**STATE
      OF NORTH CAROLINA**


**COUNTY
      OF BUNCOMBE**


**EMPLOYMENT
      AGREEMENT**




**THIS
      AGREEMENT** entered
      into as of February 18, 2005 by and between **THE
      BANK OF ASHEVILLE** (hereinafter
      referred to as the “Bank”) and **JOHN
      R. HAMRICK** (hereinafter
      referred to as “Employee”).




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




**WHEREAS** ,
      the
      expertise and experience of Employee and his relationships and reputation in
      the
      financial institutions industry are extremely valuable to the Bank;
      and




**WHEREAS** ,
      it is
      in the best interests of the Bank and the shareholders of its parent bank
      holding company, Weststar Financial Services Corporation (“Weststar”) to
      maintain an experienced and sound executive management team to manage the Bank
      and to further the Bank’s overall strategies to protect and enhance the value of
      its shareholders’ investments; and




**WHEREAS** ,
      the
      Bank and Employee desire to enter into this Agreement to establish the scope,
      terms and conditions of Employee’s employment by the Bank; and




**WHEREAS** ,
      the
      Bank and Employee desire to enter into this Agreement also to provide Employee
      with security in the event of a change of control of the Bank or Weststar and
      to
      ensure the continued loyalty of Employee during any such change of control
      in
      order to maximize shareholder value as well as the continued safe and sound
      operation of the Bank.




**NOW,
      THEREFORE** ,
      for and
      in consideration of the premises and mutual promises, covenants and conditions
      hereinafter set forth, and other good and valuable consideration, the receipt
      and sufficiency of which hereby are acknowledged, the Bank and Employee hereby
      agree as follows:




**1.**  **Employment** .
      The
      Bank hereby agrees to employ Employee, and Employee hereby agrees to serve
      as an
      officer of the Bank, all upon the terms and conditions stated herein. As an
      officer of the Bank, Employee will (i) serve as Senior Vice President and Senior
      Credit Officer of the Bank, and (ii) have such other duties and
      responsibilities, and render to the Bank such other management services, as
      are
      customary for persons in Employee’s position with the Bank or as shall otherwise
      be reasonably assigned to him from time to time by the Bank. Employee shall
      faithfully and diligently discharge his duties and responsibilities under this
      Agreement and shall use his best efforts to implement the policies established
      by the Bank.





Employee
      hereby agrees to devote such number of hours of his working time and endeavors
      to the employment granted hereunder as Employee and the Bank shall deem to
      be
      necessary to discharge his duties hereunder, and, for so long as employment
      hereunder shall exist, Employee shall not engage in any other occupation which
      requires a significant amount of Employee’s personal attention during the Bank’s
      regular business hours or which otherwise interferes with Employee’s attention
      to or performance of his duties and responsibilities as an officer of the Bank
      hereunder except with the prior written consent of the Bank. However, nothing
      herein contained shall restrict or prevent Employee from personally, and for
      Employee’s own account, trading in stocks, bonds, securities, real estate or
      other forms of investment for Employee’s own benefit so long as said activities
      do not interfere with Employee’s attention to or performance of his duties and
      responsibilities as an officer of the Bank hereunder.




During
      the term of this Agreement, Employee shall be allowed, in his sole discretion,
      to maintain his primary work location in Asheville, North Carolina.




**2.**  **Compensation** .
      For all
      services rendered by Employee to the Bank under this Agreement, the Bank shall
      pay Employee a base salary at a rate of Ninety-Five Thousand Dollars and
      00/100’s ($95,000.00) per annum; provided that the rate of such salary shall be
      reviewed by the President of the Bank not less often than annually. Salary
      paid
      under this Agreement shall be payable in cash not less frequently than monthly.
      All compensation hereunder shall be subject to customary withholding taxes
      and
      such other employment taxes as are required by law. In the event of a Change
      in
      Control (as defined in Paragraph 8), Employee’s base salary shall be increased
      not less than six percent (6%) annually during the term of this
      Agreement.




**3.**  **Participation
      in Retirement and Employee Benefit Plans; Fringe
      Benefits** .
      Subject
      to the terms and conditions of this Agreement, Employee shall be entitled to
      participate in any and all employee benefit programs and compensation plans
      from
      time to time maintained by the Bank and available to all employees of the Bank,
      all in accordance with the terms and conditions (including eligibility
      requirements) of such programs and plans of the Bank, resolutions of the Bank’s
      Board of Directors establishing such programs and plans, and the Bank’s normal
      practices and established policies regarding such programs and plans.


2


The
      Bank
      shall reimburse Employee for all reasonable expenses incurred by him in the
      performance of his duties under this Agreement and documented to the reasonable
      satisfaction of the Bank pursuant to established policies.




**4.**  **Term** .
      Unless
      sooner terminated as provided in this Agreement and subject to the right of
      either Employee or the Bank to terminate Employee’s employment at any time as
      provided herein, the term of this Agreement and Employee’s employment with the
      Bank hereunder shall be for a period commencing on the date hereof and
      continuing for a period of one (1) year. Within thirty (30) days prior to the
      first anniversary of this Agreement, and within thirty (30) days of each
      anniversary thereafter, the President and Chief Executive Officer of the Bank
      shall determine whether the term shall be extended. Should the President and
      Chief Executive Officer of the Bank make such an affirmative decision to extend
      the Agreement, one additional year to the term of this Agreement shall be added
      at the end of the first anniversary of this Agreement and, with subsequent
      affirmative decisions to extend, on each anniversary date thereafter.




**5.**  **Confidentiality
      and Non-Competition** .
      Employee hereby acknowledges and agrees that (i) in the course of his service
      as
      an officer of the Bank, he will gain substantial knowledge of and familiarity
      with the Bank’s customers and its dealings with them, and other information
      concerning the Bank’s business, all of which constitutes valuable assets and
      privileged information that is particularly sensitive due to the fiduciary
      responsibilities inherent in the banking business; and, (ii) in order to protect
      the Bank’s interest in and to assure it the benefit of its business, it is
      reasonable and necessary to place certain restrictions on Employee’s ability to
      compete against the Bank and on his disclosure of information about the Bank’s
      business and customers. For that purpose, and in consideration of the Bank’s
      agreements contained herein, Employee covenants and agrees as provided
      below.




For
      the
      purposes of this Paragraph 5, the following terms shall have the meanings set
      forth below:




**Customer** . The term
“Customer” means any Person with whom, as of the effective date of termination
      of this Agreement or Employee’s employment with the Bank for any reason, the
      Bank has or has had a depository, loan and/or other banking
      relationship.




**Financial
      Institution** **.** The term
“Financial Institution” means any federal or state chartered bank, savings bank,
      savings and loan association or credit union, or any


3


holding
      company for or corporation that owns or controls any such entity, or any other
      Person engaged in the business of making loans of any type or receiving
      deposits, other than the Bank.




**Person** .
      The
      term “Person” means any natural person or any corporation, partnership,
      proprietorship, joint venture, limited liability company, trust, estate,
      governmental agency or instrumentality, fiduciary, unincorporated association
      or
      other entity.




**(a)**  **Confidentiality
      Covenant** .
      Employee covenants and agrees that any and all data, figures, projections,
      estimates, lists, files, records, documents, manuals or other such materials
      or
      information (financial or otherwise) relating to the Bank and its banking
      business, regulatory examinations, financial results and condition, lending
      and
      deposit operations, customers (including lists of the Bank’s customers and
      information regarding their accounts and business dealings with the Bank),
      policies and procedures, computer systems and software, shareholders, employees,
      officers and directors (herein referred to as “Confidential Information”) are
      proprietary to the Bank and are valuable, special and unique assets of the
      Bank’s business to which Employee will have access during his employment with
      the Bank. Employee agrees that (i) all such Confidential Information shall
      be
      considered and kept as the confidential, private and privileged records and
      information of the Bank, and (ii) at all times during the term of his employment
      with the Bank and following the termination of this Agreement or his employment
      for any reason, and except as shall be required in the course of the performance
      by Employee of his duties on behalf of the Bank or otherwise pursuant to the
      direct, written authorization of the Bank, Employee will not: divulge any such
      Confidential Information to any other Person or Financial Institution; remove
      any such Confidential Information in written or other recorded form from the
      Bank’s premises; or make any use of any Confidential Information for his own
      purposes or for the benefit of any Person or Financial Institution other than
      the Bank. However, following the termination of Employee’s employment with the
      Bank, this subparagraph (a) shall not apply to any Confidential Information
      which then is in the public domain (provided that Employee was not responsible,
      directly or indirectly, for permitting such Confidential Information to enter
      the public domain without the Bank’s consent), or which is obtained by Employee
      from a third party which or who is not obligated under an agreement of
      confidentiality with respect to such information.




(b)  **Non-Competition
      Covenant** .
      During
      the term of this Agreement and for a period of two years after termination,
      Employee agrees that he will not, within


4


Buncombe
      County, North Carolina, directly or indirectly own, manage, operate, join,
      control or participate in the organization, management, operation or control
      of
      or be employed by or connected in any manner with, any financial institution
      which competes with the Bank without the prior written consent of the President
      and Chief Executive Officer of the Bank and provided, however, that the
      provisions of this Section 5(b) shall not apply in the event that Employee’s
      employment hereunder is terminated by the President and Chief Executive Officer
      of the Bank without “Cause” as such term is defined in Section 6(d) hereof, and
      in the event that no additional non-competition agreement is made as part of
      a
      separate severance agreement giving rise to Employee’s termination of this
      Agreement.




**(c)**  **Remedies
      for Breach** .
      Employee understands and agrees that a breach or violation by him of the
      covenants contained in Paragraph 5 of this Agreement will be deemed a material
      breach of this Agreement and will cause irreparable injury to the Bank, and
      that
      it would be difficult to ascertain the amount of monetary damages that would
      result from any such violation. In the event of Employee’s actual or threatened
      breach or violation of the covenants contained in Paragraph 5, the Bank shall
      be
      entitled to bring a civil action seeking an injunction restraining Employee
      from
      violating or continuing to violate those covenants or from any threatened
      violation thereof, or for any other legal or equitable relief relating to the
      breach or violation of such covenant. Employee agrees that, if the Bank
      institutes any action or proceeding against Employee seeking to enforce any
      of
      such covenants or to recover other relief relating to an actual or threatened
      breach or violation of any of such covenants, Employee shall be deemed to have
      waived the claim or defense that the Bank has an adequate remedy at law and
      shall not urge in any such action or proceeding the claim or defense that such
      a
      remedy at law exists. However, the exercise by the Bank of any such right,
      remedy, power or privilege shall not preclude the Bank or its successors or
      assigns from pursuing any other remedy or exercising any other right, power
      or
      privilege available to it for any such breach or violation, whether at law
      or in
      equity, including the recovery of damages, all of which shall be cumulative
      and
      in addition to all other rights, remedies, powers or privileges of the
      Bank.




Notwithstanding
      anything contained herein to the contrary, Employee agrees that the provisions
      of Paragraph 5(a) above and the remedies provided in this Paragraph 5(c) for
      a
      breach by Employee shall be in addition to, and shall not be deemed to supersede
      or to otherwise restrict, limit or impair the rights of the Bank under the
      Trade
      Secrets Protection Act


5


contained
      in Article 24, Chapter 66 of the North Carolina General Statutes, or any other
      state or federal law or regulation dealing with or providing a remedy for the
      wrongful disclosure, misuse or misappropriation of trade secrets or other
      proprietary or confidential information.




**(d)**  **Survival
      of Covenants** .
      Employee’s covenants and agreements and the Bank’s rights and remedies provided
      for in this Paragraph 5 shall survive any termination of this Agreement or
      Employee’s employment with the Bank.




**6.**  **Termination
      and Termination Pay** **.**




**(a)**  Employee’s
      employment under this Agreement may be terminated at any time by Employee upon
      sixty (60) days written notice to the Bank. Upon such termination, Employee
      shall be entitled to receive compensation through the effective date of such
      termination; provided, however, that the Bank, in its sole discretion, may
      elect
      for Employee not to serve out part or all of said notice period.




**(b)**  Employee’s
      employment under this Agreement shall be terminated upon the death of Employee
      during the term of this Agreement. Upon any such termination, Employee’s estate
      shall be entitled to receive any compensation due to Employee computed through
      the last day of the calendar month in which his death shall have occurred but
      which remains unpaid.




**(c)**  In
      the
      event Employee becomes disabled during the term of his employment hereunder
      and
      it is determined by the Bank that Employee is permanently unable to perform
      his
      duties under this Agreement, the Bank shall continue to compensate Employee
      at
      the level of compensation described in Paragraph 2 above, and shall continue
      to
      provide Employee each of the other benefits set forth or described in this
      Agreement, for the remaining term of this Agreement, less any other payments
      provided under any disability income plan of the Bank which is applicable to
      Employee. In the event of any disagreement between Employee and the Bank as
      to
      whether Employee is physically or mentally incapacitated such as will result
      in
      the termination of Employee’s employment pursuant to this Paragraph 6(c), the
      question of such incapacity shall be submitted to an impartial and reputable
      physician for determination, selected by mutual agreement of Employee and the
      Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall
      be
      selected by the Bank and the other by Employee), and such determination of
      the
      question of such incapacity by such physician or physicians shall be
      final


6


and
      binding on Employee and the Bank. The Bank shall pay the reasonable fees and
      expenses of such physician or physicians in making any determination required
      under this Paragraph 6(c).




**(d)**  The
      Bank
      may terminate Employee’s employment at any time for any reason with or without
“Cause” (as defined below), but any termination by the Bank other than
      termination for “Cause” (as defined below) shall not prejudice Employee’s right
      to compensation or other benefits under this Agreement for its remaining term.
      Following any termination of Employee’s employment by the Bank for “Cause” (as
      defined below), Employee shall have no further rights under this Agreement
      (including any right to receive compensation or other benefits for any period
      after such termination).




For
      purposes of this Paragraph 6(d) , the Bank shall have “Cause” to terminate
      Employee’s employment upon:




**(i)**  A
      determination by the Bank, in good faith, that Employee **(A)** has
      breached in any material respect any of the terms or conditions of this
      Agreement, or **(B)** is
      engaging or has engaged in willful misconduct or conduct which is detrimental
      to
      the business prospects of the Bank or which has had or likely will have a
      material adverse effect on the Bank’s business or reputation. Prior to any
      termination by the Bank of Employee’s employment for a breach, failure to
      perform or conduct described in this subparagraph (i), the Bank shall give
      Employee written notice which describes such breach, failure to perform or
      conduct and if during a period of five business (5) days following such notice
      Employee cures or corrects the same to the reasonable satisfaction of the Bank,
      then this Agreement shall remain in full force and effect. However,
      notwithstanding the above, if the Bank has given written notice to Employee
      on a
      previous occasion of the same or a substantially similar breach, failure to
      perform or conduct, or of a breach, failure to perform or conduct which the
      Bank
      determines in good faith to be of substantially similar import, or if the Bank
      determines in good faith that the then current breach, failure to perform or
      conduct is not reasonably curable, then termination under this subparagraph
      (i)
      shall be effective immediately and Employee shall have no right to cure such
      breach, failure to perform or conduct.


(ii)  The
      violation by Employee of any applicable federal or state law, or any applicable
      rule, regulation, order or statement of policy promulgated by any governmental
      agency or authority having jurisdiction over the Bank or any of its affiliates
      or subsidiaries (a “Regulatory Authority”, including without limitation the
      Federal Deposit


7


Insurance
      Corporation, the North Carolina Commissioner of Banks or any other banking
      regulator having legal jurisdiction over the Bank), which results from
      Employee’s gross negligence, willful misconduct or intentional disregard of such
      law, rule, regulation, order or policy statement and results in any substantial
      damage, monetary or otherwise, to the Bank or any of its affiliates or
      subsidiaries or to the Bank’s reputation;




**(iii)**  The
      commission in the course of Employee’s employment with the Bank of an act of
      fraud, embezzlement, theft or proven personal dishonesty (whether or not
      resulting in criminal prosecution or conviction);




**(iv)**  The
      conviction of Employee of any felony or any criminal offense involving
      dishonesty or breach of trust, or the occurrence of any event described in
      Section 19 of the Federal Deposit Insurance Act or any other event or
      circumstance which disqualifies Employee from serving as an employee or
      executive officer of, or a party affiliated with, the Bank or its bank holding
      company;




**(v)**  Employee
      becomes unacceptable to, or is removed, suspended or prohibited from
      participating in the conduct of the Bank’s affairs (or if proceedings for that
      purpose are commenced) by any Regulatory Authority; or




**(vi)**  The
      occurrence of any event believed by the Bank, in good faith, to have resulted
      in
      Employee being excluded from coverage, or having coverage limited as to Employee
      as compared to other covered officers or employees, under the Bank’s then
      current “blanket bond” or other fidelity bond or insurance policy covering its
      directors, officers or employees.




**7.**  **Additional
      Regulatory Requirements** .
      Notwithstanding anything contained in this Agreement to the contrary, it is
      understood and agreed that the Bank (or its successor in interest) shall not
      be
      required to make any payment or take any action under this Agreement if **(a)** the Bank
      is declared by any Regulatory Authority to be insolvent, in default or operating
      in an unsafe or unsound manner, or if **(b)** in the
      opinion of counsel to the Bank such payment or action **(i)** would be
      prohibited by or would violate any provision of state or federal law applicable
      to the Bank, including without limitation the Federal Deposit Insurance Act
      and
      Chapter 53 of the North Carolina General Statutes as now in effect or hereafter
      amended, **(ii)**would be
      prohibited by or would violate any applicable rules, regulations, orders or
      statements of


8




policy,
      whether now existing or hereafter promulgated, of any Regulatory Authority,
      or **(iii)** otherwise
      would be prohibited by any Regulatory Authority.




**8.**  **Change
      in Control**




**(a)**  In
      the
      event of a “Change in Control” (as defined in Subparagraph (d) below), of the
      Bank, Employee shall be entitled to terminate this Agreement upon the occurrence
      within twenty-four (24) months following a change in control of any Termination
      Event as defined in Subparagraph (b) below.




**(b)**  A
      Termination Event shall mean the occurrence of any of the following events:




(i)  Employee
      is assigned any duties and/or responsibilities that are inconsistent with his
      position, duties, responsibilities, or status at the time of the Change in
      Control or with his reporting responsibilities or titles with the Bank in effect
      at such time;





(ii)  Employee’s
      annual base salary is reduced below the amount in effect as of the effective
      date of a Change in Control or as the same shall have been increased from time
      to time following such Change in Control;





(iii)  Employee’s
      life insurance, medical or hospitalization insurance, disability insurance,
      dental insurance, stock option plans, stock purchase plans, deferred
      compensation plans, management retention plans, retirement plans, or similar
      plans or benefits being provided by the Bank to Employee as of the effective
      date of the Change in Control are reduced in their level, scope, or coverage,
      or
      any such insurance, plans, or benefits are eliminated, unless such reduction
      or
      elimination applies proportionately to all salaried employees of the Bank who
      participated in such benefits prior to such Change in Control; or









9




(iv)  Employee
      is transferred to a location outside of Asheville, North Carolina without
      Employee’s express written consent.





A
      Termination Event shall be deemed to have occurred on the date such action
      or
      event is implemented or takes effect.




**(c)**  In
      the
      event that Employee terminates this Agreement or the Bank terminates this
      Agreement pursuant to this Paragraph 8, the Bank will be obligated to pay or
      cause to be paid to Employee the greater of (i) all amounts due and owing to
      the
      end of the term of this Agreement, or (ii) an amount equal to two hundred
      ninety-nine percent (299%) of Employee’s “base amount” as defined in Section
      28OG(b) (3) (A) of the Internal Revenue Code of 1986, as amended (the
“Code”).




**(d)**  For
      the
      purposes of this Agreement, the term Change in Control shall mean any of the
      following events:




(i)  After
      the
      effective date of this Agreement, any “person” (as such term is defined in
      Section 7 (j) (8) (A) of the Change in Bank Control Act of 1978), directly
      or
      indirectly, acquires beneficial ownership of voting stock, or acquires
      irrevocable proxies or any combination of voting stock and irrevocable proxies,
      representing thirty-five percent (35%) or more of any class of voting securities
      of the Bank or Weststar or acquires control of in any manner the election of
      a
      majority of the directors of the Bank or Weststar;





(ii)  The
      Bank
      or Weststar consolidates or merges with or into another corporation,
      association, or entity, or is otherwise reorganized, where neither the Bank
      nor
      Weststar is the surviving corporation in such transaction; or





(iii)  All
      or
      substantially all of the assets of the Bank or Weststar are sold or otherwise
      transferred to or are acquired by any other corporation, association, or other
      person, entity, or group.









10






Notwithstanding
      the other provisions of this Paragraph 8, a transaction or event shall not
      be
      considered a Change in Control if, prior to the consummation or occurrence
      of
      such transaction or event, Employee and the Bank agree in writing that the
      same
      shall not be treated as a Change in Control for purposes of this
      Agreement.




**(e)**  Amounts
      payable pursuant to this Paragraph 8 shall be paid, at the option of Employee
      either in one lump sum or in equal monthly payments over the remaining term
      of
      this Agreement.




**(f)**  Following
      a Termination Event which gives rise to Employee’s rights hereunder, Employee
      shall have twenty-four (24) months from the date of occurrence of the
      Termination Event to terminate this Agreement pursuant to this Paragraph 8.
      Any
      such termination shall be deemed to have occurred only upon delivery to the
      Bank
      or any successor thereto, of written notice of termination which describes
      the
      Change in Control and Termination Event. If Employee does not so terminate
      this
      Agreement within such twenty-four month period, Employee shall thereafter have
      no further rights hereunder with respect to that Termination Event, but shall
      retain rights, if any, hereunder with respect to any other Termination Event
      as
      to which such period has not expired.




**(g)**  It
      is the
      intent of the parties hereto that all payments made pursuant to this Agreement
      be deductible by the Bank for federal income tax purposes and not result in
      the
      imposition of an excise tax on Employee. However, if any payments to be made
      to
      or for the benefit of Employee are deemed to be “parachute payments” as that
      term is defined in Section 28OG(b)(2) of the Code, the Bank shall pay to
      Employee the amount of any excise taxes imposed on Employee as well as any
      additional tax imposed on Employee as a result of such payment.




**(h)**  In
      the
      event any dispute shall arise between Employee and the Bank as to the terms
      or
      interpretation of this Agreement, including this Paragraph 8, whether instituted
      by formal legal proceedings or otherwise, including any action taken by Employee
      to enforce the terms of this Paragraph 8 or in defending against any action
      taken by the Bank, the Bank shall reimburse Employee for all costs and expenses,
      proceedings or actions, in the event Employee prevails in any such
      action.




**9.**  **Successors
      and Assigns.**








11




**(a)**  This
      Agreement shall inure to the benefit of and be binding upon any corporate or
      other successor of the Bank which shall acquire, directly or indirectly, by
      conversion, merger, consolidation, purchase or otherwise, all or substantially
      all of the assets of the Bank.




**(b)**  The
      Bank
      is contracting for the unique and personal skills of Employee. Therefore,
      Employee shall be precluded from assigning or delegating his rights or duties
      hereunder without first obtaining the written consent of the Bank.




**10.**  **Modification;
      Waiver; Amendments** .
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing and signed by the
      parties hereto. No waiver by either party hereto, at any time, of any breach
      by
      the other party hereto of, or compliance with, any condition or provision of
      this Agreement to be performed by such other party shall be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No amendments or additions to this Agreement shall be binding
      unless in writing and signed by both parties, except as herein otherwise
      provided.




**11.**  **Applicable
      Law** .
      This
      Agreement shall be governed in all respects whether as to validity,
      construction, capacity, performance or otherwise, by the laws of North Carolina,
      except to the extent that federal law shall be deemed to apply.




**12.**  **Severability** .
      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.







12


**IN**  **WITNESS
      WHEREOF** ,
      the
      parties have executed this Agreement under seal and in such form as to be
      binding as of the day and year first hereinabove written.




**THE
                BANK OF ASHEVILLE**By:
            /s/
                G. Gordon GreenwoodG.
                Gordon Greenwood, President**ATTEST:**/s/
                Randall C. HallRandall
                C. Hall, Secretary/s/
                John R. HamrickJohn
                R. Hamrick




13