowledges and confirms that such information constitutes
the  exclusive and unique property of the Company, the Bank or their affiliates,
as  the  case may be,  and that such information is proprietary and confidential
in  nature.


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          (b) The Executive agrees that he shall not at any time during the term
of  Employment  or  thereafter  disclose to other persons or entities (except as
permitted in writing and as directed by the Board of Directors of the Company or
the Board of Directors of the Bank or only as to the extent required pursuant to
a  subpoena  or order of a court of competent jurisdiction) any such information
referred  to  in  Section  4.1(a)  of  this  Agreement.

     4.2   Prohibition  of  Insider  Trading  and  Tipping.  The  Executive
           -----------------------------------------------
acknowledges  that  during  the  Employment  Period he may become aware of or be
provided  with  material  non-public  information  concerning  the Company.  The
Executive  acknowledges  and agrees that the trading in, purchase or sale of any
security  of  the  Company  while  in  possession  of  any  material  non-public
information  concerning  the  Company  is  prohibited  as  is  the  unauthorized
communication  of  any  such information to any person or entity.  The Executive
agrees  to  abide  by these prohibitions and shall use all reasonable efforts to
cause  his  affiliates  to  abide  by  these  prohibitions.

     4.3   Non-Competition.
           ---------------

          (a)  In  the  event  the  Executive's  employment under this Agreement
shall  be  terminated  during  the  Employment  Period by the Executive for Good
Reason  under Section 3.1(d) hereof or by the Bank for a reason other than Cause
pursuant  to  Section  3.1(b)  hereof,  then  for  two  (2) years following such
termination  (subject to the proviso contained in Section 3.2(b) hereof), and in
the  event  the  Executive's employment under this Agreement shall terminate for
any other reason pursuant to Section 3.1 of this Agreement during the Employment
Period  then  for  one  (1) year following such termination, the Executive shall
not,  in  any  county where the Company, the Bank or any of their majority-owned
subsidiaries  has  a  bank  branch that accepts deposits that are insured by the
Federal  Deposit  Insurance Corporation ("FDIC") at the time of such termination
(each a "Branch County"), or in Shelby County, Alabama (which is contiguous to a
Branch County), physically work or perform services as a consultant to, or serve
as  a  member  of management or as an employee of, a financial institution whose
deposits  are  insured  by the FDIC.  Bank branches of successors and assigns of
the  Company  or  the Bank shall not be considered in determining the prohibited
geographical  area.  Notwithstanding  the  foregoing, this Section 4.3 shall not
apply  at  any time after a Change in Control shall have occurred.  In the


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event  that  the Bank is obligated to pay to the Executive the payments provided
for  in Section 3.2(b) of this Agreement and the Bank fails to make, or fails to
continue  to  make,  the  payments referred to in Section 3.2(b) within ten (10)
days  of  such  payments  or portions thereof becoming due under Section 3.2(b),
then  the  Executive  shall  thereafter cease to be subject to the provisions of
this  Section  4.3, provided that nothing in this sentence shall be construed to
release  the Executive from the obligations set forth in this Section 4.3 in the
event  that Executive's employment is terminated in a manner which does not give
rise  to  the  payment  obligations  under  Section  3.2(b)  (including, without
limitation,  termination by the Bank for Cause under Section 3.1(c) hereof or by
the  Executive  other  than  for  Good  Reason  under  Section  3.1(d)  hereof).

          (b)     The  parties  have entered into this Section 4.3 in good faith
and  for  the  reasons  set  forth  in  the recitals hereto and assume that this
Agreement is legally binding.  If, for any reason, this Agreement is not binding
because of its geographical scope or because of its term, then the parties agree
that  this  Agreement  shall be deemed effective to the widest geographical area
and/or  the  longest  period  of time (but not in excess of two years) as may be
legally  enforceable.

     4.4     Specific  Performance.  The Executive agrees that in the event of a
             ---------------------
breach  or  threatened breach of Section 4.1, 4.2 or 4.3 of this Agreement, that
the  Bank is likely to suffer, and will suffer, immediate and irreparable injury
for  which  there  is  no adequate remedy at law.  Therefore, in addition to any
other  rights or remedies which the Bank may have under this Agreement, the Bank
will  be  entitled  to enforce the specific performance of this Agreement by the
Executive  and  to  obtain  a preliminary injunction, without the requirement of
posting  a  bond,  enjoining  the  Executive  from  engaging  in any activity in
violation  thereof.

SECTION  5:     ADDITIONAL  CONDITIONS
-----------     ----------------------

     5.1     Condition  to  Executive's  Employment.  The  initial employment of
             --------------------------------------
Executive  under  this  Agreement is subject to the Bank's receipt and review of
Executive's  credit  history  and  subject  to the information contained therein
being  satisfactory  to  the  Bank  in  its  sole  discretion.


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<PAGE>
SECTION  6:  GENERAL  PROVISIONS
-----------  -------------------

     6.1     Non-assignability.  Neither  this  Agreement nor any of the rights,
             -----------------
obligations  or  interest  arising  hereunder  may  be assigned by the Executive
without  the  prior written consent of the Bank; provided, however, that nothing
                                                 -----------------
in this Section 6.1 shall preclude the Executive from designating, in writing, a
beneficiary  to  receive  any  compensation  payable to him or any other benefit
receivable  by  him  under  this  Agreement  upon the death or incapacity of the
Executive,  nor  shall  it  preclude  the executors, administrators or any other
legal  representatives  of the Executive or his estate from assigning any rights
hereunder to the person or persons entitled thereto.  Neither this Agreement nor
any  of the rights, obligations or interest arising hereunder may be assigned by
the  Bank  without  the prior written consent of the Executive to a person other
than  (1)  an  affiliate of the Bank or the Company, or (2) any party with which
the  Company  or  the Bank merges or consolidates, or to whomever the Company or
the  Bank  may  sell  all or substantially all of its assets; provided, however,
                                                              -----------------
that  any  such  affiliate or successor shall expressly assume all of the Bank's
obligations  and  liabilities  to  the  Executive  under  this  Agreement.

     6.2     Severability.  This  Agreement  shall  be  deemed severable and any
             ------------
part  hereof  which  may be held invalid by a court or other entity of competent
jurisdiction  shall be deemed automatically excluded from this Agreement and the
remaining  parts  shall  remain  in  full  force  and  effect.

     6.3     Merger.  This  Agreement  contains  the entire understanding of the
             ------
parties  hereto  and  constitutes  the  only  agreement between the Bank and the
Executive regarding the employment of the Executive by the Bank.  This Agreement
supersedes  all prior agreements, either express or implied, between the parties
hereto  regarding  the  employment  of  the  Executive  by  the  Bank.

     6.4     Amendment.  None  of  the  terms  and  conditions of this Agreement
             ---------
shall be amended or modified unless expressly consented to in writing and signed
by  each  of  the  parties  hereto.


                                       36
<PAGE>
     6.5     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
under  the  laws  of  the  State of Alabama without regard to provisions thereof
governing  conflicts  of  law.

     6.6     Notices.  All  notices  or  other communications to be given by the
             --------
parties among themselves pursuant to this Agreement shall be in writing, and all
payments  to  be made hereunder shall be deemed to have been duly made if mailed
by certified mail or hand delivered to either of the parties at their respective
addresses  as they appear on the records of the Bank.  Any of the parties hereto
may  change their respective addresses upon written notice to the other given in
the  manner  provided  in  this  Section.

     6.7     Waiver.  No  waiver  by any of the parties to this Agreement of any
             ------
condition, term or provision of this Agreement shall be deemed to be a waiver of
any  preceding  or subsequent breach of the same or any other condition, term or
provision  hereof.

     6.8     Survival.  Notwithstanding  anything  in  this  Agreement  to  the
             --------
contrary,  and  notwithstanding  any  termination  of the Employment Period, the
provisions  of  this Agreement intended to govern the obligations of the parties
hereto  upon  the  termination  of  the Executive's employment hereunder for any
reason,  including,  but  not  limited  to  Section  3 (inclusive of each of the
subsections  thereof)  and  Section  4, shall continue in full force and effect.


                                       37
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this
Agreement  as  at  the  date  and  year  first  above  written.


                              HERITAGE  BANK


                              ___________________________________________
                              By:  ________________________
                              Its:  ______________________



                              EXECUTIVE


                              ___________________________________________
                              Michael  Hockman


                                       38
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