Exhibit 10.1

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS  EMPLOYMENT  AGREEMENT is made and entered into as of the 10th day
of  May,  2001  by  and  between  GUARANTY  FINANCIAL  CORPORATION,  a  Virginia
corporation,  hereinafter  called the  "Corporation",  and WILLIAM E. DOYLE, JR.
hereinafter called "Employee", and provides as follows:

                                    RECITALS
                                    --------

         WHEREAS,  the  Corporation  is a bank  holding  company  engaged in the
operation of a bank; and

         WHEREAS,  Employee has been involved in the  management of the business
and affairs of an entity similar to the Corporation  and,  therefore,  possesses
managerial experience, knowledge, skills and expertise in such type of business;
and

         WHEREAS,  the employment of Employee by the  Corporation is in the best
interests of the Corporation and Employee; and

         WHEREAS, the parties have mutually agreed upon the terms and conditions
of Employee's continued employment by the Corporation as hereinafter set forth;

                               TERMS OF AGREEMENT
                               ------------------

         NOW,  THEREFORE,  for and in  consideration  of the premises and of the
mutual promises and  undertakings  of the parties as hereinafter set forth,  the
parties covenant and agree as follows:

         Section 1. Employment.  (a) Subject to Section 1(d),  Employee shall be
employed as the President and Chief Executive Officer of the Corporation and its
wholly owned  subsidiary,  Guaranty Bank. He shall perform such services for the
Corporation  and/or one or more Affiliates as may be assigned to Employee by the
Corporation  from time to time upon the terms  and  conditions  hereinafter  set
forth.

         (b)      References  in this  Agreement  to services  rendered  for the
Corporation and compensation and benefits payable or provided by the Corporation
shall include  services  rendered for and  compensation  and benefits payable or
provided by any  Affiliate.  References in this  Agreement to the  "Corporation"
also  shall  mean and  refer  to each  Affiliate  for  which  Employee  performs
services.  References in this Agreement to  "Affiliate"  shall mean any business
entity that,  directly or  indirectly,  through one or more  intermediaries,  is
controlled by the Corporation.

         (c)      The  parties  recognize  that the  Board of  Directors  of the
Corporation  shall manage the business  affairs of the  Corporation and that the
relationship  between the  Corporation and Employee shall be that of an employer
and an employee. The Board of Directors shall have the


<PAGE>

sole  authority to set and  establish the hours of operation of the business and
to set and establish  reasonable  work  schedules  and  standards  applicable to
Employee.

         (d)      Neither  this  Agreement  nor  Employee's  employment  by  the
Corporation  and Guaranty Bank,  shall be effective or publicly  disclosed until
the Corporation has been advised by the Federal Reserve Bank of Richmond and the
Virginia  Bureau of Financial  Institutions  that they will not disapprove  this
Agreement or such employment.

         Section 2. Term.  The term of this  Agreement  shall continue until May
31, 2006 unless sooner terminated under the terms of this Agreement.

         Section 3.  Exclusive  Service.  Employee shall devote his best efforts
and full time to rendering  services on behalf of the Corporation in furtherance
of its best  interests.  Employee shall comply with all policies,  standards and
regulations of the Corporation now or hereafter  promulgated,  and shall perform
his duties under this  Agreement to the best of his  abilities and in accordance
with standards of conduct applicable to chief executive officers of banks.

         Section  4.  Salary.  (a) As  compensation  while  employed  hereunder,
Employee,  during  his  faithful  performance  of this  Agreement,  in  whatever
capacity  rendered,  shall receive an annual base salary of $195,300  payable on
such  terms  and in such  installments  as the  parties  may  from  time to time
mutually agree upon.  The Board of Directors,  in its  discretion,  may increase
Employee's base salary during the term of this Agreement.

         (b)      The Corporation shall withhold state and federal income taxes,
social security taxes and such other payroll deductions as may from time to time
be required by law or agreed  upon in writing by Employee  and the  Corporation.
The  Corporation  shall also  withhold and remit to the proper party any amounts
agreed to in writing by the  Corporation and Employee for  participation  in any
corporate sponsored benefit plans for which a contribution is required.

         (c)      Except  as  otherwise   expressly  set  forth  hereunder,   no
compensation shall be paid pursuant to this Agreement in respect of any month or
portion thereof  subsequent to any  termination of Employee's  employment by the
Corporation.

         Section 5.  Corporate  Benefit  Plans.  Employee  shall be  entitled to
participate in or become a participant in any employee  benefit plan  maintained
by the  Corporation for which he is or will become eligible on such terms as the
Board of  Directors  may,  in its  discretion,  establish,  modify or  otherwise
change.

         The  Corporation  shall provide  Employee  with a disability  insurance
policy providing benefits commensurate with other employees as so amended by the
Board from time to time.

         The  Corporation  shall pay the premiums on group term insurance on the
life of  Employee  in an amount  equal to two times  his base  salary  under the
Virginia Bankers Association group term life insurance program.



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<PAGE>

         On or as of the  first  day  Employee  reports  for  work,  he shall be
granted an incentive stock option to purchase 5,000 shares of the  Corporation's
common  stock at the fair market  value per share.  On or before the last day of
February  of each of  2002,  2003  and  2004,  unless  the  Board  of  Directors
determines   that  his   performance   in  the   preceding   calendar   year  is
unsatisfactory,  Employee will be granted an option to purchase 10,000 shares of
the Corporation's common stock at the fair market value per share on the date of
grant.   Each  stock  option  granted  hereunder  shall  be  granted  under  the
Corporation's  1991  Incentive  Plan.  Each  option  shall  have a ten year term
(subject to earlier termination if Employee's  employment  terminates) and shall
vest immediately  unless the Employee requests a different vesting schedule.  To
the extent the law permits,  each option shall be treated as an incentive  stock
option.

         Before  December  31,  2001,  the  parties  intend  that  Employee,  in
conjunction  with the Board of  Directors  and the  Corporation's  other  senior
officers,  will develop and  implement one or more  performance-based  incentive
plans for officers and employees, including a program of stock option grants for
officers.

         Section 6.  Bonuses.  Employee  shall  receive only such bonuses as the
Board of Directors, in its discretion, decides to pay to Employee.

         Section  7.  Expense  Account.  (a)  The  Corporation  shall  reimburse
Employee for reasonable and customary  business expenses incurred in the conduct
of the  Corporation's  business.  Such  expenses  will include  business  meals,
out-of-town  lodging  and  travel  expenses.  Employee  agrees to timely  submit
records and receipts of  reimbursable  items and agrees that the Corporation can
adopt  reasonable  rules  and  policies   regarding  such   reimbursement.   The
Corporation  agrees to make  prompt  payment to Employee  following  receipt and
verification of such reports.

         (b)      The  Corporation   will  provide  Employee  an  American  made
automobile for personal and business use and will pay or reimburse  Employee for
all maintenance,  insurance, fuel and taxes on such automobile.  This automobile
shall  remain  the  property  of the  Corporation  during  and after  Employee's
employment with the  Corporation,  unless and until the Corporation  elects,  in
writing, to voluntarily transfer ownership of the automobile to Employee.

         (c)      The  Corporation  will  reimburse   Employee  for  his  actual
expenses  reasonably  incurred in  relocating  his home to the  Charlottesville,
Virginia area,  provided Employee uses a Charlottesville,  Virginia-based  mover
and timely submits  records and receipts of such items.  This  obligation  shall
include  reimbursement  of  Employee  by the  Corporation  for an  apartment  in
Charlottesville through the end of August, 2001.

         (d)      The Corporation  agrees to lend to Employee the initiation fee
at Farmington Country Club in Charlottesville,  Virginia. One third (1/3) of the
total  amount of this loan shall be  forgiven at the  conclusion  of each of the
three consecutive  calendar years,  beginning in the year he joins such club. If
Employee's employment with the Corporation is terminated for Cause or he resigns
without  Good Reason prior to the complete  forgiveness  of this loan,  Employee
agrees to repay the balance of the loan in full within  thirty (30) days of such
cessation  of  employment.   The



                                       3
<PAGE>

Corporation  also will  reimburse  Employee's  Farmington  Country Club dues and
expenses, except purely personal charges.

         Section 8. Personal and Sick Leave.  Employee  shall be entitled to the
same  personal  and sick leave as the Board of  Directors  may from time to time
designate for all full-time employees of the Corporation.

         Section 9.  Vacations.  Employee  shall be entitled to twenty (20) week
days of  vacation  leave each year which shall be taken at such time or times as
may be approved by the  Corporation  and during  which  Employee's  compensation
hereunder shall continue to be paid.

         Section  10.  Termination.   (a)  Notwithstanding  the  termination  of
Employee's  employment pursuant to any provision of this Agreement,  the parties
shall  be  required  to  carry  out  any  provisions  of  this  Agreement  which
contemplate performance by them subsequent to such termination.  In addition, no
termination shall affect any liability or other obligation of either party which
shall have accrued prior to such termination, including, but not limited to, any
liability,  loss or damage on account of breach.  No  termination  of employment
shall terminate the obligation of the Corporation to make payments of any vested
benefits provided hereunder or the obligations of Employee under Sections 11, 12
and 13.

                  (b)      Employee's  employment hereunder may be terminated by
Employee upon thirty (30) days written notice to the  Corporation or at any time
by mutual agreement in writing.

                  (c)      This   Agreement   shall   terminate  upon  death  of
Employee; provided, however, that in such event the Corporation shall pay to the
estate of Employee the compensation  including salary and accrued bonus, if any,
which  otherwise  would be payable to  Employee  through the end of the month in
which his death occurs.

                  (d)      The Corporation may terminate  Employee's  employment
other than for "Cause",  as defined in Section  10(e),  at any time upon written
notice to Employee,  which termination shall be effective immediately.  Employee
may resign thirty (30) days after notice to the  Corporation  for "Good Reason",
as hereafter defined. In the event the Employee's employment terminates pursuant
to this  Section  10(d),  Employee  shall  receive  a  monthly  amount  equal to
one-twelfth  (1/12)  his  rate of  annual  base  salary  in  effect  immediately
preceding  such  termination  ("Termination  Compensation")  in each  month  for
thirty-six (36) months or the remainder of the term of this Agreement, whichever
is less.  Payments of the  Termination  Compensation  shall be made at the times
such  payments   would  have  been  made  in   accordance   with  Section  4(a).
Notwithstanding anything in this Agreement to the contrary, if Employee breaches
Section 11 or 12,  Employee  will not  thereafter  be  entitled  to receive  any
further  compensation  or benefits  pursuant to this Section 10(d). In addition,
notwithstanding  anything in this  Agreement to the  contrary,  the  Corporation
shall not be required to make  payment of the  Termination  Compensation  or any
portion  thereof to the extent such  payment is  prohibited  by the terms of the
regulations  presently  found at 12 C.F.R.  part 359 or to the  extent  that any
other governmental approval of the payment required by law is not received.



                                       4
<PAGE>

         For purposes of this Agreement, "Good Reason" shall mean:

                  (i)      The  assignment  of  duties  to the  Employee  by the
Corporation which result in the Employee having  significantly less authority or
responsibility  than he has on the date  hereof,  without  his  express  written
consent;

                  (ii)     The  removal of the  Employee  from or any failure to
re-elect  him to the position of President  and Chief  Executive  Officer of the
Corporation and Guaranty Bank;

                  (iii)    Requiring  the  Employee  to maintain  his  principal
office outside of Charlottesville and Albermarle County, Virginia;

                  (iv)     A reduction by the Corporation of the Employee's base
salary,  as the same may have  been  increased  from  time to time;  except as a
result of severe  financial  distress  that leads to a general  decrease  in the
level  of  compensation  or  benefits  of  all  or  substantially   all  of  the
Corporation's employees;

                  (v)      The  failure  of  the   Corporation  to  provide  the
Employee with substantially the same fringe benefits that are provided to him at
the inception of his employment; except as a result of severe financial distress
that leads to a general decrease in the level of compensation or benefits of all
or substantially all of the Corporation's employees;


                  (vi)     The Corporation's failure to comply with any material
term of this Agreement; or

                  (vii)    The  failure  of  the   Corporation   to  obtain  the
assumption  of and  agreement  to perform  this  Agreement  by any  successor as
contemplated in Section 14 hereof.

                  (e)      The  Corporation  shall  have the right to  terminate
Employee's  employment  under  this  Agreement  at any  time  for  Cause,  which
termination  shall be  effective  immediately.  Termination  for  "Cause"  shall
include termination for Employee's personal  dishonesty,  incompetence,  willful
misconduct,  breach of a fiduciary duty involving  personal profit,  intentional
failure  to  perform  stated  duties,  willful  violation  of any  law,  rule or
regulation  (other  than  traffic  violations  or  similar  offenses)  or  final
cease-and-desist  order,  conviction of a felony or of a  misdemeanor  involving
moral turpitude,  misappropriation of the Corporation's  assets (determined on a
reasonable  basis) or those of its  Affiliates,  or material breach of any other
provision  of this  Agreement.  In the event  Employee's  employment  under this
Agreement is terminated for Cause,  Employee shall  thereafter  have no right to
receive compensation or other benefits under this Agreement.

                  (f)      The Corporation may terminate  Employee's  employment
under this  Agreement,  after having  established  the Employee's  disability by
giving to Employee  written  notice of its intention to terminate his employment
for disability and his employment with the Corporation shall terminate effective
on the 90th day after  receipt  of such  notice if  within  90 days  after  such



                                       5
<PAGE>

receipt  Employee  shall  fail to return  to the  full-time  performance  of the
essential  functions  of his position  (and if  Employee's  disability  has been
established  pursuant to the definition of  "disability"  set forth below).  For
purposes of this Agreement, "disability" means either (i) disability which after
the  expiration  of more than 13  consecutive  weeks after its  commencement  is
determined to be total and permanent by a physician selected and paid for by the
Corporation   or  its  insurers,   and  acceptable  to  Employee  or  his  legal
representative,  which  consent  shall  not be  unreasonably  withheld  or  (ii)
disability  as defined in the policy of disability  insurance  maintained by the
Corporation or its Affiliates  for the benefit of Employee,  whichever  shall be
more  favorable  to  Employee.  Notwithstanding  any  other  provision  of  this
Agreement,  the Corporation  shall comply with all requirements of the Americans
with Disabilities Act, 42 U.S.C. ss. 12101 et. seq.

                  (g)      If   Employee   is   suspended   and/or   temporarily
prohibited from  participating in the conduct of the Corporation's  affairs by a
notice served pursuant to the Federal Deposit  Insurance Act, the  Corporation's
obligations under this Employment Agreement shall be suspended as of the date of
service unless stayed by appropriate  proceedings.  If the charges in the notice
are  dismissed,  the  Corporation  may in its discretion (i) pay Employee all or
part of the compensation withheld while its contract obligations were suspended,
and (ii)  reinstate  (in whole or in part)  any of its  obligations  which  were
suspended.

                  (h)      If Employee is removed and/or permanently  prohibited
from  participating  in the  conduct  of the  Corporation's  affairs by an order
issued under the Federal  Deposit  Insurance  Act or the Code of  Virginia,  all
obligations of the Corporation  under this Employment  Agreement shall terminate
as of the  effective  date of the order,  but vested rights of the parties shall
not be affected.

                  (i)(1)   If Employee's  employment is terminated without Cause
or if he resigns for Good Reason within one year after a Change of Control shall
have  occurred,  then on or before  Employee's  last day of employment  with the
Corporation,  the Corporation shall pay to Employee as compensation for services
rendered to the  Corporation  and its  Affiliates a cash amount  (subject to any
applicable  payroll or other taxes required to be withheld) equal to the excess,
if any, of 299% of Employee's "annualized  includable  compensation for the base
period",  as defined in Section 280G of the  Internal  Revenue Code of 1986 (the
"Code"),  over the total amount payable to Employee under Section 10(d) provided
that,  at the option of  Employee,  the cash  amount  required to be paid hereby
shall  be paid  by the  Corporation  in  equal  monthly  installments  over  the
thirty-six (36) months succeeding the date of termination,  payable on the first
day of each such month.

                  (2)      For purposes of this  Agreement,  a Change of Control
occurs if, after the date of this Agreement, (i) any person, including a "group"
as defined in  Section  13(d)(3)  of the  Securities  Exchange  Act of 1934 (but
excluding Douglas E. Caton or any group of which Employee or Douglas E. Caton is
a member),  becomes  the owner or  beneficial  owner of  Corporation  securities
having  50% or  more  of the  combined  voting  power  of the  then  outstanding
Corporation  securities  that may be cast for the election of the  Corporation's
directors  other than a result of an issuance  of  securities  initiated  by the
Corporation,  or open market  purchases  approved by the Board of Directors,  as
long as the  majority of the Board of  Directors  approving  the  purchases is a
majority at the time the  purchases  are made; or (ii) as the direct or



                                       6
<PAGE>

indirect result of, or in connection  with, a tender or exchange offer, a merger
or other  business  combination,  a sale of  assets,  a  contested  election  of
directors, or any combination of these events, the persons who were directors of
the  Corporation  before  such  events  cease to  constitute  a majority  of the
Corporation's  Board, or any successor's board,  within two years of the last of
such transactions. For purposes of this Agreement, a Change of Control occurs on
the date on  which an event  described  in (i) or (ii)  occurs.  If a Change  of
Control occurs on account of a series of transactions  or events,  the Change of
Control occurs on the date of the last of such transactions or events.

                  (3)      It is the intention of the parties that no payment be
made or benefit  provided to  Employee  pursuant  to this  Agreement  that would
constitute an "excess  parachute  payment" within the meaning of Section 280G of
the Code  and any  regulations  thereunder,  thereby  resulting  in a loss of an
income tax deduction by the  Corporation  or the  imposition of an excise tax on
Employee under Section 4999 of the Code. If the independent  accountants serving
as auditors for the Corporation on the date of a Change of Control (or any other
accounting firm designated by the Corporation) determine that some or all of the
payments  or  benefits  scheduled  under  this  Agreement,  as well as any other
payments  or  benefits on a Change of  Control,  would be  nondeductible  by the
Company under Section 280G of the Code,  then the payments  scheduled under this
Agreement  will be reduced to one dollar less than the maximum  amount which may
be paid  without  causing any such payment or benefit to be  nondeductible.  The
determination  made  as to  the  reduction  of  benefits  or  payments  required
hereunder  by the  independent  accountants  shall be  binding  on the  parties.
Employee  shall have the right to designate  within a reasonable  period,  which
payments or benefits will be reduced; provided, however, that if no direction is
received from Employee,  the  Corporation  shall implement the reductions in its
discretion.

         Section  11.  Confidentiality/Nondisclosure.   Employee  covenants  and
agrees that any and all  information  concerning the  customers,  businesses and
services of the  Corporation  of which he has knowledge or access as a result of
his  association  with  the  Corporation  in  any  capacity,   shall  be  deemed
confidential in nature and shall not,  without the proper written consent of the
Corporation,  be  directly  or  indirectly  used,  disseminated,   disclosed  or
published by Employee to third parties  other than in connection  with the usual
conduct of the business of the  Corporation.  Such  information  shall expressly
include,  but shall not be limited to, information  concerning the Corporation's
trade secrets,  business operations,  business records,  customer lists or other
customer  information.  Upon termination of employment Employee shall deliver to
the Corporation all originals and copies of documents,  forms,  records or other
information,  in whatever form it may exist,  concerning the  Corporation or its
business,  customers,  products or services.  In construing this provision it is
agreed that it shall be  interpreted  broadly so as to provide  the  Corporation
with the maximum  protection.  This  Section 11 shall not be  applicable  to any
information  which,  through  no  misconduct  or  negligence  of  Employee,  has
previously been disclosed to the public by anyone other than Employee.

         Section 12. Covenant Not to Compete.  During the term of this Agreement
and  throughout  any  further  period  that he is an officer or  employee of the
Corporation, and for a period of twelve (12) months from and after the date that
Employee is (for any  reason) no longer  employed  by the  Corporation  or for a
period  of twelve  (12)  months  from the date of entry by a court of  competent



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<PAGE>

jurisdiction  of a final  judgment  enforcing  this  covenant  in the event of a
breach by Employee,  whichever is later,  Employee  covenants and agrees that he
will not,  directly  or  indirectly,  either as a  principal,  agent,  employee,
employer,  stockholder,  co-partner or in any other individual or representative
capacity  whatsoever:  (i) engage in a Competitive  Business  anywhere  within a
fifteen (15) mile radius of any office  operated by the  Corporation on the date
Employee's employment terminates; or (ii) solicit, or assist any other person or
business  entity  in  soliciting,  any  depositors  or  other  customers  of the
Corporation  to make deposits in or to become  customers of any other  financial
institution  conducting a Competitive  Business; or (iii) induce any individuals
to terminate their employment with the Corporation or its Affiliates. As used in
this Agreement,  the term "Competitive Business" means all banking and financial
products and services  that are  substantially  similar to those  offered by the
Corporation on the date that Employee's employment terminates.

         Section 13. Injunctive Relief, Damages, Etc. Employee agrees that given
the nature of the positions held by Employee with the Corporation, that each and
every one of the  covenants  and  restrictions  set forth in  Sections 11 and 12
above are  reasonable  in  scope,  length  of time and  geographic  area and are
necessary for the protection of the significant investment of the Corporation in
developing,  maintaining  and expanding its business.  Accordingly,  the parties
hereto  agree  that  in  the  event  of any  breach  by  Employee  of any of the
provisions of Sections 11 or 12 that monetary  damages alone will not adequately
compensate the Corporation for its losses and,  therefore,  that it may seek any
and all legal or equitable relief available to it, specifically  including,  but
not limited to,  injunctive relief and Employee shall be liable for all damages,
including actual and consequential damages, costs and expenses,  including legal
costs and actual  attorneys'  fees,  incurred by the  Corporation as a result of
taking  action to enforce,  or recover for any breach of,  Section 11 or Section
12.  The  covenants  contained  in  Sections  11 and 12 shall be  construed  and
interpreted  in any  judicial  proceeding  to permit  their  enforcement  to the
maximum  extent  permitted  by law.  Should  a court of  competent  jurisdiction
determine  that any  provision of the covenants  and  restrictions  set forth in
Section 12 above is  unenforceable as being overbroad as to time, area or scope,
the court may  strike  the  offending  provision  or reform  such  provision  to
substitute  such other  terms as are  reasonable  to protect  the  Corporation's
legitimate business interests.

         Section 14. Binding  Effect/Assignability.  This  Employment  Agreement
shall be binding upon and inure to the benefit of the  Corporation  and Employee
and their respective heirs, legal  representatives,  executors,  administrators,
successors  and  assigns,  but  neither  this  Agreement,  nor any of the rights
hereunder,  shall be assignable by Employee or any beneficiary or  beneficiaries
designated by Employee.  The  Corporation  will require any  successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the  business,  stock or  assets  of the  Corporation,  by
agreement in form and substance  reasonably  satisfactory  to the  Employee,  to
expressly assume and agree to perform this Agreement in its entirety. Failure of
the Corporation to obtain such agreement prior to the  effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
the  compensation  described  in  Section  10(d).  As used  in  this  Agreement,
"Corporation" shall mean Guaranty Financial Corporation, a Virginia corporation,
and any successor to its respective business, stock or assets



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<PAGE>

as aforesaid  which  executes and  delivers the  agreement  provided for in this
Section 14 or which  otherwise  becomes bound by all the terms and provisions of
this Agreement by operation of law.

         Section 15.  Governing Law. This Employment  Agreement shall be subject
to and construed in accordance with the laws of Virginia.

         Section 16. Invalid  Provisions.  The invalidity or unenforceability of
any  particular  provision  of this  Employment  Agreement  shall not affect the
validity or enforceability of any other provisions  hereof,  and this Employment
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.

         Section  17.  Notices.  Any and all  notices,  designations,  consents,
offers,  acceptance  or any other  communications  provided  for herein shall be
given in writing and shall be deemed  properly  delivered if delivered in person
or by registered or certified mail, return receipt  requested,  addressed in the
case of the  Corporation to its registered  office or in the case of Employee to
his last known address.

         Section 18.  Entire Agreement.

                  (a)      This  Employment  Agreement  constitutes  the  entire
agreement  among the  parties  with  respect to the  subject  matter  hereof and
supersedes any and all other  agreements,  either oral or in writing,  among the
parties hereto with respect to the subject matter hereof.

                  (b)      This  Employment  Agreement may be executed in one or
more  counterparts,  each of which shall be  considered an original copy of this
Agreement, but all of which together shall evidence only one agreement.

         Section 19. Amendment and Waiver. This Employment  Agreement may not be
amended except by an instrument in writing signed by or on behalf of each of the
parties hereto. No waiver of any provision of this Employment Agreement shall be
valid unless in writing and signed by the person or party to be charged.

         Section 20. Case and Gender.  Wherever  required by the context of this
Employment  Agreement,  the singular or plural case and the masculine,  feminine
and neuter genders shall be interchangeable.

         Section 21.  Captions.  The captions used in this Employment  Agreement
are intended for descriptive and reference purposes only and are not intended to
affect the meaning of any Section hereunder.








                                       9
<PAGE>

         IN  WITNESS  WHEREOF,   the  Corporation  has  caused  this  Employment
Agreement to be signed by its duly authorized  officer and Employee has hereunto
set his hand and seal on the day and year first above written.

                                    GUARANTY FINANCIAL CORPORATION


                                    By: /s/ Douglas E. Caton
                                       -----------------------------------------
                                    Title: Chairman of the Board of Directors


ATTEST:

             /s/
------------------------------


                                    EMPLOYEE


                                    /s/ William E. Doyle, Jr.
                                    --------------------------------------(SEAL)
                                    William E. Doyle, Jr.


ATTEST:

            /s/
------------------------------











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