EXHIBIT 10.14

                           CHANGE OF CONTROL AGREEMENT

     THIS AGREEMENT, made as of the 17th day of April, 2003, by and between
CHEROKEE BANK, N.A. (hereinafter referred to as "Bank") and JOHN S. MOREAU
(hereinafter referred to as "Employee"), establishes a severance arrangement
between the parties in the event of a change of control of Bank.

                                   WITNESSETH:

     WHEREAS, Employee is currently serving as the Senior Lending Officer of
Cherokee Bank, N.A. and

     WHEREAS, Bank desires that Employee continue to serve as the Senior Lending
Officer of the Bank by providing Employee a measure of security; and

     WHEREAS, Bank wants to continue to have the benefits of Employee's full
time and attention to the affairs of the Bank without diversion due to concerns
about a possible change of control;

     NOW, THEREFORE, in consideration of ONE DOLLAR and other good and valuable
consideration, receipt of which is hereby acknowledged, Bank and Employee agree
as follows:

     1.   PAYMENT OF SEVERANCE AMOUNT. If the Employee's employment by the Bank
          or any subsidiary or successor of the Bank shall be subject to an
          Involuntary Termination within the Covered Period, then the Bank shall
          pay to the Employee an amount equal to the Severance Amount, payable
          within 15 days after the Termination Date. In addition, Employee will
          immediately be entitled to payment of the Severance Amount and the
          other benefits hereunder if, following a Change of Control, any
          successor to Bank refuses to acknowledge and accept the obligations of
          Bank hereunder either directly or by operation of law. If for any
          reason or no reason, the Bank takes the position that some or all of
          the benefits provided hereunder are not due and owing to Employee or
          that it will not pay Employee any or all of the benefits provided
          hereunder, Employee may, at his discretion, submit the resolution of
          such dispute to arbitration as provided in Paragraph 5 below by
          notifying Bank in writing of his intent to do so.

     2.   DEFINITIONS. All the terms defined in this Paragraph 2 shall have the
          meanings given below throughout this Agreement.


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          (a)  An "AFFILIATE" shall mean any entity, which owns or controls, is
               owned by or is under common ownership or control with, the Bank.

          (b)  "BASE ANNUAL SALARY" shall, as determined on the Termination
               Date, be equal to the greater of:

               i.   the Employee's annual salary excluding bonuses and special
                    incentive payments on the date of the earliest Change of
                    Control to occur during the Covered Period; or
               ii.  the Employee's annual salary excluding bonuses and special
                    incentive payments on the Termination Date.

          (c)  "CHANGE IN DUTIES" shall mean any one or more of the following:

               i.   a significant change in the nature or scope of the
                    Employee's authorities or duties from those applicable to
                    him immediately prior to the date on which a Change of
                    Control occurs;
               ii.  a reduction in the Employee's Base Annual Salary from that
                    provided to him immediately prior to the date on which a
                    Change of Control occurs;
               iii. any diminution in the Employee's eligibility to participate
                    or level of participation in bonus, stock option, incentive
                    award and other compensation plans which provide
                    opportunities to receive compensation, from the greater of:

                    -    the opportunities provided by the Bank (including its
                         subsidiaries) for executives with comparable duties: or
                    -    the opportunities under any such plans under which he
                         was participating immediately prior to the date on
                         which a Change of Control occurs;
               iv.  a diminution in employee benefits (including but not limited
                    to medical, dental, life insurance and long-term disability
                    plans) and perquisites applicable to Employee, from the
                    greater of:

                    -    the employee benefits and perquisites provided by the
                         Bank (including its subsidiaries) to executives with
                         comparable duties; or


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                    -    the employee benefits and perquisites to which he was
                         entitled immediately prior to the date on which a
                         Change in Control occurs;
               v.   a change in the location of the Employee's principal place
                    of employment by the Bank (including its subsidiaries) by
                    more than 50 miles from the location where he was
                    principally employed immediately prior to the date on which
                    a Change of Control occurs to which Employee has not agreed;
               vi.  any reduction in the Employee's title with Bank;
               vii. if Employee, because of any change in circumstances
                    resulting from a Change of Control, is adversely affected
                    with respect to his ability to exercise the authorities,
                    powers, functions or duties attached to his position
                    immediately prior to the date on which a Change of Control
                    occurs.

          (d)  A "CHANGE OF CONTROL" shall be deemed to have occurred if:

               i.   any "person," including a "group" as determined in
                    accordance with section 13 (d) (3) of the Securities
                    Exchange Act of 1934 (the "Exchange Act") (other than the
                    Bank, any subsidiary of the Bank, or any employee benefit
                    plan, as defined in ERISA, of any of the foregoing) is or
                    becomes the beneficial owner, directly or indirectly, of
                    securities of the Bank representing 25% or more of the
                    combined voting power of the Bank's then outstanding
                    securities;
               ii.  as a result of, or in connection with, any tender offer or
                    exchange offer, merger or other business combination, sale
                    of assets or contested election, or any combination of the
                    foregoing transactions (a "Transaction"), the persons who
                    were directors of the Bank before the Transaction shall
                    cease to constitute a majority of the Board of Directors of
                    the Bank or any successor to the Bank;
               iii. the Bank is merged or consolidated with another corporation
                    and as a result of the merger or consolidation less than 75%
                    of the outstanding voting securities of the surviving or
                    resulting corporation shall then be owned in the aggregate
                    by the former shareholders of the Bank, other than (x)
                    affiliates within the meaning of the Exchange Act or (y) any
                    party to the merger or consolidation;
               iv.  a tender offer or exchange offer is made and consummated for
                    the ownership of securities of the


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                    Bank representing 50% or more of the combined voting power
                    of the Bank's then outstanding voting securities; or
               v.   the Bank transfers substantially all of its assets to
                    another corporation, which is not a wholly owned subsidiary
                    of Bank.

          (e)  "COVERED PERIOD" for the Employee shall mean one year following
               the occurrence of any Change of Control, including a Change of
               Control following another/other Change(s) of Control.

          (f)  "INVOLUNTARY TERMINATION" shall mean any termination which:

               i.   does not result from a resignation by the Employee (other
                    than a resignation pursuant to clause (ii) of this
                    subparagraph (f)); or
               ii.  results from a resignation following any Change in Duties;
                    provided, however, the term "Involuntary Termination" shall
                    not include:

                         -    a Termination for Cause, or


                         -    any termination as a result of death, disability,
                              or normal retirement pursuant to a retirement plan
                              to which the Employee was subject prior to any
                              Change in Control.

          (g)  "SEVERANCE AMOUNT" is equal to one hundred percent (100%) of the
               Employee's Base Annual Salary, plus an amount equal to the
               average of the annual amounts Employee was awarded during the
               preceding three years under the Bank's Senior Management
               Incentive Compensation Plan.

          (h)  "TERMINATION FOR CAUSE" shall mean only a termination as a result
               of fraud, gross negligence, gross dereliction of duties,
               misappropriation of or intentional material damage to the
               property or business of the Bank (including its subsidiaries), or
               a commission of a felony by the Employee. In the event that the
               Bank takes the position that there is a Termination for Cause,
               the Bank shall so notify the Employee in writing at the
               Termination Date and Employee may, at his discretion, submit the
               determination of such matter to arbitration by notification to
               Bank that he elects his rights pursuant to Paragraph 5 below
               within thirty (30) days after the receipt of such notification.


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          (i)  "VOTING SECURITIES" shall mean any securities, which ordinarily
               possess the power to vote in the election of directors without
               the happening of any pre-condition or contingency.

     3.   OTHER EMPLOYEE BENEFITS.  If the Employee's employment by the Bank or
          ------------------------
          any subsidiary or successor of the Bank shall be subject to an
          Involuntary Termination within the Covered Period, then the following
          provisions shall also apply:

          (a)  MEDICAL DENTAL, LIFE INSURANCE AND LONG-TERM DISABILITY BENEFITS.
               To the extent that the Employee or any of the Employee's
               dependents may be covered under the terms of any medical, dental,
               life insurance or long-term disability plans of the Bank (or any
               subsidiary) for active employees immediately prior to the
               termination, the Bank will provide the Employee and those
               dependents with equivalent coverages for twenty-four (24) months
               from the termination. The coverages may be procured directly by
               the Bank (or any subsidiary, if appropriate) apart from, and
               outside of the terms of the plans themselves; provided that the
               Employee and the Employee's dependents comply with all of the
               conditions of the medical, dental, life insurance or long-term
               disability plans. In consideration for these benefits, the
               Employee must make contributions equal to those required from
               time to time from Executive Officers of Bank (or its
               subsidiaries) for equivalent coverages under the medical, dental,
               life insurance, or long-term disability plans. Bank shall not be
               entitled to amend or modify the benefits for Employee or any of
               his dependents or any of the terms or conditions thereof without
               the prior written consent of Employee. The foregoing health
               benefits are not intended to be a substitute for any benefits
               required under COBRA. Notwithstanding the foregoing, Employee's
               rights to the foregoing benefits shall terminate as to any
               benefit on substantially similar terms, without limitations or
               exclusions for pre-existing conditions or similar limitations,
               through a program of a subsequent employer.

          (b)  PROFIT-SHARING PLANS. An amount equal to the amount of the
               Employee's account balance which is not vested under any
               profit-sharing plans (including, without limitation, plans with
               401(k) arrangements) maintained by Bank immediately prior to the
               termination of Employee shall be paid by Bank to Employee within
               15 days after the Termination Date. Such amount shall be repaid
               by Employee to Bank, without interest, in the event


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               that the profit-sharing plan(s) is/are terminated and Employee
               receives distribution of his fully vested account from a
               terminated plan. In addition, at each of the two consecutive plan
               year ends the first of which coincides with or next follows the
               Termination Date, Bank shall pay to Employee (within 15 days
               after the end of the plan year) the amounts which employee would
               have been allocated under the profit-sharing plans from
               contributions (including, without limitation, matching
               contributions under any 401(k) plan or arrangement) made by the
               Bank for such plan years had Employee not been terminated, had he
               continued to earn the Base Annual Salary, and had he elected to
               make employee deferrals to any 401(k) plan at the level such
               deferrals were made by Employee immediately prior to his
               termination. In addition, if the Employee has, or should have, an
               Excess Benefit Account under the Supplemental Executive
               Retirement Program or similar account under any other deferred
               compensation plan which is designed to supplement the Bank's 401
               (k) plan, the entire account, including any nonvested portion,
               shall be paid by Bank to Employee within 15 days after the
               Termination Date. If, at the two consecutive plan year ends of
               the Excess Plan (or other deferred compensation plan, as
               applicable) the first of which coincides with or next follows the
               Termination Date, Employee's Excess Benefit Account, or similar
               account under any other deferred compensation plan would have
               been credited with amounts (based on Employee's Base Salary
               Amount and employee deferrals to any 401 (k) and other deferred
               compensation plans at the level such deferrals were made by
               Employee immediately prior to his termination) if Employee had
               not been terminated, then Bank shall pay to Employee said amounts
               within 15 days after the end of each respective plan year. The
               Excess Plan shall be deemed amended to reflect the above
               provisions as applicable to Employee and the provisions shall
               also apply to any deferred compensation plan, which is
               subsequently adopted by Bank under which Employee participates.

          (c)  STOCK PLANS. Employee shall receive full vesting and all
               restrictions against Employee shall lapse with respect to and
               under any stock plans maintained by Bank immediately prior to the
               Termination Date. Employee shall have six months following the
               Termination Date in which to exercise the rights granted below.
               The six-month exercise period shall apply notwithstanding any
               shorter exercise period, which may be provided for under the
               stock option agreement in the case of Employee's termination of
               employment. To the extent that the


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               provision set forth in the previous sentence conflicts with
               Employee's stock option agreement, the stock option agreement is
               deemed amended and the provision in the previous sentence shall
               control. Provided, however, the exercise period shall in no event
               be extended beyond the date on which the option would expire
               under the stock option agreement if Employee had not been
               Terminated. During the six-month period (or shorter period if the
               options would expire within such shorter period under the stock
               option agreement if Employee had not been terminated) following
               the Termination Date, the Employee shall be entitled to elect one
               (but not more than one) of the following alternatives:

                         1)   To exercise any stock options not exercised prior
                              to the Termination Date;
                         2)   To make a written demand for payment by Bank of an
                              amount equal to the difference between the value
                              of the stock which is subject to the options and
                              the exercise price for the stock subject to said
                              options. For this purpose, the "value" of the
                              stock subject to the options shall be the greater
                              of (i) the fair market value of the stock on the
                              date Employee demands payment hereunder, or (ii)
                              the highest fair market value of the stock on the
                              date any Change of Control occurred, or (iii) the
                              highest consideration (whether in cash or in kind)
                              paid in connection with any Change of Control
                              event to any shareholder of Bank for such
                              shareholder's shares of stock in Bank by the
                              "person" or "group," as determined in accordance
                              with Section 13(d) (3) of the Exchange Act, which
                              attained control pursuant to said Change of
                              Control event, Bank shall make payment of the
                              appropriate amount, as determined above, within 15
                              days after Employee makes the written demand.

          (d)  MISCELLANEOUS BENEFITS. Employee may continue using any
               Bank-owned automobile and any Bank-provided country club
               privileges through the end of the month in which the Termination
               date occurs.


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          (e)  OTHER EMPLOYEE BENEFITS. The benefits hereunder shall not be
               affected by or reduced because of any other benefits (including,
               but not limited to, a severance pay plan which is independent of
               a Change of Control) to which Employee may be entitled by reason
               of his continuing employment with Bank or the termination of his
               employment with Bank, and no other such benefit by reason of such
               employment shall be affected or reduced because of the benefits
               bestowed by this Agreement; provided, however, that the foregoing
               will not be interpreted to require duplicative medical benefits.

     4.   GOLDEN PARACHUTE PAYMENT. It is the intention of the parties that the
          -------------------------
          Severance Amount payments and other payments under this Agreement are
          reasonable compensation for Employee's service to Bank and its
          subsidiaries and shall not constitute "excess parachute payments"
          within the meaning of section 280G of the Internal Revenue Code of
          1986, as amended, and any regulations thereunder. If the independent
          accountants active as auditors for the Bank on the date of a Change of
          Control (or another accounting firm designated by them) determine that
          the Severance Amount payments or other payments under this Agreement
          constitute "excess parachute payments" (without taking into account
          any amounts in excess of 299 percent (299%) of the "base amount," as
          defined in Section 280G(b) (3) which might otherwise be "reasonable
          compensation" within the meaning of section 280G (b) (4)), then the
          payments under this Agreement shall, in lieu of the payments otherwise
          due, be increased to the sum of (a) the base amount, as defined in
          Section 280G (b) (3) plus (b) an amount equal to the quotient of (i)
          the "excess parachute payment," as defined in Section 280G (b),
          divided by (ii) one (1) minus the rate of tax (expressed as a decimal)
          imposed under Code Section 4999. The purpose of the preceding sentence
          is that payments hereunder are "grossed up" so that Employee will
          receive all amounts due under this Agreement without diminution by
          reason of taxes imposed under Section 4999.

     5.   ARBITRATION AND LITIGATION.
          ---------------------------

          (a)  Arbitration is not required of Employee to resolve any dispute
               with Bank hereunder, but is merely an alternative to resolve the
               dispute available to Employee if he elects to use it. Bank shall
               have no right to avail itself of arbitration unless Employee
               agrees to arbitration. All arbitrations pursuant to this
               Agreement


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               shall be determined in accordance with the rules of the American
               Arbitration Association then in effect, by a single arbitrator if
               the parties shall agree upon one, or by three arbitrators, one
               appointed by each party, and a third arbitrator appointed by the
               two arbitrators selected by the parties, all arbitrators from a
               panel proposed by the American Arbitration Association. If any
               party shall fail to appoint an arbitrator within thirty (30) days
               after it is notified to do so, then the arbitration shall be
               accomplished by a single arbitrator. Unless otherwise agreed by
               the parties hereto, all arbitration proceedings shall be held in
               Canton, Georgia. Each party agrees to comply with any award
               rendered in such proceeding. The decision of the arbitrator (s)
               shall be tendered within sixty (60) days after final submission
               of the parties in writing or any hearing before the arbitrators
               and shall include their individual votes. If Employee is entitled
               to any award pursuant to the determination reached in the
               arbitration proceeding, he shall be entitled to payment by Bank
               of all attorney's fees, costs and other out-of-pocket expenses
               incurred in connection with arbitration.

          (b)  In the event that any dispute hereunder is resolved through
               litigation, and Employee's position in such litigation is
               sustained to any extent by the court, then Bank agrees that it
               shall pay all of Employee's attorney's fees, court costs and
               other out-of-pocket expenses relating to litigation.


     6.   NOTICES.  Notices and all other communications under this Agreement
          -------
          shall be in writing and shall be deemed given when personally
          delivered or mailed by United States registered or certified mail,
          return receipt requested, postage prepaid, address as follows:

               If to the Bank to:
               Cherokee Bank, N.A.
               P O Box 4250
               Canton, GA  30114



               If to the Employee to:
               John S. Moreau
               1124 BridgeMill Avenue
               Canton, GA  30114


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          or to such other address as either party may furnish to the other in
          writing, except that notice of changes of address shall be effective
          only upon receipt.

     7.   APPLICABLE LAW.  This contract is entered into under, and shall be
          ---------------
          governed for all purposes by, the laws of the State of Georgia.


     8.   SEVERABILITY.  If a court of competent jurisdiction determines that
          -------------
          any provision of this Agreement is invalid or unenforceable, then the
          invalidity or unenforceability of that provision shall not affect the
          validity or enforceability of any other provision of this Agreement
          and all other provisions shall remain in full force and effect.


     9.   WITHHOLDING OF TAXES; SET-OFF.  Bank may withhold from any benefits
          ------------------------------
          payable under this agreement all federal, state, city and other taxes
          as may be required pursuant to any law, governmental regulation or
          ruling. The right of Employee to receive benefits under this
          Agreement, however, shall be absolute and shall not be subject to any
          set-off, counterclaim, recoupment, defense, duty to mitigate, or other
          rights Bank may have against him or anyone else.


     10.  NOT AN EMPLOYMENT AGREEMENT; SUBSEQUENT EMPLOYMENT. Nothing in this
          ---------------------------------------------------
          Agreement shall give the Employee any rights (or impose any
          obligations) to continued employment by the Bank or any subsidiary or
          successor of the Bank, nor shall it give the Bank any rights (or
          impose any obligations) for the continued performance of duties by the
          Employee for the Bank or any subsidiary or successor of the Bank.
          Employee's right to receive benefits under this Agreement shall not be
          reduced by Employee's employment with any other employer after
          terminating employment with the Bank. Any compensation for services
          rendered or consulting fees earned after the date of termination shall
          not diminish Employee's right to receive all amounts due hereunder.
     11.  NO ASSIGNMENT.  The Employee's right to receive payments or benefits
          --------------
          under this Agreement shall not be assignable or transferable, whether
          by pledge, creation of a security interest or otherwise, other than a
          transfer by will or by the laws of descent and distribution. In the
          event of any attempted assignment or transfer contrary to this
          paragraph the Bank shall have no liability to


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          pay any amount so attempted to be assigned or transferred. This
          Agreement will inure to the benefit of and be enforceable by the
          Employee's personal or legal representatives, executors,
          administrators, successors, heirs, distributees, devisees and
          legatees.

     12.  SUCCESSORS.  This Agreement shall be binding upon and inure to the
          -----------
          benefit of the Bank, its successors and assigns (including, without
          limitation, any Bank into or with which the Bank may merge or
          consolidate). The Bank agrees that it will not effect the sale or
          other disposition of all or substantially all of its assets under
          either (i) the person or entity acquiring the assets or a substantial
          portion of the assets shall express assume by an instrument in writing
          all duties and obligations of the Bank under this Agreement or (ii)
          the Bank shall provide, through the establishment of a separate
          reserve for the payment in full of all amounts which are or may
          reasonably be expected to become payable to the Employee under this
          Agreement.

     13.  EMPLOYEE'S INDEMNITY.  Employee shall be entitled to the indemnity
          ---------------------
          provided to officers of Bank immediately prior to the Change of
          Control. Any changes to Bank's bylaws or otherwise which reduce any
          indemnity granted to officers shall not affect the rights granted
          hereunder. Bank shall not reduce any of Employee's indemnity benefits
          without the prior written consent of the Employee. Any references to
          Georgia law in the bylaws of Bank or other documents granting
          indemnity to Employee shall be deemed to be references as of the date
          of this Agreement, and any amendments to Georgia law, including a
          revocation thereof, shall not reduce the indemnity benefits granted
          hereunder.

     14.  COST OF ENFORCEMENT; INTEREST.  Subject to the provisions of Paragraph
          ------------------------------
          5 above, in the event the Employee collects any part of the Severance
          Amount or other benefits hereunder or otherwise enforces the terms of
          this Agreement through a lawyer or lawyers, Bank will pay all costs of
          such collection or enforcement, including reasonable legal fees
          incurred by the Employee. In addition, Bank shall pay to Employee
          interest on all or any part of the Severance Amount or other benefits
          hereunder that is not paid when due at a rate equal to the Prime Rate
          as announced by the _____________________ or its successors from time
          to time.


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     15.  TERM.  This agreement shall be effective as of the date first above
          -----
          written and shall remain in effect for a period of three years.
          Notwithstanding anything herein to the contrary, in the event of a
          Change of Control during the initial, or any subsequent, term of this
          Agreement, this Agreement shall remain in effect until the later of
          (a) the end of the term of the agreement or (b) the day after the last
          day in the Covered Period. This Agreement, unless terminated as
          provided below, shall be automatically renewed to add an additional
          year after each year expires, so that the term is always three years,
          without further action by the Employee or the Bank. This Agreement can
          be terminated only by either party giving the other notice on or
          before June 30 of the year of termination. If the agreement is
          terminated under the preceding sentence, the term shall continue for
          two years after the end of the year in which the notice of termination
          was given. If notice of termination is given after June 30 of a year,
          then the term of the Agreement shall continue for three years after
          the end of the year in which the notice of termination was given.

     IN WITNESS WHEREOF, the parties have caused this agreement to be executed
     and delivered as of the day and year first above written.


     CHEROKEE BANK, N.A.


     By:  /s/ Donald F. Stevens
          ---------------------
     Its: Chairman

     By:  /s/ Dennis W. Burnette
          ----------------------
     Its: President and CEO


     EMPLOYEE:


     /s/ John S. Moreau
     ------------------
     JOHN S. MOREAU


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