**Exhibit 10.4**

****

June1,2007 

Mr. Jerry A. Simmerly 

1823 Clingman View Drive 

Alcoa,TN 37701 

RE:Employment Terms Agreement 

DearJerry: 

I ampleased to offer you the following terms and conditions of employment withAmerican Patriot Bank: 

**Primary Position:**President and Chief Operating Officer for American Patriot Bank 

**Secondary Position:**Board of Directors for American Patriot Bank****

**Office Location:**Maryville/Knoxville Metro Area 

**Responsibilities:**

Developand implement a banking services delivery strategy for each individual marketwhile maintaining continuity of products and services across the multi banksystem. 

Manage,the input of the local bank lenders, the positioning of assets for growththroughout the banking system. 

Workwith the CEO on continued growth strategies within the desired marketterritories whether by De Novo growth or by merger and acquisition. 

Developand implement a systems, product, and continuing education program to insurethat each employee is provided all the knowledge to be successful in each oftheir markets. 

Manageall of the Bank’s East Tennessee operations including Retail and CommercialBanking with discretion on staffing and payroll. 

Developand implement a banking services delivery strategy for all of the Bank’smarkets including but not limited to the Knoxville, Nashville, Chattanooga, andthe Tri-Cities market areas. 

Managethe Bank’s Balance Sheet, Income Statement, and Asset Liability functions toinsure maximum shareholder return.

----

The President will be responsible for the overallgrowth, profitability, budgeting, compliance, safety and soundness, and capitalof the Bank. Personal loan portfolio growth as well as developing new markets,products, services, personnel to enhance franchise value of the Bank in additionto shareholder value, ROE, and ROA.

The President will report directly to the Chairman& CEO. 

**Signing Incentive:** A $25,000 signing incentive will be paid upon the first day ofemployment. 

**Base Salary:**$150,000 per year paid twice a month with annual reviews. Increases in salarywill be determined by the Board of Directors Compensation Committee. The abovesalary amount is conditioned on satisfactory performance of the above describedresponsibilities including meeting goals and objectives established by theBoard. 

**Incentive Bonus Structure:** The Board of Directors will implement a bonus program wherebyExecutive may receive up to 40% of annual base salary based on goals to bepredetermined by the Board. Goals may include but not necessarily limited toROA, ROE, earnings, asset growth, safety and soundness, and compliance. 

**Director Fees:**Executive should receive director fees as approved by the Board of Directorsfor all inside directors. This currently consists of a $6,000 retainer fee and$500 per board meeting. 

**Director Employment:** Executive agrees that if his employment as an Executive Officer of theBank is terminated that his role as director may also be terminatedsimultaneously by the Board.  Alldirectors must be approved by majority of shareholders to remain in office. 

**Automobile:**Terms agreeable for type and amount to be approved by the Board. 

**Stock Appreciation Rights Agreement,****Deferred DirectorCompensation Agreement,****andChange of Control:** Executivewill be able to participate in the above cited Agreements. 

**Reimbursement:**The Bank will reimburse for all appropriate expenses including travel, meals,cell phone, etc. used for the growth of American Patriot Bank. 

**Insurance:**Family insurance to be paid for by the Bank, currently Blue Cross Blue Shield. 

**Vacation and Sick Days:** Four weeks per year of Vacation and Five additional days of paid sickleave. 

**Other:** 401(k)and profit sharing plan per Bank policy. 

**Termination:**The effect of termination for the Stock Appreciation Rights Agreement, DirectorCompensation Rights Agreement, Director Deferral Compensation Agreement, andthe Change of Control Agreement will be determined and controlled solely by thelanguage of those particular agreements. 

2

----

**Termination for Cause:**Not withstanding anyprovision of this Employment Terms Agreement to the contrary, the Bank shallnot distribute any benefit under this agreement or any other agreement if theexecutive employed with the Bank is terminated by the Bank or any applicablebank regulator due to a “Termination for Cause.”

“Terminationfor Cause” means separation from service for: 

(a)           Grossnegligence for gross neglect of duties to the Bank; or 

(b)          Convictionof a felony or of a gross misdemcanor involving moral turpitude in connectionwith the Executive’s employment with the Bank; or 

(c)           Fraud,dishonesty or willful violation of any law or significant Bank policy committedin connection with the Executive’s employment and resulting in a materialadverse effect on the Bank. 

**Termination Other Than for Cause:**Eitherparty may terminate this Employment Terms Agreement other than for cause uponwritten notice to the other party. In the event that the Bank or Executiveterminates this Agreement other than for cause, the Executive should receive allaccrued and vested incentives that are not controlled by the language of theStock Appreciation Rights Agreement, Director Deferred Compensation Agreement,or Change of Control Agreement. 

In theevent that the Executive terminates this Employment Terms Agreement, he agreesnot to solicit the Bank’s customers or employees to leave the service of theBank or to compete directly or indirectly with the Bank within fifty miles ofany Bank office for a period of one year from the separation of service. TheExecutive may not serve on the Board of Directors of, be employed by, or be aconsultant for any financial institution other than the Bank or Bank HoldingCompany or be employed by any other financial institution or act as aconsultant or otherwise influence employees or customers to join said otherfinancial institution for a period of one year after Separation of Service. 
| Sincerely,           |                                 |
|----------------------|--------------------------------------|
| /s/ J.Robert  Grubbs |                                 |   |
| J.Robert Grubbs      |                                 |
| Chairman &  CEO  |                                 |
|                 |                                 |
|                 |                                 |
|                 | Accepted this 1st of June 2007. |
|                 |                                 |
|                 |                                 | /s/ Jerry  Simmerly |
|                 | Jerry Simmerly                       |
|                      |                                      |  |  |

 

3

----

**Addendum to Employment TermsAgreement**

ThisAddendum to Employment Terms Agreement dated June 1, 2007 (Addendum) is enteredinto between Jerry A. Simmerly (JAS), American Patriot Bank (APB) and AmericanPatriot Financial Group, Inc. (APFGI). 

Whereas,JAS and APB signed on Employment Terms Agreement dated June 1, 2007; and, 

Whereas,JAS and APB desire to add to the terms of the Employment Terms Agreement andthat APFGI also become a party. 

Nowtherefore, based on good and valuable consideration the sufficiency thereofbeing hereto agreed and attested to by the parties, JAS, APB, and APBGI agreeto the following: 

1.                  JASshall also serve as a director, President and COO of APFGI. In the event thatJAS’s role as an executive officer of APB is terminated his role as APFGIdirector, President, and COO may also be terminated simultaneously by the Boardof Directors of APFGI. 

2.                  APFGIshall become an additional party to the Employment Terms Agreement and allterms and conditions of this addendum are hereby incorporated by reference intothe Employment Terms Agreement and all terms of the said Employment TermsAgreement are hereby incorporated into this Addendum. 

3.                  Allother terms and conditions of the Employment Terms Agreement will remain infull force and effect. 

Witnessour signature entered on this July 2, 2007. 
| American Patriot Bank       |   | American Patriot Financial Group, Inc. |
|-----------------------------|--------|----------------------------------------|
|                        |   |                                   |
|                        |   |                                   |
| /s/ J. Robert  Grubbs       |   |                                   | /s/ J. Robert Grubbs |   |
| By: J. Robert  Grubbs       |   | By: J. Robert  Grubbs                  |
| Chariman & CEO          |   | Chariman &  CEO                    |
|                        |   |                                   |
|                        |   |                                   |
| /s/  Jerry A. Simmerly |   |                                   |   |
| Jerry A.  Simmerly          |   |                                   |
|                             |        |                                        |  |  |  |

 

----