EXHIBIT 10.17

August  10,  2004


                           JOHN M. FLOYD & ASSOCIATES
                      OVERDRAFT PRIVILEGE PROGRAM AGREEMENT



Mr. Rick Roberts
SVP/CFO
Cherokee Bank, National Association
1275 Riverstone Parkway
Canton,  Georgia  30114

Dear Mr. Roberts:

Based  on  our  preliminary  analysis,  I  am  submitting  this proposal for the
engagement of our firm by Cherokee Bank, National Association - Canton, Georgia.
Upon  acceptance  by  Cherokee  Bank,  National Association, this proposal shall
become  the  Agreement  between  John  M.  Floyd  &  Associates, Inc. (JMFA) and
Cherokee  Bank,  National  Association.

OBJECTIVES

Our  objective  is  to  install JMFA's Overdraft PrivilegeSM program in Cherokee
Bank,  NA.  There  will  be  an emphasis on installing a product that provides a
competitive  and  popular  service  for  your  account holders and a significant
increase  in  non-interest income without a significant increase in non-interest
expense.  Improvement  in  earnings will come from account holder acceptance and
use  of this proven product enhancement and accelerated account growth.  We will
install  systems  to  monitor  income  streams  and  associated  costs to insure
Cherokee  Bank, NA is receiving the appropriate income for the designed product.
Accomplishing  these  objectives  will  result  in  an  estimated  increase  in
first-year  earnings between $122,300 and $185,200.  Because we are so confident
that  this  increase is achievable, we offer our service on a contingency basis.

Following  is  a  description  of our project deliverables and the terms for the
engagement.

OVERDRAFT  PRIVILEGE  PROGRAM

     1.   Perform  a  comprehensive  profile  analysis  of  the  demand  deposit
          account holder base to establish Overdraft Privilege limits.

     2.   At  the  financial  institution's  option,  we  will  perform  a
          comprehensive analysis of all other non-interest income and non-labor,
          non-interest  expense  and  assist  in  the installation of reasonable
          operational changes.
          [ ]  PLEASE  INDICATE  YOUR  SELECTION  OF THIS OPTION BY CHECKING THE
               BOX.


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 2


     3.   Make  recommendations,  as  necessary,  regarding  deposit  agreements
          to help insure compliance with truth in lending and other regulations.

     4.   Perform  an  analysis  of  Cherokee  Bank,  NA's  NSF  and  overdraft
          processing  and  assist  Cherokee  Bank,  NA  in  making the necessary
          changes for an effective Overdraft Privilege Program.

     5.   Furnish  Cherokee  Bank,  NA  with  "camera  ready"  samples  of
          marketing  and  advertising  material  to  assure  the  success of the
          overdraft privilege product.

     6.   Provide  mailing  services  for  kickoff  and quarterly account holder
          communications, billed separately.

     7.   Provide  all  necessary  operational  and  systems/procedures training
          and materials.

     8.   Provide  sales  training  and  support  materials  to  account  holder
          contact personnel to insure the success of the programs.

     9.   Assist  Cherokee  Bank,  NA  in  the  installation  of  our  automated
          management  and  collection  system  that  functions  with  the  core
          application processing system.

CONDUCT  OF  THE  ENGAGEMENT

The initial engagement will require approximately six to eight calendar weeks to
complete, with quarterly on-site follow-up lasting for the contracted engagement
period.  Cherokee Bank, National Association also agrees to send the recommended
program  "kickoff'  letter  and  quarterly "reminder" letters, mailed separately
from  other materials, as recommended by John M. Floyd & Associates consultants.
Beginning  the 3rd month, we will perform the above-referenced follow-up reviews
quarterly  to insure the success of the program.  While the majority of the work
will require that we be on-site, certain aspects may be analyzed or handled from
our  office.

COST  OF  THE  ENGAGEMENT

The cost to your institution for the engagement will be priced using the monthly
quantified  net  increase in non-interest income and expenses related to NSF and
overdraft  income.  Follow-up  of the engagement may be extended in twelve-month
increments  and includes quarterly on-site visits as an extension of the initial
contractual  period  for  continuance  of our Privilege Manager CRM(TM) software
maintenance  support  and  the  compliance warranty.  The table, below, provides
pricing  options.  You  may  wish to consider these alternate pricing options to
reduce  (or  increase)  the  amount  of time of our consulting relationship.  We
would  be  happy  to  contract  with  you  using  these  terms.


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 3


<TABLE>
<CAPTION>
-------------------------------------------------------------------------
PRICING OPTION   MONTHLY BILLING     BILLING   BILLING  FOLLOW-   FOLLOW
                                     MONTHS    INITIAL     UP       UP
                                                        BILLING   INITIAL
--------------  ------------------  ---------  -------  --------  -------
<S>             <C>                 <C>        <C>      <C>       <C>
Two Year        1/3 of monthly
Engagement      increase in NSF/OD  24 months                 9%
                income
--------------  ------------------  ---------  -------  --------  -------
Three Year      24% of monthly
Engagement      increase in NSF/OD  36 months                12%
                income
--------------  ------------------  ---------  -------  --------  -------
Four Year       20% of monthly
Engagement      increase in NSF/OD  48 months                15%
                income
--------------  ------------------  ---------  -------  --------  -------
Five Year       18% of monthly
Engagement      increase in NSF/OD  60 months
                income
-------------------------------------------------------------------------
</TABLE>

Cherokee  Bank,  NA  will  pay out-of-pocket expenses during all project phases.
John  M.  Floyd & Associates has agreed to waive the $10,000 retainer as long as
the  overdraft  privilege  program  is  installed  within  90  days.  After  the
recommendations  have  been installed and monitored for not less than sixty (60)
days,  we will quantify the increased income and Cherokee Bank, NA agrees to pay
monthly  the  fees, as referenced above.  The monthly billings are to be paid by
the 15th of each month.  We will invoice semi-monthly for out-of-pocket expenses
during  initial  analysis,  presentation,  implementation  or  follow-up phases.

Fees  to  John M. Floyd & Associates will commence not less than sixty (60) days
following  the  first  full  month after the installation of recommendations and
will  continue  throughout  the  contracted  engagement  period.


QUANTIFICATION  OF  EARNINGS

Increases  in  net NSF and overdraft income are based on reasonable changes that
can  be  affected  on  existing  income  or expenses realized as a result of our
recommendations.  Increased  labor  to  collect  overdrawn  Overdraft  Privilege
accounts  and  charged  off  overdrafts  associated with the Overdraft Privilege
program  will  be  netted  against  the increases in NSF and overdraft income or
decreases in expenses.  Tracking of the increases will begin at the beginning of
the  month  that  occurs  not  less  than  60 days after program implementation.

The  normalized  base will be used to calculate the net average existing NSF and
OD revenue per active (defined as an account that has not been inactive for more
than 6 months) checking account, not including money market accounts.  Increases
in  NSF  and  OD income during the contractual period will be measured using the
net  average  increase  from NSF and OD revenue per active checking account over
the  base  period.  Cherokee  Bank, NA agrees to furnish at the beginning of the
initial  engagement  a  list  of  NSF  related areas Cherokee Sank, NA wishes to
exclude  from  this engagement.  Any items not listed on the exclusion list will
be  considered  open  for  analysis  by  JMFA  staff  and  will  be added to the
quantification  of  earnings,  as  applicable.


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 4


Additionally,  the  client  agrees  to  provide  monthly  financial  tracking
information  including  access  by  JMFA  to  client's  general  ledger  and its
supporting  schedules.

If  a  recommendation  is  not  approved  it  will  not  be  included in the fee
calculation.  However,  if  any  recommendation, within 24 months of the initial
engagement,  is  installed  or  approved  or  approved as modified, or initially
declined  and later approved as recommended or as subsequently modified, it will
be  included  in  the  fee  calculation.

BEAR IN MIND THAT THESE PROJECTED EARNINGS GAINS ARE FOR THE FIRST YEAR ONLY AND
--------------------------------------------------------------------------------
THAT  MUCH,  IF  NOT  ALL,  OF THESE EARNINGS WILL CARRY FORWARD INTO SUCCEEDING
--------------------------------------------------------------------------------
YEARS.
-----

We can provide our assistance in a fashion that is both timely and efficient, as
well  as  highly  cost  effective.  The  specifics  of our proposal, including a
description  of  the  approach  we  will  take,  are  as  follows:

ANALYSIS PHASE

     1.   Identify  existing  account  structures  and  insufficient funds check
          processing  procedures,  mode of operation, transaction volume levels,
          and patterns, etc. currently in use or occurring. This is accomplished
          through  interviews,  empirical  observation, and review of historical
          data.

     2.   At  the  financial  institution's  option,  we  will  perform  a
          comprehensive analysis of all other non-interest income and non-labor,
          non-interest  expense  and  assist  in  the installation of reasonable
          operational changes.

PRESENTATION PHASE

     1.   Review  with  management  our  recommended  changes  and  the  results
          that can be anticipated. We will identify each recommendation's impact
          on  Cherokee  Bank, NA's compliance, operations, technology, marketing
          and quality of service.

     2.   Identify  those  recommendations  that  are  approved.  Formulate  a
          plan  and  timetable  for implementation and designate the individuals
          from  Cherokee  Bank,  NA's  staff  and  from  our  staff  who will be
          responsible for implementation.

     3.   Meet  with  the  affected  parties  to  review  and  "sell"  the
          recommendations,  which  have  been  approved  by  management  for
          implementation.

IMPLEMENTATION PHASE

     1.   Coordinate  efforts  of  JMFA  and  Cherokee  Bank,  NA's  staff  to
          assist  in  implementation  of  all approved recommendations. Cherokee
          Bank,  NA  will be responsible to provide adequate staff to accomplish
          implementation objectives.


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 5


     2.   Insure  production  and  mailing  of  recommended  "kickoff"  and
          quarterly "reminder" letters at Cherokee Bank, NA's expense.

     3.   Provide  on-site  training  for  all  applicable  client personnel and
          assistance  with  client  and  accountholder  awareness  and marketing
          materials.  Cherokee  Bank,  NA  will  be  responsible  for  utilizing
          JMFA-provided materials as recommended.

     4.   Install  systems  to  monitor  income  streams and associated costs to
          insure  Cherokee  Bank, NA is receiving the appropriate income for the
          designed  product.  Assist  Cherokee Bank, NA's staff with appropriate
          training  on  these systems during the contract period. Cherokee Bank,
          NA  will  be  responsible to maintain adequate staff to insure systems
          reporting.

     5.   Design  and  install  monitoring  and  reporting  mechanisms  in order
          to  chart  progress,  performance,  and results. Assist Cherokee Bank,
          NA's  staff  with  installation,  procedures, and results analysis, as
          appropriate.

FOLLOW-UP PHASE

     1.   Meet  with  management  to  review  the  status and results of changes
          which have been approved for implementation.

     2.   Develop  and  install  any  adjustments  required  to  "fine-tune" the
          products we have installed.

     3.   Perform  on-site,  quarterly  follow-up  visits  to  evaluate  and
          further refine the Overdraft Privilege Program.

PRIVILEGE MANAGER CRM(TM) SUPPORT

If you choose to install the PRIVILEGE MANAGER CRM(TM) solution, we will provide
support  during  the  contractual  period  at  no charge.  After the contractual
period,  we  will  provide  technical  support  for  $3,000  per  year.

John  M.  Floyd  &  Associates will provide the initial file layouts to Cherokee
Bank,  NA upon completion of the initial installation of the overdraft privilege
product.  Cherokee  Bank,  NA  will be responsible for providing John M. Floyd &
Associates  with  new file layouts prior to an upgrade of their core system.  We
will send an upgrade of the PRIVILEGE MANAGER CRM(TM) to Cherokee Bank, NA to be
installed  at the same time the core upgrade is implemented.  The layouts should
be provided to us at least four weeks in advance of the installation of the core
system  upgrade  to  allow  time  for  John M. Floyd & Associates to upgrade the
software  interface  between  the  core  system  and  PRIVILEGE MANAGER CRM(TM).
Should  the  file  layouts  not  be  received  four weeks in advance of the core
upgrade  we  cannot  guarantee  completion of the interface changes prior to the
system  upgrade.  Cherokee  Bank,  NA  will  be  responsible  for  any


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 6


necessary  travel  expenses,  however  none  are  anticipated.

OUT-OF-POCKET EXPENSES

Our goal is to keep out-of-pocket expenses to a minimum.  Out-of-pocket expenses
consist  of reasonable travel expenses, telephone ($1.00 per man-hour expended),
copies  & supplies ($.75 per man-hour expended), FedEx charges and other unusual
expenses.  Airline  tickets  will  not  exceed  coach  fares  and Cherokee Bank,
National  Association  has  the  choice  of  either  actual cost or per diem for
consultant  expenditures.

EMPLOYMENT OF PERSONNEL

Each  one  of  our and your employees and contractors has been highly trained at
each  party's  respective  expense.  Should  either  party hire one of the other
party's  employees  or  contractors  on or before one (1) year after the date of
completion  of  the  engagement to be performed hereunder, the hiring party will
compensate  the  other party for the loss of such employee in an amount equal to
the  annual  compensation  paid by the prior employer to the employee during the
one  (1)  year period immediately preceding the date of employment.  The one (1)
year  period provided for in this paragraph shall be independent and separate of
any  other  restrictive  period  contained  elsewhere  in  this  agreement.

WARRANTY

John. M. Floyd & Associates hereby warrants that its Overdraft Privilege program
is  compliant  with  existing  state  and  federal  regulations  as  currently
interpreted  by  regulatory  agencies.  Further,  John  M.  Floyd  &  Associates
certifies  that,  to  the  best  of its knowledge, none of its clients have ever
received  adverse  criticism  by  any  regulatory  authority  on  its  Overdraft
Privilege programs.  We also warrant that our PRIVILEGE MANAGER CRM(TM) is fully
compatible  with  your  core  processing  system.

John  M.  Floyd & Associates will not be liable if Cherokee Bank, NA changes any
of  the  customer  education materials (e.g., kickoff letter, quarterly reminder
letters,  or  discretionary  overdraft  privilege  policy)  provided  during the
contracted  engagement  period.  This  warranty  will be considered nullified if
Cherokee  Bank,  NA fails to mail the kickoff letter and quarterly letters, with
the  discretionary  overdraft  privilege  policy  attached,  as  recommended.

CONFIDENTIALITY

The contents of this proposal should be treated as confidential material between
John M. Floyd & Associates and Cherokee Bank, NA.  We agree that neither John M.
Floyd  & Associates nor any of our employees or contractors will use or disclose
any  data about Cherokee Bank, NA as a result of this consulting engagement that
is  not  published  call  report information, without prior written consent from
Cherokee  Bank,  NA.  We  understand  that  we  may  use  the  data  in  our


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 7


database  as long as there is no reference to Cherokee Bank, NA.  Cherokee Bank,
NA  agrees  that  they will not share any recommendations or materials from this
study with anyone not affiliated with Cherokee Bank, NA.  If any recommendations
or  materials  or  software  are  shared  or adopted either in their original or
modified  form  by  other member institutions, companies or affiliated financial
institutions of Cherokee Bank, NA or its holding company, then Cherokee Bank, NA
agrees  to  compensate John M. Floyd & Associates on the same terms as stated in
this  proposal.

We  thank  you  for  the opportunity to submit this proposal and look forward to
working  with you, your staff and your organization.  We would like to begin the
engagement  at  your  earliest  convenience.

Sincerely,



Ed Juskowski
Regional Director


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                                                                Mr. Rick Roberts
                                                                  March 22, 2005
                                                                          Page 8


                                          ACCEPTED BY:-
John M. Floyd                             A. R. Roberts, III
Chairman                                  SVP/CFO
John M. Floyd & Associates                Cherokee Bank, National Association
Baytown, Texas                            Canton, Georgia



______________________________________    ______________________________________
Signature                                 Signature


______________________________________    ______________________________________
Date                                      Date


             UPON ACCEPTANCE, PLEASE SIGN BOTH COPIES AND RETURN TO:

                           JOHN M. FLOYD & ASSOCIATES
                               125 N. BURNET DRIVE
                              BAYTOWN, TEXAS 77520


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