EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is  made as of April 17, 2003, by and among CHEROKEE BANK,
N.A.  (the  "Bank"),  a  national bank; CHEROKEE BANKING COMPANY, a bank holding
company  incorporated  under  the  laws  of the State of Georgia (the "Company")
(collectively,  the  Bank  and  the  Company  are  referred  to hereafter as the
"Employer"),  and  A.R.  ROBERTS,  III,  a resident of the State of Georgia (the
"Employee").

                                    RECITALS:

     The  Employer  desires  to employ the Employee as the Senior Vice President
and  Chief  Financial  Officer  of  the Bank and of the Company and the Employee
desires  to  accept  such  employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:


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1.   DEFINITIONS.  Whenever  used  in  this  Agreement,  the following terms and
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their  variant  forms  shall  have  the  meaning  set  forth  below:

     1.1  "AGREEMENT"  shall  mean  this Agreement and any exhibits incorporated
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herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2  "AFFILIATE"  shall  mean  any  business  entity,  which  controls  the
           ---------
Company,  is  controlled  by  or  is  under  common  control  with  the Company.

     1.3  "AREA"  shall  mean  the  geographic  area  within  the  boundaries of
           ----
Cherokee County, Georgia.  It is the express intent of the parties that the Area
as  defined herein is the area where the Employee performs services on behalf of
the  Employer  under  this  Agreement  as  of  the  Effective  Date.

     1.4  "BUSINESS  OF  THE  EMPLOYER" shall mean the business conducted by the
           ---------------------------
Employer,  which  is  commercial  banking.

     1.5  "CAUSE"  shall  mean:
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          1.5.1     With  respect  to  termination  by  the  Employer:

               (a)  A  material  breach  of  the  terms of this Agreement by the
          Employee,  including,  without  limitation,  persistent failure by the
          Employee  to  follow  reasonable written instructions or policies in a
          satisfactory  manner as determined by the President of the Bank or the
          Company  in  his  sole  discretion,  which  level  of  unsatisfactory
          performance remains uncured for a period of thirty (30) days following
          the  delivery  of written notice of such breach to the Employee by the
          Employer;

               (b)  Conduct by the Employee that amounts to fraud, dishonesty or
          willful  misconduct  in  the  performance  of  his  duties  and
          responsibilities  hereunder;


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               (c)  The  conviction  of  the  Employee  of  a  felony;

               (d)  Conduct  by  the  Employee that amounts to gross and willful
          insubordination  or  inattention  to  his  duties and responsibilities
          hereunder;  or

               (e)  Conduct  by  the  Employee  that results in removal from his
          position  as  an  officer  or  employee  of the Bank or of the Company
          pursuant to a written order by any regulatory agency with authority or
          jurisdiction  over  the  Bank  or  the  Company,  as  applicable.

          1.5.2     With  respect  to  termination  by  the Employee, a material
     diminution  in  the  powers,  responsibilities  or  duties  of the Employee
     hereunder  or  a  material  breach  of  the  terms of this Agreement by the
     Employer,  which  remains  uncured after the expiration of thirty (30) days
     following  the delivery of written notice of such breach to the Employer by
     the  Employee.

     1.6  "COMPANY  INFORMATION"  means  Confidential  Information  and  Trade
           --------------------
Secrets.

     1.7  "CONFIDENTIAL  INFORMATION" means data and information relating to the
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business  of  the Employer (which does not rise to the status of a Trade Secret)
which  is  or has been disclosed to the Employee or of which the Employee became
aware as a consequence of or through the Employee's relationship to the Employer
and  which  has  value  to  the  Employer  and  is  not  generally  known to its
competitors.  Confidential Information shall not include any data or information
that  has been voluntarily disclosed to the public by the Employer (except where
such  public  disclosure has been made by the Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters  the  public  domain  through  lawful  means.

     1.8  "EFFECTIVE  DATE"  shall  mean  the date on which the Employer and the
           ---------------
Employee  execute  the  Agreement.

     1.9  "PERMANENT  DISABILITY" shall mean the total inability of the Employee
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to  perform  his  duties under this Agreement for the duration of the short-term
disability  period  under the Employer's policy then in effect as certified by a
physician  chosen  by  the  Employer  and reasonably acceptable to the Employee.

     1.10  "TERM" shall mean an initial one-year period commencing on October 1,
            ----
2002  and  successive  one-year  periods  thereafter,  unless  this Agreement is
terminated  earlier,  as  provided for in Section 3 of this Agreement.  The Term
shall  not  renew  as  of  any  successive one-year period following the initial
one-year period if either the Employer or the Employee gives notice to the other
no  less  than sixty (60) days prior to the first day of that one-year period of
its  or  his  intent  to allow the Agreement to expire as of the last day of the
immediately  preceding  one-year  period.

     1.11  "TRADE SECRETS" means Employer information including, but not limited
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to,  technical or nontechnical data, formulas, patterns, compilations, programs,
devices,  methods,  techniques,  drawings,  processes, financial data, financial
plans,  product  plans  or  lists  of actual or potential customers or suppliers
which  (a) derives economic value, actual or potential, from not being generally
known  to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (b) is the subject
of  efforts that are reasonable under the circumstances to maintain its secrecy.


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2.   DUTIES.
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     2.1  POSITION.  The  Employee  is  employed  initially  as  the Senior Vice
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President and Chief Financial Officer of the Bank or of the Company and, subject
to  the  direction of the President of the Bank or the Company shall perform and
discharge well and faithfully the duties normally associated with the Employee's
position,  and  in addition, any other duties which shall reasonably be assigned
to  him  from  time  to  time  by the Bank or the Company in connection with the
conduct  of  its  business.

     2.2  FULL-TIME  STATUS.  The  Employee shall:  (a) devote substantially all
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of  his  time, energy and skill during regular business hours to the performance
of  the  duties  of his employment (reasonable vacations and reasonable absences
due  to  illness excepted) and faithfully and industriously perform such duties;
(b)  diligently  follow  and  implement  all  management  policies and decisions
communicated  to him by the President of either the Bank or the Company; and (c)
timely  prepare  and  forward to the President of either the Bank or the Company
all  reports  and  accounting  as  may  be  requested  of  the  Employee.

     2.3  PERMITTED  ACTIVITIES.  The  Employee shall devote his entire business
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time,  attention  and  energies  to  the  Business of the Employer and shall not
during  the Term be engaged (whether or not during normal business hours) in any
other business or professional activity, whether or not such activity is pursued
for  gain,  profit or other pecuniary advantage; but this shall not be construed
as  preventing the Employee from (a) investing his personal assets in businesses
which  (subject to clause (b) below) are not in competition with the Business of
the Employer and which will not require any services on the part of the Employee
in  their  operation or affairs and in which his participation is solely that of
an  investor,  (b) purchasing securities in any corporation whose securities are
regularly  traded  provided  that  such  purchase  shall  not  result  in  him
collectively  owning  beneficially  at any time five percent (5%) or more of the
equity  securities  of  any  business  in  competition  with the Business of the
Employer;  and  (c)  participating  in civic and professional affairs, including
serving as the Mayor of Ball Ground, Georgia, and participating in organizations
and  conferences, preparing or publishing papers or books or teaching so long as
such  activities  do not materially interfere with the performance of his duties
hereunder;  provided,  however,  that  the provisions of this Section 2.3 do not
prohibit  the  Employee  from engaging in rental real estate leasing activities.

3.   TERM  AND  TERMINATION.
     ----------------------

     3.1  TERM.     Except  as  provided  in  Section  3.2, this Agreement shall
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remain  in  effect  for  the  Term.

     3.2  TERMINATION.  During  the  Term,  the employment of the Employee under
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this  Agreement  may  be  terminated  only  as  follows:

          3.2.1     By  the  Employer:

                    (a)  For Cause, upon written notice to the Employee pursuant
          to  Section  1.5.1  hereof,  in which event the Employer shall have no
          further  obligation  to  the  Employee  except  for the payment of any
          amounts  due and owing under Section 4 hereof on the effective date of
          termination;

                    (b)  Without  Cause  at any time, provided that the Employer
          shall  give the Employee thirty (30) days' prior written notice of its
          intent  to terminate, in which event the Employer


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          shall  be  required  to  pay Employee severance at a rate equal to his
          rate  of  Base  Salary  (defined below) then in effect for a period of
          twelve  (12)  months following the effective date of termination to be
          paid  in equal monthly installments over a period not to exceed twelve
          (12)  months;  or

                    (c)  Upon  the Permanent Disability of Employee at any time,
          provided  that  the Employer shall give the Employee thirty (30) days'
          prior  written  notice  of its intent to terminate, in which event the
          Employer  shall  have no further obligation to the Employee except for
          the payment of any amounts due and owing under Section 4 hereof on the
          effective  date  of  termination.

          3.2.2     By  the  Employee:

                    (a)  For  Cause,  in  which  event  the  Employer  shall  be
          required to pay Employee severance at a rate equal to his rate of Base
          Salary  (defined  below)  then  in  effect for a period of twelve (12)
          months following the effective date of termination to be paid in equal
          monthly  installments  over a period not to exceed twelve (12) months;
          or

                    (b)  Without  Cause  or upon the Permanent Disability of the
          Employee,  provided  that  the  Employee shall give the Employer sixty
          (60)  days'  prior written notice of his intent to terminate, in which
          event  the  Employer  shall have no further obligation to the Employee
          except  future  payment  of  any amounts due and owing under Section 4
          hereof  on  the  effective  date  of  the  termination.

          3.2.3     At  any  time upon mutual, written agreement of the parties,
          in  which  event  the Employer shall have no further obligation to the
          Employee  except  for  the  payment of any amounts due and owing under
          Section 4 hereof on the effective date of termination unless otherwise
          set  forth  in  the  written  agreement.

          3.2.4     Notwithstanding  anything in this Agreement to the contrary,
          the  Term  shall end automatically upon the Employee's death, in which
          event  the  Employer  shall have no further obligation to the Employee
          except for the payment of any amounts due and owing under Section 4 on
          the  effective  date  of  termination.

          3.2.5     In  the  event  of a "change in control" (as defined below),
          the  Employee  may  elect  (a) to negotiate a new employment agreement
          with  the  acquiring  party,  or  (b)  to terminate his employment and
          receive  equal monthly installments for a period of twelve (12) months
          totaling (1) times his Base Salary then in effect plus continued life,
          health, LTD and dental insurance, including dependent coverage in full
          and  final  settlement  of  all  amounts  due  under  this  Agreement;
          provided,  however,  that  any  action  taken  with the consent of the
          Employee  or  any  isolated,  insubstantial and inadvertent action not
          taken  in  bad  faith  and  which is promptly remedied after notice is
          given  by  the Employee shall not give rise to Employee's rights under
          this  Section 3.2.5. For purposes of this Section, the term "change in
          control" shall mean: the acquisition by any person, entity or "group,"
          within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
          Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  of (i)
          beneficial  ownership  (within  the  meaning  of  Rule 13d-3 under the
          Exchange  Act)  of  twenty-five  percent  (25%)  or  more  of the then
          outstanding voting securities of the Company or the Bank (including an
          acquisition by merger), or (ii) all or substantially all of the assets
          of  the Company or the Bank, in each case other than an


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          acquisition  of  voting  securities or assets of the Bank by an entity
          controlled  by  or  under  common control (as "control" is defined for
          purposes  of  the  Exchange  Act)  with  the  Company.

          3.2.6     In  the event the Employer issues a notice that the original
          Term  shall  not  be renewed for its first one-year renewal period or,
          when  applicable,  that  any extended Term shall not be renewed by the
          immediately succeeding one-year renewal period, all in accordance with
          Section  1.10 above, for any reason other than Cause or the Employee's
          death  or  Permanent Disability, the Employer shall be required to pay
          Employee severance at a rate equal to his rate of Base Salary (defined
          below) then in effect for a period of twelve (12) months following the
          effective  date  of termination (the "Severance Period") to be paid in
          equal  monthly  installments  over  a period not to exceed twelve (12)
          months.  In  addition, during the Severance Period, the Employer shall
          continue  to provide life, health, LTD and dental insurance, including
          dependent  coverage  during  the Severance Period for the Employee and
          the  members  of  his  immediate  family.

4.   COMPENSATION.  During  the  Term,  the Employee shall receive the following
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salary  and  benefits:

     4.1  BASE  SALARY.  The  Employee  shall  be compensated at an initial base
          ------------
rate  of $85,000 annually (the "Base Salary then in effect").  Base Salary shall
be  payable  in  accordance  with  the Employer's normal payroll practices.  The
obligation  for  payment of Base Salary shall be apportioned between the Company
and  the Bank and they may agree from time to time in their sole discretion. The
Employer  will  review  the  Employee's  job  performance, Base Salary and other
compensation  annually  following  the end of each year.  The Board of Directors
will  set  future  Base  Salary.

     4.2  INCENTIVE  COMPENSATION.  The  Employee shall be entitled to receive a
          -----------------------
performance  bonus  in  accordance  with  the  following  terms:

          (a)  The  President  of the Bank may establish within ninety (90) days
     after  the  beginning of each year pre-established performance measures, as
     determined in its sole discretion, which, if established, will serve as the
     basis  for determining the Employee's bonus compensation for that year. The
     Employer shall pay the Employee a cash bonus equal to the amount determined
     in  accordance  with  any  performance  measures  so  established.

          (b)  The  following conditions must be satisfied as further conditions
     to  any  commitment  by the Bank to pay a bonus to the Employee pursuant to
     this  Section  4.2:

          (i)  the  overall  condition of the Bank must be "satisfactory" in the
               opinion  of the Office of the Comptroller of the Currency ("OCC")
               as  set  forth  in  the  most  current  OCC Report of Supervisory
               Activity  provided  to  the  Bank  and  the  Uniform  Financial
               Institution  Rating of the Bank shall not be less than a "2"; and

          (ii) the Bank shall be "well capitalized" as defined under regulations
               promulgated  by the OCC pursuant to the Federal Deposit Insurance
               Corporation  Improvement  Act  of  1991.

     Any  bonus which becomes payable pursuant to this Section 4.2 shall be paid
in  a lump sum in cash within thirty (30) days after the close of the period for
which  it  is  payable.


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     4.3  STOCK  OPTIONS.  The  Company  may,  in  its  discretion, grant to the
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Employee  stock  options  to  purchase  shares  of  the  Company's common stock.

     4.4  AUTOMOBILE  ALLOWANCE.  The Employer will provide the Employee with an
          ---------------------
automobile  allowance  equal  to  $100  per  month.

     4.5  BUSINESS  EXPENSES;  MEMBERSHIPS.  The Employer specifically agrees to
          --------------------------------
reimburse  the  Employee  for  reasonable  business  (including travel) expenses
incurred  by  him  in  the performance of his duties hereunder, as approved from
time  to  time  by  the President of the Bank or the Company; provided, however,
that the Employee shall, as a condition of reimbursement, submit verification of
the nature and amount of such expenses in accordance with reimbursement policies
from  time  to  time  adopted by the Employer and in sufficient detail to comply
with  rules  and  regulations  promulgated  by  the  Internal  Revenue  Service.

     4.6  VACATION.  The  Employee  shall  be  entitled  to  three  (3) weeks of
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vacation  during  each  one-year  period  during the Term, during which time his
compensation  shall  be  paid  in  full.

     4.7  BENEFITS.  In  addition to the benefits specifically described herein,
          --------
          the  Employee  shall  be entitled to such benefits as may be available
          from  time  to time for management employees of the Employer. All such
          benefits  shall  be  awarded  and  administered in accordance with the
          Employer's  standard  policies  and  practices.

     4.8  WITHHOLDING.  The  Employer  may  deduct  from  each  payment  of
          -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with applicable federal and state income, FICA and other withholding
requirements.

5.   COMPANY  INFORMATION.
     --------------------

     5.1  OWNERSHIP  OF  INFORMATION.   All  Company  Information  received  or
          --------------------------
developed  by  the  Employee while employed by the Employer will remain the sole
and  exclusive  property  of  the  Employer.

     5.2  OBLIGATIONS  OF THE EMPLOYEE.  The Employee agrees (a) to hold Company
          ----------------------------
Information  in  strictest confidence, and (b) not to use, duplicate, reproduce,
distribute,  disclose  or  otherwise  disseminate  Company  Information  or  any
physical embodiments thereof and may in no event take any action causing or fail
to  take  any  action necessary in order to prevent any Company Information from
losing  its  character  or  ceasing  to qualify as Confidential Information or a
Trade Secret.  In the event that the Employee is required by law to disclose any
Company Information, the Employee will not make such disclosure unless (and then
only  to  the  extent  that)  the Employee has been advised by independent legal
counsel  that  such  disclosure  is  required  by  law and then only after prior
written notice is given to the Company when the Employee becomes aware that such
disclosure  has  been  requested  and  is required by law.  This Section 5 shall
survive  for  a  period of two (2) years following termination of this Agreement
for  any  reason  with  respect  to  Confidential Information, and shall survive
termination  of this Agreement for any reason for so long as is permitted by the
then-current  Georgia  Trade  Secrets  Act  of  1990,  O.C.G.A.  Sec.Sec.
10-1-760-10-1-767,  with  respect  to  Trade  Secrets.

     5.3  DELIVERY  UPON  REQUEST OR TERMINATION.  Upon request by the Employer,
          --------------------------------------
and  in  any  event  upon  termination  of his employment with the Employer, the
Employee  will  promptly  deliver  to the


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Employer  all property belonging to the Employer, including, without limitation,
all  Company  Information  then  in  his  possession  or  control.

6.   NON-COMPETITION.  The  Employee  agrees  that  during his employment by the
     ---------------
Employer  hereunder  and,  in the event of the termination of his employment for
any  reason other than pursuant to Section 3.2.2(a), for a period of twelve (12)
months  thereafter,  he  will not (except on behalf of or with the prior written
consent of the Employer), within the Area, either directly or indirectly, on his
own  behalf  or  in the service or on behalf of others, as a principal, partner,
officer,  director,  manager,  supervisor,  administrator, consultant, executive
employee  or  in  any  other capacity which involves duties and responsibilities
similar to those undertaken for the Employer engage in any business which is the
same  as  or  essentially  the  same  as  the  Business  of  the  Employer.

7.   NON-SOLICITATION  OF  CUSTOMERS.  The  Employee  agrees  that  during  his
     -------------------------------
employment  by  the  Employer  hereunder  and for a period of twelve (12) months
thereafter,  he  will not (except on behalf of or with the prior written consent
of  the  Employer),  within  the Area, on his own behalf or in the service or on
behalf  of  others, solicit, divert or appropriate or attempt to solicit, divert
or  appropriate,  directly  or by assisting others, any business from any of the
Employer's customers, including actively sought prospective customers, with whom
the  Employee  has  or had material contact during the last two (2) years of his
employment,  for purposes of providing products or services that are competitive
with  those  provided  by  the  Employer.

8.   NON-SOLICITATION  OF  EMPLOYEES.  The  Employee  agrees  that  during  his
     -------------------------------
employment  by  the  Employer  hereunder  and for a period of twelve (12) months
thereafter, he will not, within the Area, on his own behalf or in the service or
on  behalf  of  others,  solicit,  recruit  or  hire away or attempt to solicit,
recruit  or  hire  away,  directly  or  by assisting others, any employee of the
Employer or its Affiliates, whether or not such employee is a full-time employee
or  a  temporary  employee  of the Employer or its Affiliates and whether or not
such  employment  is  pursuant  to  written  agreement  and  whether or not such
employment  is  for  a  determined  period  or  is  at  will.

9.   REMEDIES.  The  Employee  agrees that the covenants contained in Sections 5
     --------
through  8  of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of  the  Employer;  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Employee  agrees  and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of  the covenants.  The Employer and the Employee
agree  that  all  remedies  available  to  the  Employer  or  the  Employee,  as
applicable,  shall  be  cumulative.

10.  SEVERABILITY.  The  parties  agree  that each of the provisions included in
     ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under  the  law  or  public  policy.

11.  NO  SET-OFF BY THE EMPLOYEE.  The existence of any claim, demand, action or
     ---------------------------
cause  of  action  by the Employee against the Employer, or any Affiliate of the
Employer,  whether  predicated  upon  this


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Agreement or otherwise, shall not constitute a defense to the enforcement by the
Employer  of  any  of  its  rights  hereunder.

12.  NOTICE.  All  notices  and other communications required or permitted under
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this Agreement shall be in writing and, if mailed by prepaid first-class mail or
certified  mail, return receipt requested, shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business days after
the postmarked date thereof.  In addition, notices hereunder may be delivered by
hand,  facsimile  transmission  or  overnight courier, in which event the notice
shall  be deemed effective when delivered or transmitted.  All notices and other
communications  under this Agreement shall be given to the parties hereto at the
following  addresses:

          (i)  If  to  the  Employer,  to  it  at:

               Cherokee  Bank,  N.A.
               Post  Office  Box  4250
               Canton,  Georgia  30114

          (ii) If  to  the  Employee,  to  him  at:

               A.R.  Roberts,  III
               3030  Canton  Highway
               Ball  Ground,  Georgia  30107

13.  ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement or
     ----------
any  of  its rights and obligations hereunder without the written consent of the
other  party  hereto.

14.  WAIVER.  A  waiver  by  the  Employer or the Employee of any breach of this
     ------
Agreement  by  the other shall not be effective unless in writing, and no waiver
shall  operate  or  be  construed as a waiver of the same or another breach on a
subsequent  occasion.

15.  ARBITRATION.  Any  controversy  or claim arising out of or relating to this
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contract,  or  the  breach  thereof,  shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only in the State Court of Cherokee County or the federal court for the Northern
District  of  Georgia.  The Employer and the Employee agree to share equally the
fees  and  expenses  associated  with  the  arbitration  proceedings;  provided,
however,  that  each  party  will  pay for and bear the cost of its own experts,
evidence  and  counsel's  fees, except that in the discretion of the arbitrator,
any  award may include the cost of a party's counsel if the arbitrator expressly
determines  that  the  party  against  whom  the  award  is  entered  engaged in
arbitration  in  bad faith or as a delaying tactic. [EMPLOYEE MUST INITIAL HERE:
_____]

16.  ATTORNEYS'  FEES.  In  the  event  that the parties have complied with this
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Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.


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17.  APPLICABLE  LAW.  This  Agreement shall be construed and enforced under and
     ---------------
in  accordance  with  the  laws  of  the  State  of  Georgia.

18.  INTERPRETATION.  Words  importing  any  gender  include all genders.  Words
     --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.  ENTIRE  AGREEMENT.  This  Agreement embodies the entire and final agreement
     -----------------
of  the  parties on the subject matter stated in the Agreement.  No amendment or
modification  of  this  Agreement shall be valid or binding upon the Employer or
the  Employee  unless  made  in  writing  and signed by both parties.  All prior
understandings  and  agreements relating to the subject matter of this Agreement
are  hereby  expressly  terminated.

20.  RIGHTS  OF THIRD PARTIES.  Nothing herein expressed is intended to or shall
     ------------------------
be  construed  to confer upon or give to any person, firm or other entity, other
than  the  parties  hereto  and  their permitted assigns, any rights or remedies
under  or  by  reason  of  this  Agreement.

21.  SURVIVAL.  The  obligations of the Employee pursuant to Sections 5, 6, 7, 8
     --------
and  9 shall survive the termination of the employment of the Employee hereunder
for  the  period  designated  under  each  of  those  respective  sections.

22.  JOINT AND SEVERAL.  The obligations of the Bank and the Company to Employee
     -----------------
hereunder  shall  be  joint  and  several.


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                                      - 9 -
<PAGE>
     IN  WITNESS  WHEREOF,  the  Employer  and  the  Employee  have executed and
delivered  this  Agreement  as  of  the  date  first  shown  above.

                              THE  BANK:

                              CHEROKEE  BANK,  N.A.


                              By:      /s/  Donald  F.  Stevens
                                       ------------------------
                              Print  Name:  D.F.  STEVENS
                              Title:  CHAIRMAN

                              By:      /s/  Albert  Evans
                                       ------------------
                              Print  Name:  ALBERT  EVANS,  JR.
                              Title:  COMPENSATION  COMMITTEE  CHAIRMAN


                              THE  COMPANY:

                              CHEROKEE  BANKING  COMPANY


                              By:      /s/  Donald  F.  Stevens
                                       ------------------------
                              Print  Name:  D.F.  STEVENS
                              Title:  CHAIRMAN

                              By:      /s/  Albert  Evans
                                       ------------------
                              Print  Name:  ALBERT  EVANS,  JR.
                              Title:  COMPENSATION  COMMITTEE  CHAIRMAN


                              THE  EMPLOYEE:


                                   /s/  A.  R.  Roberts,  III
                              -------------------------------
                              A.R.  ROBERTS,  III


                                     - 10 -
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