EXECUTIVE EMPLOYMENT AGREEMENT

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         THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into

as of the 21st day of August, 2001, by and between ABC BANCORP, a Georgia

corporation ("Employer"), and W. EDWIN LANE, JR., an individual resident of the

State of Georgia ("Executive").



                             W I T N E S S E T H:

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         WHEREAS, Executive is employed as the Executive Vice President and

Chief Financial Officer of Employer;



         WHEREAS, Employer wishes to continue to employ Executive as its

Executive Vice President and Chief Financial Officer, and Executive wishes to

continue to serve in such position, on the terms and conditions set forth

herein;



         WHEREAS, Employer and Executive are parties to that certain Severance

Protection and Non-Competition Agreement dated as of November 1, 1998 (the

"Severance Protection Agreement"), and Employer and Executive each desire to

terminate the Severance Protection Agreement contemporaneous with the execution

and delivery hereof;



         WHEREAS, Executive desires to be assured of a secure minimum

compensation from Employer for his services over a defined term;



         WHEREAS, Employer desires to assure the continued services of Executive

on behalf of Employer on an objective and impartial basis and without

distraction or conflict of interest in the event of an attempt by any person or

entity to obtain control of Employer;



         WHEREAS, Employer desires to provide fair and reasonable benefits to

Executive on the terms and subject to the conditions set forth in this

Agreement; and



         WHEREAS, Employer desires reasonable protection of its confidential

business and customer information which it has developed over the years at

substantial expense and assurance that Executive will not compete with Employer

for a reasonable period of time after termination of his employment with

Employer, except as otherwise provided herein;



         NOW, THEREFORE, in consideration of these premises, the mutual

covenants and undertakings herein contained, Employer and Employee, each

intending to be legally bound, covenant and agree as follows:



         1. Termination of Severance Protection Agreement. Notwithstanding any

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of the terms and conditions of the Severance Protection Agreement to the

contrary with respect

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to the termination thereof or otherwise, Employer and Executive hereby terminate

the Severance Protection Agreement, effective as of the date hereof. Employer

and Executive acknowledge and agree that neither party to the Severance

Protection Agreement shall have or possess any rights against or obligations to

the other party thereto with respect to any of the representations, warranties,

covenants and agreements set forth therein. In addition, Employer and Executive

covenant and agree that the termination of the Severance Protection Agreement

and the rights granted therein shall not constitute a breach thereof or default

thereunder or create any further or additional duties or obligations of the

parties thereto.



         2.    Employment. Upon the terms and subject to the conditions set

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forth in this Agreement, Employer employs Executive as its Executive Vice

President and Chief Financial Officer, and Executive hereby accepts such

employment.



         3.    Position and Duties. Executive agrees to serve as the Executive

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Vice President and Chief Financial Officer of Employer and to perform such

duties in that office as may reasonably be assigned to him by the Board of

Directors of Employer (the "Board") or by the Chief Executive Officer or

President of Employer; provided, however, that such duties shall be of the same

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character as those generally associated with the office held by Executive.

Employer shall not, without the written consent of Executive, relocate or

transfer Executive to a location other than a location within the geographic

boundaries of the State of Georgia. During the term of this Agreement, Executive

agrees that he will serve Employer faithfully and to the best of his ability and

that he will devote his full business time, attention and skills to Employer's

business; provided, however, that the foregoing shall not be deemed to restrict

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Executive from devoting a reasonable amount of time and attention to the

management of his personal affairs and investments, so long as such activities

do not interfere with the responsible performance of Executive's duties

hereunder.



         4.    Term. The term of this Agreement shall begin on the date hereof

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(the "Effective Date") and, unless otherwise earlier terminated pursuant to

Section 9 hereof, shall end on the date which is one (1) year following the

Effective Date (hereinafter referred to as the "Initial Term"). The Initial Term

shall be extended automatically for an additional one (1) year term (each an

"Additional Term") on the last day of the Initial Term or each Additional Term

hereof unless either party hereto gives written notice to the other party not to

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