EXHIBIT 10.16


                     DATA PROCESSING SERVICES RENEWAL ORDER

InterCept  agrees  to  provide  Customer  with  the  following  Data  Processing
Services.  The  following  terms and conditions are in addition to the terms and
conditions  of  the  Master  Agreement and General Terms and Conditions attached
thereto.  The  Parties  agree that this Order is incorporated into and made part
of  the  Master  Agreement,  and  is subject to the General Terms and Conditions
contained  therein.  In  the event that these terms and conditions conflict with
any  term  or condition set forth in the Master Agreement, the term or condition
set  forth  in  the Master Agreement shall control unless otherwise specified in
writing  by  the  Parties.

This  Data Processing Services Renewal Order is effective upon execution by both
parties.  The  term  of  this Order is 60 months (5 years), which shall commence
upon  the  date  indicated  below  (the  "Term  Commencement  Date"):

           (Check One)

     -     Date of renewal of an existing Data Processing Services Order

     -     Date specified by the Parties:______________

The  term  of  this  Order  shall be extended automatically for additional terms
unless,  at least 180 days prior to such automatic extension, either party shall
deliver  written  notice  upon  the  other of its intention that such Processing
Services  shall  not  be so extended, in which case the Data Processing Services
shall  continue  through  the  remaining  term  but shall not be extended absent
written  agreement  by  both  Parties.

The  attached  Data  Processing  Proposal  contains  a  description  of Fees and
Services.

1.     DEFINITIONS.  Capitalized  terms  shall  have  the  following  meanings.
Capitalized  terms used but not otherwise defined herein shall have the meanings
given  to  them  in  the  General  Terms  and  Conditions.

1.1     "InterCept  System"  means  the  hardware and InterCept software used by
         -----------------
InterCept  to  provide  the  Processing  Services  hereunder.

1.2     "Processing  Services"  means  the bank and account processing and other
         --------------------
services to be provided by InterCept hereunder and identified on the description
of  services  attachment.

2.     SERVICES.

2.1     Data  Processing.  InterCept  agrees to furnish to Customer and Customer
        ----------------
agrees  to  obtain from InterCept the Processing Services for the term set forth
herein.  Customer  may  obtain  additional  products  and  services  offered  by
InterCept  at  InterCept's  then  current  prices  for  such  services.

2.2     Data  Retention.  InterCept  shall  retain  data  for  60 days following
        ---------------
processing,  and  may  destroy  all data thereafter, or as otherwise mandated by
regulatory  guidelines  and  requirements.

2.3     Fees.  Customer  agrees  to  pay the fees for such services as set forth
        ----
herein.


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3.     TRANSMISSION.  Customer shall provide all data for input to the InterCept
System  for  processing  in  a  format  and manner, and within the required time
frame,  for  proper  overnight  processing.  Customer  shall  determine  and  be
responsible  for  the  authenticity  and  accuracy  of  all information and data
submitted  to  InterCept,  and  for  confirming the accuracy of data and reports
received  from  InterCept.  Customer  shall  review  all  reports  furnished  by
InterCept  within  5  days  for  accuracy,  shall  notify  InterCept  of  all
discrepancies  or  out  of balance reports, and work with InterCept to reconcile
any  out  of  balance  conditions.  If  data  is to be transmitted from multiple
sources,  InterCept  will not begin processing until all data has been received.
The  Customer  is  also  responsible  for  retention  and backup of all data and
processing  records  provided  by  InterCept.

4.     DISASTER  RECOVERY.  InterCept  has  in  place  a  disaster recovery plan
designed  to  minimize,  but  not  eliminate,  risks  associated with a disaster
affecting  the InterCept System and the Processing Services.  InterCept does not
warrant  that  service  will  be  uninterrupted  or error free in the event of a
disaster.  Customer  is  responsible  for  adopting  a  disaster  recovery  plan
relating to disaster's affecting Customer's facilities and for securing business
interruption  insurance  or other insurance necessary for Customer's protection.
InterCept  shall  maintain  adequate  backup  procedures  including  storage  of
duplicate  record  files  as necessary to reproduce Customer's records and data.
In  the event of a service disruption due to reasons beyond InterCept's control,
InterCept  shall  use  diligent  efforts  to  mitigate  the  effects  of such an
occurrence.  Per  section  2.5.c  of  the  Master Agreement, Customer may review
InterCept's  disaster recovery plan.  InterCept shall provide to Customer a copy
of  the  results  from  the  most recent test of the disaster recovery plan upon
request.

5.     SERVICE  PERFORMANCE  STANDARDS.

5.1     Percentage  Up  Time.  InterCept  shall ensure that the InterCept System
        --------------------
and  the Processing Services are available for daily processing tasks 98% of the
time each month during regular hours of operation as set forth below.  InterCept
will  also be responsible for ensuring the InterCept System has a reasonable end
user  response  time.

5.2     Hours  of  Operation.
        --------------------

     (a)  The  System  will  be  staffed  8:00  a.m.  to  8:30  p.m.  Eastern
          Standard  Time, Monday through Friday. The System will not be attended
          on  Saturdays,  Sundays,  or  on  the holidays observed by the Federal
          Reserve Bank, including the following:

          New Year's Day               President's Day

          Martin Luther King Day       Thanksgiving Day

          Memorial Day                 Christmas Day

          Independence Day             Columbus Day

          Labor Day                    Veteran's Day

     (b)  InterCept  shall  ensure  that  stand-by  paging  service  will  be
          available to Customer at all other times.


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     (c)  Other  than  during  nightly  batch  processing  and  required  System
          maintenance,  InterCept  agrees  to  provide on-line access 24 hours a
          day, 7 days a week.

5.3     Extension  of Hours.  InterCept will use its best efforts to accommodate
        -------------------
requests  for  exceptions  or extensions of the hours of operation.  These hours
may  be  modified based on dependencies with reporting files required to be sent
to  other  servicing  organizations.

5.4     Exclusions.  InterCept  shall  not  be  responsible  for  (i)
        ----------
telecommunications  failures,  (ii)  service  interruptions  beyond  InterCept's
control,  (iii) delay or failure of any third party courier or delivery service,
or  (iv)  failure  of  any  third  party  vendor  to deliver information, files,
magnetic  media,  products, support or services, or other materials required for
InterCept  to  provide  services  hereunder.

5.5     Service  Performance  and Standards Remedy.  Notwithstanding section 4.2
        ------------------------------------------
of  the  Master  Agreement,  InterCept  and  Customer  agree  that the following
provision  represents  the  Customer's sole and exclusive remedy for InterCept's
failure  to  meet  any  service  performance  standard.

If  InterCept  or  the InterCept System fails to meet the percentage up-time and
performance  standards  specified  above and such failure is not the result of a
Customer  error or omission, any act, failure or omission of any third party, or
any  other  circumstance  beyond  InterCept's  control,  Customer  shall  notify
InterCept  immediately in writing specifying the performance standard(s) not met
and  the  nature  of  the deficiency.  Within 15 days of receipt of such notice,
InterCept shall establish and provide Customer in writing with an action plan to
meet  the  service  performance  standard(s).  Upon  expiration  of  such 15-day
period,  InterCept  shall  have  30  days  to  bring  its  performance  to  the
percentage/standard  specified  in  the  relevant  service performance standard.
InterCept  shall  report the nature and status of its efforts at the end of such
period.  Should  InterCept's  performance  remain  below the applicable standard
after  such 30-day period, InterCept shall have an additional 60 days to correct
the  situation  and  bring  the affected performance up to the standard.  During
this  period,  Customer  will  be  provided  with a 15% reduction in the monthly
InterCept  invoice  for  each  month  that  the  performance  standard(s) remain
deficient.

Should  InterCept's performance remain below the service standards following all
such periods, Customer may elect to either (i) provide InterCept with additional
time to improve the affected standard, during which time Customer will receive a
15%  reduction  in  the monthly InterCept invoice, or (ii) terminate the service
agreement  by  giving InterCept written notice of termination.  Such termination
shall  be  without  penalty  or  any  charge  to Customer other than charges for
service  fees  incurred  prior  to  the  effective  date  of  termination.

5.6     Time  Schedules.  Customer  and  InterCept  shall  establish  a mutually
        ---------------
agreeable  time  schedule  for  the  receipt  and  delivery  of  work.  Customer
acknowledges  that such time schedule will be constrained by limitations outside
of  InterCept's  control such as but not limited to the courier service provided
by the customer, Federal Reserve cutoff times, the Customer's account processing
deadline  requirements, the quantity and quality of the Customer's transactions,
and  the  backup  and  maintenance  of  the  InterCept  System.


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6.     PROBLEM  REPORTING  AND  RESOLUTION

6.1     Problem  Reporting.  Customer  is  responsible for reporting problems to
        ------------------
InterCept's  customer  service  or  operations  staff  at the contact numbers or
addresses  provided  by  InterCept  from  time  to  time.

6.2     Problem  Response.  InterCept  shall  respond  to  each reported problem
        -----------------
promptly  based  on  the  severity  of  the problem and its effect on Customer's
operations.  InterCept shall use reasonable commercial efforts to either resolve
each  problem or provide Customer with information to allow Customer's personnel
to address the problem.  In the event the resolution of a reported problem which
materially  impacts  Customer's  operations will carry-over to the next business
day, InterCept will provide Customer with a status report for the problem and an
estimate  of  the  resolution  time  and  course,  if  possible.

7.     INSURANCE.  InterCept shall maintain fidelity bond coverage for dishonest
acts  committed  by  InterCept's  personnel.  InterCept shall maintain insurance
covering  hazards,  including  losses caused by fire, disaster, and other events
that  may interrupt normal service.  InterCept shall maintain insurance covering
Errors  and  Omissions.  Such  coverage's  shall  be in amounts as determined by
InterCept.  Upon  request,  InterCept  shall  furnish  Customer  with applicable
certificates  of  insurance.

8.     THIRD  PARTY  AUDIT.  InterCept  shall  provide to Customer a copy of any
third  party service audits of the records of InterCept upon request and payment
by Customer of a reasonable and customary charge.  If requested, InterCept shall
also  provide  to  Customer  annual  audited  financial  information  regarding
InterCept  at  no  charge.

9.     TERMINATION.  Notwithstanding  sections  4.2  and  4.3  of  the  Master
Agreement,  InterCept  and  Customer  agree  as  follows:

9.1     Termination  by  Customer.
        -------------------------

     (a)  Customer  may  terminate  this  Order  at  any  time  upon  180  days
          written notice accompanied by payment of liquidated damages.

     (b)  If  Customer  terminates  this  Agreement  prior  to  its  expiration
          date,  Customer  acknowledges that InterCept will suffer a substantial
          loss  and/or  damages  that  are  difficult or impossible to estimate.
          Accordingly,  in an effort to liquidate in advance the sum that should
          represent  the  loss  or  damages which would be actually sustained by
          InterCept  as  the  result  of any such early termination by Customer,
          Customer  shall  pay  InterCept  the  following  amount  as liquidated
          damages: (i) If Customer pays for the Processing Services on a monthly
          basis,  then  such  damages shall be equal to 80% of the average total
          monthly  fees  for  such  Processing  Services  payable by Customer to
          InterCept  for  the  six months prior to the notice of termination (or
          for all prior months if this Order has been in effect or InterCept has
          been  providing  the  Processing  Services  for  less than six months)
          multiplied by the number of months remaining in the then current term.
          (ii)  If  the payment period is quarterly, then the liquidated damages
          shall  be  equal  to  80% of the average of the two quarterly payments
          immediately preceding the


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          notice  of  termination  multiplied  by  the number of payment periods
          remaining.  (iii)  If  the  payment period is annual, then the damages
          shall  be  80%  of the previous annual fee multiplied by the number of
          payment  periods remaining, including partial periods. Customer agrees
          that  such  amount  is a reasonable estimate of damages that InterCept
          will incur in the case of such early termination, and that such amount
          does  not  constitute  a  penalty.  In  addition  to  the  payment  of
          liquidated  damages,  Customer  shall  pay  immediately all previously
          invoiced and unpaid amounts.

     (c)  Customer  may  terminate  this  Order  upon  the  occurrence of any of
          the  following:  (i)  InterCept's  material breach of any provision of
          this  Order  if InterCept has not cured or initiated adequate steps to
          cure such breach or failure within 30 days following written notice of
          such  breach  or  failure to InterCept; or (ii) InterCept ceases to do
          business,  makes  a  composition  or  assignment  for  the  benefit of
          creditors,  becomes  bankrupt or insolvent, or is found subject to any
          provisions of the bankruptcy code concerning involuntary bankruptcy or
          similar  proceeding.  If  any  breach  or  failure  materially affects
          Customer's  ability  to conduct its operations in accordance with safe
          and  sound  banking practices or materially affects Customer's ability
          to  service  its customers, then such notice period shall be shortened
          to  10 business days. Termination may be immediate or at a future date
          to allow for a conversion to an alternate product or service provider.
          In  no  event  shall  InterCept  be  responsible  for Customer's costs
          associated  with  identification,  selection,  engagement,  or
          implementation of a replacement vendor.

9.2     Termination  by  InterCept.  InterCept may terminate this Order upon the
        --------------------------
occurrence of any of the following: (i) 180 days written notice prior to the end
of  the  term as set forth in this Order; (ii) Customer's material breach of any
provision  of  this  Order  if  the Customer has not cured or initiated adequate
steps  to cure such breach or failure within 30 days following written notice of
such  breach  or  failure to Customer; or (iii) Customer fails to pay any fee or
charge  when  due.  Customer  agrees  to pay the liquidated damages set forth in
section  10.1  if  this  Order  is  terminated  pursuant to (ii) or (iii) above.

10.     COMMUNICATIONS.

10.1     Responsibility.  Customer  shall  bear  all  risk  of loss or damage to
         --------------
items,  records,  other  input  data,  or  Reports  and other output data during
communication  or  delivery  of  such data between the Customer's office and the
InterCept  System.  Customer  shall be responsible for and shall pay all charges
related  to  communications  between  Customer  and  the  InterCept  System.

10.2     Equipment  Compatibility.  Customer  agrees  that it is responsible for
         ------------------------
all  communications  between  Customer  and  the  InterCept  System.  When
communicating  with,  or  transferring  data  to,  or  receiving  data from, the
InterCept  System, Customer shall, at its own cost and expense, use and maintain
only  such  terminals,  modems and other hardware, firmware and software (herein
collectively  referred  to  as  the  "Equipment")  as may be compatible with the
systems  and  communications  networks  of the InterCept System.  The Customer's
Equipment  must  be  completely  compatible  with the systems and communications
networks  of the InterCept System and, if requested by InterCept, Customer shall
be  responsible  for  providing  sufficient  information


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                                                    CONFIDENTIAL_________INITIAL
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about  the  Equipment  to  InterCept  and  for  performing  adequate  tests  to
demonstrate  that  the  Equipment  is  in  good  working  order  and  completely
compatible with the systems and communications networks of the InterCept System.

10.3     Establishing  and  Maintaining Communications.  Unless otherwise agreed
         ---------------------------------------------
by  the  parties,  InterCept  shall  schedule and arrange for the communications
services,  including  communications  equipment  installation,  with  the
communication  provider.  Customer  shall  be responsible for paying all charges
imposed  by  the provider of the communications equipment, such as the telephone
company,  for  the  Equipment  installation,  as  well  as  for  any charges for
additional  connections  or  changes to locations or future services.  InterCept
shall  not  be  responsible for the reliability or continued availability of the
telephone lines, communications facilities, or electrical power used by Customer
in utilizing the Processing Services provided by InterCept hereunder.  InterCept
will cooperate with communications vendors as appropriate so that communications
between  Customer  and  the  InterCept  System  function  properly.

10.4     Communications  Network  Security.
         ---------------------------------

Customer  will have installed a Microsoft Windows and Frame Relay based network,
which may be provided by InterCept under separate contract or may be provided by
the  Customer.  Customer  is  responsible for all physical security of Equipment
and  communication  lines  at  Customer facilities.  Customer is responsible for
creating  and  maintaining  all  applicable  policies and procedures relating to
security such as requiring authentication that limits access to authorized users
only.  Customer  is  responsible  for  creating  and  maintaining  all Microsoft
Windows  system  logons  as  well  as  monitoring  those  logons  through  audit
capabilities as provided by Microsoft.  Customer is responsible for creating and
maintaining all InterCept BancPac application logons as well as monitoring those
logons  through  audit  capabilities  as  provided  by  BancPac.  InterCept  is
responsible  for  all  physical  and  systems  security  for  equipment  and
communication  lines  located  in  their  facilities.

11.     DECONVERSION.  Upon Customer's request, InterCept shall furnish one test
set  and  one  live set of Customer's data files as of the date specified by the
Customer  in  InterCept's  standard machine readable format form along with such
information  as is reasonable and customary to enable Customer to deconvert from
the InterCept System.  Requests for media or format other than that stated above
may  be  available  for  additional  charges.  Customer  files will be delivered
provided  that  Customer  consents,  agrees,  and authorizes InterCept to retain
Customer's  files until (i) InterCept has been paid in full for all fees for all
services  provided  hereunder  through  the  date  such  files  are  returned to
Customer,  and InterCept has been paid any and all other amounts that are due or
will  become  due  under  this  Order,  including,  but  not  limited  to,  data
communication  lease  obligations, if any; (ii) InterCept has been paid its then
current time and materials rates for de-conversion assistance, which is equal to
the  greater of $10,000 or the two month fee for Data Processing Services as set
forth  herein,  (iii) if this Order is being terminated, InterCept has been paid
any applicable termination and cancellation fee pursuant to this Order or Master
Agreement,  and  (iv)  Customer  has  returned  to  InterCept  all  InterCept
Confidential  Information  requested  by  InterCept.  Upon  Customer's approval,
InterCept shall be permitted to destroy customer's files and data any time after
60  days  from  the  final  use  of  such  files  for  processing.


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Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:


By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date


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<TABLE>
<CAPTION>
                                         DATA PROCESSING PROPOSAL FOR NC
                                                  CHEROKEE BANK
                                                   CANTON, GA
                                                    04/26/04

-------------------------------------------------------------------------------------------------------
                Description                                Qty                   List            Ext.
=======================================================================================================
<S>                                             <C>                       <C>                <C>

MONTHLY DATA PROCESSING FEE**
=======================================================================================================
Monthly Per Account Fee up to 10448 accounts                           -             0.3501  $        -
Monthly Per Account Fee over 10448 accounts                            -             0.2976  $        -
Includes DDA, Savings, CD's, Loans, GL, Safety
Deposit Box

Monthly Per CIF Record Fee up to 6060 records                          -             0.1746  $        -
Monthly Per CIF Record Fee over 6060 records                           -             0.1484  $        -

                                                                                             ----------
ESTIMATED TOTAL MONTHLY DATA PROCESSING FEE                                                  $        -

                                                                                             ==========
** THESE FEES ARE BASED UPON NUMBER OF ACCOUNT
PROVIDED BY FINANCIAL INSTITUTION.

MINIMUM MONTHLY DATA PROCESSING FEE

=======================================================================================================
Minimum

SUMMARY LIST OF BANCPAC FEATURES

=======================================================================================================
Customer Information File


Demand Deposit Accounts:                        Loans:
     Checking                                          Add-Ons
     NOW                                               Simple Interest
     Money Market                                      Line of Credit
     Savings                                           Home Equity Loans
     Club
     Certificates of Deposit

Integrated General Ledger and Financial
Management
Enterprise Information System with Key Ratios

Individual Retirement Accounting                Cash Sweep Accounts
Safe Deposit Box Processing                     Executive/Tickler Reminder System
Automatic Funds Transfer System                 ACH Interface
Account Analysis                                Signature Card Imaging Module
Overdraft Protection                            Report Writer
</TABLE>


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<TABLE>
<CAPTION>
                         DATA PROCESSING PROPOSAL FOR NC
                                  CHEROKEE BANK
                                    CANTON, GA
                                     04/26/04

---------------------------------------------------------------------------------
Description                                           Qty             List
=================================================================================
<S>                                               <C>          <C>

MISCELLANEOUS PROCESSING FEES

=================================================================================
Alert Disk (Requested by Regulators)              Each file    $            25.00
Insurance Reporting                               Each file    $            25.00
Credit Bureau Tape                                Each file    $            25.00
Account Reconciliation Issue file/Output file     Each file    $            15.00
IRS Reporting and/or Audit Confirmation Notices   Each notice  $             0.25
Child Support Collection Tape                     Each file    $           200.00
OFAC CIF Sweep                                    Each file             .023/acct
(one time set up fee of $600)                                  $125 mthly minimum
OFAC ACH Screening                                Monthly      $           150.00
(one time set up fee of $250)
SAS 70 Copy                                       Each         $           350.00
Item Center Audit Copy                            Each         $           250.00
Both Sas 70 and Item Center Audit Copy            Both         $           500.00
</TABLE>


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                IMAGE/TRADITIONAL ITEM PROCESSING SERVICES ORDER

InterCept  agrees  to  provide  Customer  with  the  following  Item  Processing
Services.  The  following  terms and conditions are in addition to the terms and
conditions  of  the  Master  Agreement and General Terms and Conditions attached
thereto.  The  Parties  agree that this Order is incorporated into and made part
of  the  Master  Agreement,  and  is subject to the General Terms and Conditions
contained  therein.  In  the event that these terms and conditions conflict with
any  term  or condition set forth in the Master Agreement, the term or condition
set  forth  in  the Master Agreement shall control unless otherwise specified in
writing  by  the  Parties.

This Item Processing Services Order is effective upon execution by both parties.
The  term  of  this  Order is 60 months (5 years), which shall commence upon the
date  indicated  below  (the  "Term  Commencement  Date"):

     -     Date  of  live  conversion

     -     Date  of  renewal  of  an  existing  Data  Processing  Services Order

     -     Date  specified  by  the  Parties:  _________________

The  term  of  this  Order  shall be extended automatically for additional terms
unless,  at least 180 days prior to such automatic extension, either party shall
deliver  written  notice  upon  the  other of its intention that such Processing
Services  shall  not  be so extended, in which case the Item Processing Services
shall  continue  through  the  remaining  term  but shall not be extended absent
written  agreement  by  both  Parties.

1.     DEFINITIONS.  Capitalized  terms  shall  have  the  following  meanings.
Capitalized  terms used but not otherwise defined herein shall have the meanings
given  to  them  in  the  General  Terms  and  Conditions.

1.1     "InterCept  System" means the Hardware and Software used by InterCept to
         -----------------
provide  the  Processing  Services  hereunder.

1.2     "Processing  Services"  means the Image/Traditional processing and other
         --------------------
services  to  be  provided  by  InterCept  hereunder  and  identified  in  the
"IMAGE/TRADITIONAL  ITEM  PROCESSING  DESCRIPTION  OF  SERVICES"  attachment.

2.     SERVICES

2.1     Item  Processing.  InterCept  agrees to furnish to Customer and Customer
        ----------------
agrees  to  obtain from InterCept the Processing Services for the term set forth
herein.  Customer  may  obtain  additional  products  and  services  offered  by
InterCept  at  InterCept's  then  current  prices  for  such  services.  In  the
performance  of Item Processing Services, InterCept accepts no liability for the
payment  of  fraudulent,  postdated,  or  otherwise  improper  documents.

2.2     Data  Retention.  All Data provided to or from InterCept for Customer or
        ---------------
on  behalf  of  Customer involving any third party shall be retained for 60 days
following  processing, and may be destroyed thereafter, or as otherwise mandated
by  regulatory  guidelines  and  requirements.  If


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<PAGE>
image  services  are provided under this agreement then images shall be retained
by  InterCept  for  the  lesser  of  the  term of this agreement or as otherwise
mandated  by  regulatory  guidelines  and  requirements.

2.3     Fees.  Customer  agrees  to pay the fees for such services as identified
        ----
on  the "IMAGE/TRADITIONAL ITEM PROCESSING FEES" attachment.  If overtime and/or
special  handling  is requested by Customer or is required because of delays not
caused  by InterCept, Customer agrees to pay InterCept at its then current rates
for  overtime  and/or  special  handling  for  production operations and for any
associated  out-of-pocket  expenses.

3.     DATA  TRANSMISSION.  Data  Transmission  refers  to data in electronic or
physical  form.

3.1     Time  Schedule.  Customer  and  InterCept  shall  establish  a  mutually
        --------------
agreeable  Time  Schedule  for  the  receipt  and  delivery  of  work.  Customer
acknowledges  that such Time Schedule will be constrained by limitations outside
of  InterCept's  control such as but not limited to the courier service provided
by  Customer,  Federal  Reserve  cutoff  tunes,  Customer's  account  processing
deadline requirements, and the quantity and quality of the Customer's documents.

3.2     Data  Transmission.  Customer  shall  provide  all data for input to the
        ------------------
InterCept  System  for  processing  in  a format and manner, and within the Time
Schedule,  for  proper  processing.  Customer  shall  be  responsible  for  the
authenticity,  accuracy,  reconstruction  capability,  and  delivery  of  all
information  and data submitted to InterCept, and for confirming the accuracy of
transaction  items  received  from InterCept.  All transaction items received by
InterCept are to be deemed approved by Customer.  Any error in transaction items
is  the  sole  responsibility  of  Customer.  The  Customer  is  responsible for
retention  and  backup  of  all  data  and processing records provided to and by
InterCept.

4.     COMMUNICATIONS.

4.1     Equipment  Compatibility.  Customer  agrees  to  use  and  maintain only
        ------------------------
terminals, modems, and other Hardware, firmware, and Software (collectively, the
"Equipment")  compatible  with the InterCept System.  If requested by InterCept,
Customer  shall  provide  sufficient  information  about  the Equipment to allow
InterCept  to perform tests to demonstrate the compatibility of the Equipment to
the  InterCept  System.  Customer shall upgrade Equipment to maintain efficiency
and  compatibility  with  the  InterCept  System  at  the  request of InterCept.

4.2     Establishment of Communications Service.  Unless otherwise agreed by the
        ---------------------------------------
Parties,  InterCept  shall schedule and arrange for the communications services,
including  the  Equipment  installation,  with  the  communications  provider.
Customer  shall  be  responsible  for  paying  all  charges for the purchase and
installation  of Equipment, as well as any charges for additional connections or
changes  to  locations or future services.  InterCept is not responsible for the
reliability  or  continued  availability  of the telephone lines, communications
facilities,  or  electrical  power  used  by  Customer.

4.3     Risk  of Loss.  Customer shall bear all risk of loss or damage to items,
        -------------
records,  or  other  input  data,  or  reports  and  other  output  data  during
communication  or  delivery  of  such  data  between  Customer  and  InterCept.


                                     2 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
5.     DISASTER  RECOVERY.  InterCept  has  in  place  a  disaster recovery plan
designed  to  minimize,  but  not  eliminate,  risks  associated with a disaster
affecting  the InterCept System and the Processing Services.  InterCept does not
warrant  that  service  will  be  uninterrupted  or error free in the event of a
disaster.  Customer  is  responsible  for  adopting  a  disaster  recovery  plan
relating to disaster's affecting Customer's facilities and for securing business
interruption  insurance  or other insurance necessary for Customer's protection.
InterCept  shall  maintain  adequate  backup  procedures  including  storage  of
duplicate  record  files  as necessary to reproduce Customer's records and data.
In  the event of a service disruption due to reasons beyond InterCept's control,
InterCept  shall  use  diligent  efforts  to  mitigate  the  effects  of such an
occurrence.  Per  Section  2.5.c  of  the  Master Agreement, Customer may review
InterCept's  disaster  recovery  plan.

6.     INSURANCE.  InterCept shall maintain fidelity bond coverage for dishonest
acts  committed  by  InterCept's  personnel,  and  insurance  covering, hazards,
including  losses  caused by fire, disaster, and other events that may interrupt
normal  service.  Such coverages shall be in amounts as determined by InterCept.
Upon  request,  InterCept shall furnish Customer with applicable certificates of
insurance.

7.     SERVICE  PERFORMANCE  STANDARDS.

7.1     Availability  of  Communications.  InterCept  shall  ensure  that  the
        --------------------------------
InterCept  System  and  the  Processing Services are available for communication
between  Customer  and  InterCept  during  the  periods  agreed  to  in the Time
Schedule.

7.2     Exclusions.  InterCept  shall  not  be  responsible  for  (i)
        ----------
telecommunications  failures,  (ii)  service  interruptions  beyond  InterCept's
control,  (iii) delay or failure of any third party courier or delivery service,
or  (iv)  failure  of  any  third  party  vendor  to deliver information, files,
magnetic  media,  products, support or services, or other materials required for
InterCept to provide services hereunder.  In the event such delays exist without
interruption  for a period of more than 30 days, Customer or InterCept may elect
to  terminate  this  Order  without penalty.  Customer is under no obligation to
make  any  payments  to InterCept for any continuous period of interruption that
exceeds  5  consecutive  business  days.

8.     PROBLEM  REPORTING  AND  RESOLUTION

8.1     Problem  Reporting.  Customer  is  responsible for reporting problems to
        ------------------
InterCept's  customer  service  or  operations  staff  at the contact numbers or
addresses  provided  by  InterCept  from  time  to  time.

8.2     Problem  Response.  InterCept  shall  respond  to  each reported problem
        -----------------
promptly  based  on  the  severity  of  the problem and its effect on Customer's
operations.  InterCept shall use reasonable commercial efforts to either resolve
each  problem or provide Customer with information to allow Customer's personnel
to address the problem.  In the event the resolution of a reported problem which
materially  impacts  Customer's  operations will carry-over to the next business
day, InterCept will provide Customer with a status report for the problem and an
estimate  of  the  resolution  time  and  course,  if  possible.


                                     3 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
9.     THIRD  PARTY  AUDIT.  InterCept  shall  provide to Customer a copy of any
third  party service audits of the records of InterCept upon request and payment
by Customer of a reasonable and customary charge.  If requested, InterCept shall
also  provide  to  Customer  annual  audited financial information at no charge.

10.     TERMINATION.  Notwithstanding  Sections  4.2  and  4.3  of  the  Master
Agreement,  InterCept  and  Customer  agree  as  follows:

10.1     Termination  by  Customer.
         -------------------------

     (a)  Customer  may  terminate  this  Order  at  any  time  upon  180  days
          written notice accompanied by payment of liquidated damages.

     (b)  If  Customer  terminates  this  Agreement  prior  to  its  expiration
          date,  Customer  acknowledges that InterCept will suffer a substantial
          loss  and/or  damages  that  are  difficult or impossible to estimate.
          Accordingly,  in an effort to liquidate in advance the sum that should
          represent  the  loss  or  damages which would be actually sustained by
          InterCept  as  the  result  of any such early termination by Customer,
          Customer  shall  pay  InterCept  the  following  amount  as liquidated
          damages: (i) If Customer pays for the Processing Services on a monthly
          basis,  then  such  damages shall be equal to 75% of the average total
          monthly  fees  for  such  Processing  Services  payable by Customer to
          InterCept  for  the  six months prior to the notice of termination (or
          for all prior months if this Order has been in effect or InterCept has
          been  providing  the  Processing  Services  for  less than six months)
          multiplied by the number of months remaining in the then current term.
          (ii)  If  the payment period is quarterly, then the liquidated damages
          shall  be  equal  to  75% of the average of the two quarterly payments
          immediately  preceding  the  notice  of  termination multiplied by the
          number  of  payment  periods remaining. (iii) If the payment period is
          annual,  then  the  damages  shall  be  75% of the previous annual fee
          multiplied  by  the  number  of  payment  periods remaining, including
          partial  periods.  Customer  agrees  that  such amount is a reasonable
          estimate  of  damages  that  InterCept  will incur in the case of such
          early termination, and that such amount does not constitute a penalty.
          In  addition  to the payment of liquidated damages, Customer shall pay
          immediately all previously invoiced and unpaid amounts.

     (c)  Customer  may  terminate  this  Order  upon  the  occurrence of any of
          the  following:  (i)  InterCept's  material breach of any provision of
          this  Order  if InterCept has not cured or initiated adequate steps to
          cure such breach or failure within 30 days following written notice of
          such  breach  or  failure to InterCept; or (ii) InterCept ceases to do
          business,  makes  a  composition  or  assignment  for  the  benefit of
          creditors,  becomes  bankrupt or insolvent, or is found subject to any
          provisions of the bankruptcy code concerning involuntary bankruptcy or
          similar  proceeding.  If  any  breach  or  failure  materially affects
          Customer's  ability  to conduct its operations in accordance with safe
          and  sound  banking practices or materially affects Customer's ability
          to  service  its customers, then such notice period shall be shortened
          to 10 business days. Termination may be immediate or at a future


                                     4 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
          date  to  allow  for  a  conversion to an alternate product or service
          provider.  In  no  event shall InterCept be responsible for Customer's
          costs  associated  with  identification,  selection,  engagement,  or
          implementation of a replacement vendor.

10.2     Termination  by InterCept.  InterCept may terminate this Order upon the
         -------------------------
occurrence of any of the following: (i) 180 days written notice prior to the end
of  the  term as set forth in this Order; (ii) Customer's material breach of any
provision  of  this  Order  if  the Customer has not cured or initiated adequate
steps  to cure such breach or failure within 30 days following written notice of
such  breach  or  failure to Customer; or (iii) Customer fails to pay any fee or
charge  when  due.  Customer  agrees  to pay the liquidated damages set forth in
Section  10.1  if  this  Order  is  terminated  pursuant to (ii) or (iii) above.

11.     DECONVERSION.

11.1     Upon  termination  of this Order, InterCept shall dispose of Customer's
files  as  InterCept  deems  appropriate  unless  Customer, prior to the date of
termination,  provides  InterCept  with written instructions for the disposal of
Customer's  files.  At  Customer's  expense,  InterCept  will  comply  with such
instructions  to  the  extent  reasonable  and feasible.  InterCept reserves the
right  to maintain Customer's data for a period of 60 days following termination
of  this  Order.

11.2     Upon  (i)  termination  of  this  Order,  and  (ii)  written request by
Customer, Customer's files shall be delivered to Customer provided that Customer
consents,  agrees, and authorizes InterCept to retain Customer's files until (i)
InterCept has been paid in full for all fees for all services provided hereunder
through  the  date  such  files are returned to Customer, and InterCept has been
paid any and all other amounts that are due or will become due under this Order;
(ii)  if  this Order is being terminated, InterCept has been paid any applicable
termination  and  cancellation  fee  pursuant to this Order or Master Agreement,
(iii)  Customer has returned to InterCept all InterCept Confidential Information
requested by InterCept, and (iv) Customer pays InterCept's normal costs and fees
associated  with  providing  deconversion  of  Customer's files.  Such costs and
fees'  include  but  are not limited to shipping and handling fees, media costs,
hourly programming fees, and hourly processing fees.  Customer acknowledges that
InterCept  shall  have  a lien on Customer's files until all such sums are paid.
The  release  of  the  lien  and  surrender of possession of the files shall not
affect  InterCept's  claim  for  any  payments  due.

11.3     Upon termination of this Order, and (i) At InterCept's option, and (ii)
Customer's  written  request,  InterCept may continue to retain Customer's files
for  the  purpose of providing research, image record reprint and report reprint
services  to  Customer  based  upon  InterCept's  then  current  fee  schedule.


                                     5 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA    InterCept, Inc.:


By:___________________________         By:___________________________

______________________________         ______________________________
Print Name                             Print Name


______________________________         ______________________________
Print Title                            Print Title


______________________________         ______________________________
Date                                   Date


                                     6 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
            IMAGE/TRADITIONAL ITEM PROCESSING DESCRIPTION OF SERVICES

PROOF  AND  ENCODE
------------------

-    Over  the  counter  (teller)  work  is  filmed  by  the bank, bundled, then
     routed  to  InterCept. Debit and Credit totals are established and outgoing
     Cash Letter items are encoded using InterCept's Image Processing equipment.

CAPTURE
-------

-    Over  the  counter  and  Incoming  Cash  letter  items are read by the high
     speed  reader  sorter.  Images of all documents are digitized and stored on
     magnetic  media  along  with  information  needed to post and/or track each
     document.

NSF/UNPOSTED
------------

-    All  exception  items  will  be  reviewed  with  the  bank if necessary and
     will  then  be  processed  by  InterCept.  This  includes  preparation  and
     disposition  of NSF notices, outgoing return cash letters, and ACH returns.
     Unposted/unmatched items will be corrected and resubmitted for posting.

INCOMING  RETURNS
-----------------

-    InterCept  will  process  Participating  Bank's  FRB  return  cash  letter.
     Returned items will be resubmitted, charged back to the customer account or
     placed in Participating Bank's cash items based on prearranged agreements.

STATEMENT  RENDERING
--------------------

-    Imaged  statements  will  be  printed,  metered and mailed by InterCept for
     all  Checking  and  Savings  accounts  based  on  Participating  Bank's
     instructions.  InterCept  will also verify enclosure counts, meter and mail
     statements  on non imaged accounts. Any account having an image or document
     discrepancy  (cripple statement) that can not be resolved by InterCept will
     be  forwarded  to  Participating Bank for handling. At Participating Bank's
     request, InterCept will insert marketing or other informational material in
     out-going statements.

RESEARCH  AND  ADJUSTMENTS
--------------------------

-    InterCept  will  conduct  any  necessary  research  and  make  appropriate
     entries  required  regarding  FRB  cash  letters  processed  on  behalf  of
     Participating Bank.

DOCUMENT  STORAGE
-----------------

-    InterCept  will  store  Participating  Bank's  physical  items  at  its
     facility for safekeeping until they are disposed of.


                                     7 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
OPTICAL  IMAGE  STORAGE
-----------------------

-    InterCept  will  archive  document  images  from  Participating  Bank's
     designated  RAID unit to InterCept's Optical Disk system as needed for long
     term storage.

REPORT  PRINTING
----------------

-    All  daily  and  periodic  stock  paper  reports  will  be  printed  by
     InterCept for distribution to Participating Bank.

NOTICES  AND  SPECIAL  FORMS
----------------------------

-    Any  printed  system  output  requiring  special  forms will be produced by
     InterCept for distribution to Participating Bank or its customer.

ELECTRONIC  FILE  TRANSMISSION
------------------------------

-    InterCept  will  transmit  captured  item  data  to  Participating Bank via
     high speed data communications for input to Participating Bank's processing
     system.


                                     8 of 8
IP Outsource Terms                                  CONFIDENTIAL_________INITIAL
<PAGE>
                          AMENDED TERMS AND CONDITIONS
                                       FOR
                                  CHEROKEE BANK

The  following  terms and conditions are in addition to the terms and conditions
of the Master Agreement for Provision of Hardware, Software and/or Services, the
Data  Processing Services Renewal Order and the Item Processing Services Renewal
Order  between  InterCept, Inc and Cherokee Bank (Customer).  To the extent they
differ  from  the  terms  of  such  other  documents,  the following terms shall
control:

MASTER  AGREEMENT  FOR  PROVISION  OF  HARDWARE,  SOFTWARE  AND/OR  SERVICES

     1.   Section  3.4.  Fee  Adjustments.  This  section is waived with respect
                         ----------------
          to the Data Processing Renewal Order and the Item Processing Order for
          the first two (2) years of a five (5) year renewal term.

ADDITIONAL  TERMS

     2.   Upon  written  request,  InterCept  agrees  to  provide  the  SAS70
          annually at no cost to Customer for the duration of the contract.

     3.   InterCept  agrees  to  review  EFT/ATM  pricing after the bank reaches
          50,000 transactions a month. Tiered pricing will be considered at that
          time.


In  witness  whereof,  each of the undersigned has executed this agreement as of
the  date  first  set  forth  above:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:



By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date


                                     1 of 1
99 Addendum                                         CONFIDENTIAL_________INITIAL
<PAGE>
<TABLE>
<CAPTION>
                                          IMAGE/ITEM PROCESSING
                                              PROPOSAL FOR
                                              CHEROKEE BANK
                                               CANTON, GA
                                                04/21/04


YES/NO                DESCRIPTION OF SERVICES                          RATE  UNIT     VOLUME       TOTAL
<S>                                                           <C>                     <C>      <C>
ITEM PROCESSING SERVICES
------------------------------------------------------------
PROOF ENCODE UP TO 100,999 ITEMS                                     0.0300 Per Item  100,929  $    3,027.87
PROOF ENCODE FROM 101,000 TO 249,999 ITEMS                           0.0225 Per Item        0  $           -
PROOF ENCODE ITEMS OVER 249,999                                      0.0210 Per Item        0  $           -
PROOF CORRECTIONS                                                    1.0000 Per Item           $           -
IMAGE INCLEARING CAPTURE UP TO 100,999 ITEMS                         0.0250 Per Item   47,168  $    1,179.20
IMAGE INCLEARING CAPTURE FROM 101,000 TO 249,999                                            0  $           -
ITEMS                                                                0.0188 Per Item
IMAGE INCLEARING CAPTURE ITEMS OVER 249,999                          0.0175 Per Item        0  $           -
IMAGE/ POD CAPTURE UP TO 100,999 ITEMS                               0.0250 Per Item  100,929  $    2,523.23
IMAGE/ POD CAPTURE 101,000 TO 249,999 ITEMS                          0.0188 Per Item        0  $           -
IMAGE/ POD CAPTURE ITEMS OVER 249,999                                0.0175 Per Item        0  $           -
COURIER-TO FED OR CORRESPONDENT                                            Pro Rated

BACK OFFICE SERVICES
------------------------------------------------------------
RETURN ITEMS (NSF)                                                   2.0000 Per Item      442  $      884.00
QUALIFY RETURNS (In addition to Return Item Fee)                     0.1000 Per Item        0  $           -
EXCEPTION PROCESSING - Non post correction etc.                      2.0000 Per Item           $           -
RESEARCH AND SUBPOENAS - one hour minimum                           27.5000 Per Hour           $           -
ITEM RETRIEVAL - pulling original Item out of storage                5.0000 Per Item           $           -
IMAGE COPY                                                          1.5000 Per image           $           -
FAX IMAGE COPY                                                      1.0000 Per Image           $           -
ITEM FINE SORTING                                                    0.0020 Per item           $           -
FED ADJUSTMENTS                                                      5.0000 Per item        7  $       35.00

BANK CUSTOMER SERVICE - CHECK IMAGE VIEWING
------------------------------------------------------------
Netlmage ON-LINE CHECK IMAGE VIEWING (Bank Use and/or
  Customer Use via Internet Connection)*
 ($200 Flat Fee)                                                   200.0000 Flat Fee        1  $      200.00

ARCHIVAL SERVICES
------------------------------------------------------------
CD-ROM long term archival research - POD Captured Items               25.0000 Per CD           $           -
CD-ROM long term archival research - Statements with Images           25.0000 Per CD           $           -

STATEMENT RENDERING SERVICES
------------------------------------------------------------
IMAGE STATEMENT RENDERING: process, print, fold
  and render per account
    COMMERCIAL                                                  1.3500 Per Statement      897  $    1,210.95
    NON - COMMERCIAL                                            0.7500 Per Statement    3,633  $    2,724.75
    SAVINGS ACCOUNTS                                            0.3500 Per Statement      412  $      144.20
    Non-IMAGE STATEMENTS                                      10.0000 Per Statement         4  $       40.00
MARKETING INSERTS - per insert/per statement                       0.0500 Per insert
NSF NOTICE PRINT-WITH IMAGE                                        0.0500 Per Notice
NSF NOTICE PRINT-NO IMAGE                                            0.03 Per Notice
NSF RENDER                                                            0.1 Per Notice
NOTICE PRINTING                                                    289.4063 Flat Fee        1  $      289.41
                                                                                               -------------
               TOTAL MONTHLY INVESTMENT                                                        $   11.969.20
------------------------------------------------------------                                   =============


                                     1 of 2
OS.IP.SOUTHEAST                                     CONFIDENTIAL_________INITIAL
<PAGE>
MONTHLY MINIMUMS
------------------------------------------------------------
MONTHLY MINIMUMS DO NOT INCLUDE PASS THRU                                  $1,500.00
ITEMS

POSTAGE
------------------------------------------------------------
POSTAGE                                                                      At Cost

CUSTOMER TO PROVIDE
------------------------------------------------------------
Statement Envelopes
Courier- Deliveries and Pickups
</TABLE>


                                     2 of 2
OS.IP.SOUTHEAST                                     CONFIDENTIAL_________INITIAL
<PAGE>
                       ELECTRONIC FUNDS TRANSFER SERVICES
                                    ORDER FOR
                                  CHEROKEE BANK
                                   CANTON, GA

InterCept  agrees  to  provide Customer with the following products and services
described  below.  The  following  terms  and  conditions are in addition to the
terms  and  conditions of the Master Agreement and General Terms and Conditions.
The  Parties agree that this Agreement is incorporated into and made part of the
Master  Agreement,  and is subject to the General Terms and Conditions contained
therein.  In the event that these terms and conditions conflict with any term or
condition  set forth in the Master Agreement, the term or condition set forth in
the  Master Agreement shall control unless otherwise specified in writing by the
Parties.

This  Electronic  Funds  Transfer  Services Order is effective upon execution by
both  parties.  The  term of this Order is ____ years, which shall commence upon
the  date  indicated  below  (the  "Term  Commencement  Date"):

     -    The  first  day  of the first full month during which the services are
          provided.

     -    Date  of  renewal  of  an  existing Electronic Funds Transfer Services
          Order

     -    Date specified by the Parties: _________________

The  term  of  this  Order  shall be extended automatically for additional terms
unless,  at least 180 days prior to such automatic extension, either party shall
deliver  written notice upon the other of its intention that such Services shall
not  be  so  extended,  in  which  case  the Services shall continue through the
remaining  term  but  shall  not  be  extended  absent written agreement by both
Parties.

DESCRIPTION  OF  SERVICES:
For  ATM  Services  see  the  attached  ATM  SERVICES  DESCRIPTION.
For  Debit  Services  see  the  attached  DEBIT  SERVICES  DESCRIPTION.
For  Secure  Debit  Services  see  the  attached  ADDENDUM  SECURE DEBIT PROGRAM
SERVICES.
For  Principal  Services  see  the  attached  PRINCIPAL  SERVICES  DESCRIPTION.
For  Script  Services  see  the  attached  SCRIPT  SERVICES  DESCRIPTION.

ADDITIONAL  TERMS  AND  CONDITIONS
----------------------------------

-    InterCept  will  not  be  held  responsible  for  any  settlement issues or
     deficiencies not reported to InterCept within 48 hours of settlement date.
-    Notwithstanding  any  provision  herein  to  the  contrary,  InterCept
     specifically  reserves  the right to adjust at any time pass through costs,
     telecommunications,  and  other outside InterCept costs directly associated
     with  providing  the services described in this Agreement, when incurred by
     InterCept.  InterCept  will send a statement of the compensation due at the
     end  of  each  month and Customer shall make payment thereof within fifteen
     (l5) days of the billing date.


                                     1 of 3
                                                    CONFIDENTIAL_________INITIAL
<PAGE>
-    InterCept  shall  have  the  right  to setoff against Customer's account(s)
     any  indebtedness which Customer owes InterCept, at anytime before or after
     the  termination  of this Agreement or extension(s) hereof, without further
     notice  to  or demand on Customer and whether the indebtedness to InterCept
     is now existing or hereafter arises.
-    Notwithstanding  any  provision  herein  to  the  contrary, if the Customer
     terminates  this Agreement prior to its expiration date, the parties hereto
     acknowledge  that  InterCept  will suffer a substantial loss and/or damages
     that are difficult or impossible of accurate estimation. Accordingly, in an
     effort  to  liquidate  in advance the sum that should represent the loss or
     damages  which would be actually sustained by InterCept, as a result of any
     such  early  termination  by  Customer  of  any  services  provided by this
     Agreement or any Addendum made a part hereof, Customer shall give InterCept
     one  hundred  twenty (120) days advance written notice and thereafter shall
     pay  InterCept  an  amount  equal to eighty (80%) percent of the "Estimated
     Remaining  Service  Fees"  for the service(s) being discontinued. Such fees
     shall  be  calculated  by  multiplying  the  average  monthly  service fees
     received by InterCept for the three (3) months immediately preceding notice
     of  early  termination  by the number of months remaining under the term of
     this Agreement. The parties agree that such amount is a reasonable estimate
     of  damages  lnterCept will incur in the case of such early termination and
     is liquidated damages and not a penalty.
-    Customer  agrees  InterCept  will  be  the  sole provider of these services
     during the term of this agreement and any and all subsequent terms.
-    Before  signing,  pricing  is-  guaranteed  for  45  Days  from the date on
     the attached proposal.
-    Pricing  does  not  include  applicable  taxes,  travel  expenses  and
     shipping charges.


                                     2 of 3
                                                    CONFIDENTIAL_________INITIAL
<PAGE>
                       ELECTRONIC FUNDS TRANSFER SERVICES
                                    ORDER FOR
                                  CHEROKEE BANK
                                   CANTON, GA

Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:


By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date

This  document  and  the  information  contained  therein  are  CONFIDENTIAL and
provided  to  Customer  for internal use only.  The document and information may
not  be  distributed or viewed by any third party without the written permission
of  InterCept,  Inc.


                                     3 of 3
                                                    CONFIDENTIAL_________INITIAL
<PAGE>
                            ATM SERVICES DESCRIPTION

InterCept  agrees  to  provide  Customer  with  the following ATM Services.  The
following  terms  and  conditions are in addition to the terms and conditions of
the  Master  Agreement  and  General Terms and Conditions attached thereto.  The
Parties  agree  that  this Description is incorporated into and made part of the
Master  Agreement,  and is subject to the General Terms and Conditions contained
therein.  In the event that these terms and conditions conflict with any term or
condition  set forth in the Master Agreement, the term or condition set forth in
the  Master Agreement shall control unless otherwise specified in writing by the
Parties.

1.     DEFINITIONS.  Capitalized  terms  shall  have  the  following  meanings.
Capitalized  terms used but not otherwise defined herein shall have the meanings
given  to  them  in  the  General  Terms  and  Conditions.

1.1     "Terminals"  mean  an ATM or other financial terminal or device owned or
         ---------
controlled  by  Customer  and  to  be  connected  to  the  InterCept  System for
transaction  routing  and  processing  hereunder.

1.2     "Access  Cards" mean ATM and other terminal access cards issued by or on
         -------------
behalf  of  Customer  to  its  customers  for  use  of  the  Terminals.

1.3     "InterCept  System"  means  the  transaction  processing  system used by
         -----------------
InterCept  to  provide  the  EFT  Services.

1.4     "EFT  Services"  mean the electronic funds transfer and related services
         -------------
to  be  provided  by  InterCept  hereunder.

2.     ATM  SET-UP  AND  TURNKEY  INSTALLATION.

2.1     Equipment Installation and Coordination.  InterCept shall coordinate all
        ---------------------------------------
vendors  for  the  installation  of all computer hardware and computer software,
related  telecommunications equipment, and lines under control of InterCept, and
all  other  equipment  or software required for InterCept to perform and deliver
the  EFT  Services.

2.2     ATM  Screen  and Receipt Set-Up.  InterCept shall create CRT screens and
        -------------------------------
receipt  information  for  Customer's  Terminals to meet the requirements of the
Electronic  Funds  Transfer Act (15 USC Sec. Sec. 1693 et seq.) and Regulation E
(12  CFR  Part  205),  as  amended  from  time  to  time.

2.3     Down  Load.  InterCept shall create and maintain an ATM program load for
        ----------
Customers'  Terminals  having  access  to the InterCept System.  InterCept shall
transmit  this program and run test transactions at each Terminal site to assure
proper  operation.

2.4     Completion  of  Network Database Set-up Forms.  InterCept shall complete
        ---------------------------------------------
and  submit-to  shared  transaction  networks any terminal database set-up forms
required  by  the  network.

2.5     Mass  Card  Issue.  Customer may contract with InterCept for the initial
        -----------------
mass  issue  of Access Cards.  Customer agrees to define the criteria for Access
Cards  to  be issued to its customers.  Customer must provide InterCept with the
design  of the Access Cards and camera ready artwork for graphics to be included
on  the  Access  Cards.


                                     4 of 8
ATM Services Description                            CONFIDENTIAL_________INITIAL
<PAGE>
2.6     Installation  of  Telephone Lines.  InterCept shall order and coordinate
        ---------------------------------
the  installation  of  the telephone and communication lines required to connect
the  Terminals  to  the  InterCept  System.

2.7     Communications  Hardware  Installation.  InterCept  shall  program  and
        --------------------------------------
install  communication  equipment  for the Terminals as necessary to connect the
Terminals  to  the  InterCept  System.

2.8     Training.  InterCept  shall  provide training to Customer's personnel on
        --------
the balancing of system, ATM Audit Tape, and Shared Network Balancing Reports as
part  of  the  set-up  service.  Following  implementation, InterCept shall make
additional  training available to Customer at InterCept's then current rates for
such  services.

2.9     ATM  Manager.  Customer agrees to provide a representative of management
        ------------
with  decision-making  authority  to  work  with  InterCept  to  coordinate  the
installation  of  ATM(s)  and/or  conversion  of ATM(s) to InterCept's computer.

3.     NETWORK  SPONSORSHIP.

3.1     InterCept's  ability  to provide the services in this Description may be
contingent  upon  Customer  obtaining financial institution sponsorship into the
shared  transaction  network(s)  in  which  Customer  wishes  to  participate.
InterCept  shall  only render network related services concurrently with network
sponsorship, and each of InterCept and Customer agree to comply with the by-laws
and  other  operating  regulations  of the shared transaction network.  Customer
and/or its agents shall provide proof of sponsorship to InterCept by providing a
copy  of  the  executed  Agreement  between  Customer  and each network sponsor.

3.2     Customer  authorizes  InterCept  to  provide  an  executed  copy of this
Description  upon  request  to  Customer's  network  sponsor.  Customer  further
authorizes InterCept to have periodic contact with sponsor on Customer's behalf.

3.3     If  InterCept  is  notified  in  writing  by  the  Customer's  financial
institution  sponsor  of  its  intent  to  withdraw sponsorship of the Customer,
network  related  services specified under this Description shall be immediately
withheld  by  InterCept  until  such  time  as  Customer obtains another network
sponsor.

3.4     InterCept shall not be liable for any fines or penalties assessed by any
shared transaction network against Customer or its financial institution sponsor
in  the event Customer has failed to comply with signage, notification, terminal
operating  regulations,  or  any  other  requirement  as specified by the shared
transaction  network.


                                     5 of 8
ATM Services Description                            CONFIDENTIAL_________INITIAL
<PAGE>
4.     ATM  SUPPORT  AND  ON-GOING  SERVICES.

4.1     Transaction Routing.  InterCept will interface directly to the Terminals
        -------------------
via  telephone  or  other  communications  lines and will route each transaction
received  from  a Terminal that is initiated with an Access Card and proper PIN.

4.2     Processing  Interface.  InterCept  agrees  to  provide  a  transaction
        ---------------------
processing  interface  to each Terminal via telephone circuits.  Upon completion
of  the  transaction  authorization  process,  InterCept  shall  forward  the
authorization  response  to  the Terminal for the completion of the transaction.

4.3     Network  Connections.  InterCept  will  connect the Terminals to -shared
        --------------------
transaction  networks on behalf of the Customer.  InterCept will comply with all
network  operating  system  regulations  and  maintain  communications  with the
network  for  transaction  authorization  purposes.  InterCept  will forward all
transaction  requests  from  each Terminal to the appropriate shared network for
authorization.  InterCept  will  monitor  and  log  all  transaction  requests
regardless  of  disposition  for  reporting  and  balancing  purposes.

4.4     Reports.  InterCept  will  create  a  balancing  report  for  networks.
        -------
Network  activity  will  be  maintained  by Terminal and in chronological order.
Reports  created by the shared networks and received by InterCept are summarized
and  forwarded  to  the  Customer  via  data  transmission.

4.5     Communications  Monitoring.  If  applicable,  InterCept will monitor all
        --------------------------
data  communications circuits between the Terminals and the InterCept System for
continuous  operation.  Upon  detection  of  a telephone line failure, InterCept
will  notify  the  appropriate communications service provider and maintain such
monitoring  activity  until  restoration  of  service.

4.6     Monitoring  Services.  If  applicable,  InterCept will regularly monitor
        --------------------
the  operating  condition  of each Terminal.  InterCept will report malfunctions
via  an  automatic  notification  system  per  Customer's  instructions.

4.7     Balancing  Reports.  InterCept  will  provide  reports  necessary  for
        ------------------
Customer  to  balance  Terminal  transactions  daily  and  provide other related
management  reports  necessary  to  provide  accurate  and  efficient  Terminal
operation.  Customer agrees to balance reports to their General Ledger daily and
to  notify  InterCept  within  2  business days of any out-of-balance situation.

4.8     ATM  Activity  Database.  InterCept  will  provide  Customer information
        -----------------------
regarding  current  Terminal  activity for use in determining timing of currency
and  supply  replenishment.  Information  is  available  via  Customer's
administrative  terminal.

4.9     Retention  of  Back-Up  Records.  InterCept  agrees to retain historical
        -------------------------------
files  to allow Customer to receive records in the event of an emergency.  These
files  will be backed-up daily and stored at a location separate from InterCept.

4.10     Shared  Network  Interface Service.  A shared network interface service
         ----------------------------------
allows  Customer's  cardholders  to  access  their  accounts through third party
terminals  which  are  connected to the shared network, and to allow third party
customers  to  access  their  accounts with other


                                     6 of 8
ATM Services Description                            CONFIDENTIAL_________INITIAL
<PAGE>
institutions though Customer's Terminals. Transaction authorization requests are
received from the shared network switch by InterCept for authorization approval.
InterCept  shall  authorize  transactions  based  on  the  authorization  option
selected  below (a, b, c, d). InterCept shall provide balancing reports daily to
assist  the  Customer  in  reconciling  shared  network  transaction activity in
conjunction  with  reports  provided  by  the  shared  network.

      (a)     -     Positive  Balance  File Authorization Option. InterCept will
maintain  a record for each of Customer's cardholders.  Each record will contain
certain  balance  information  and  authorization  limits  of  the  Customer's
cardholders.

These  records  will  comprise a positive balance authorization file.  This file
will  be updated on a frequency defined by the Customer (normally daily) through
computer to computer transmission.  InterCept will provide Customer with a daily
data  file  of  transactions  authorized  by  InterCept  in  ACH  format.

     (b)     -     Host  Authorization Network Interface Option.  InterCept will
maintain  a  host  to  host  interface between InterCept's system and Customer's
system  This  interface  will  provide  for  the  routing of foreign transaction
requests  at the Customer's Terminals to the appropriate network for disposition
as  well  as  the  routing  of Customer's cardholder requests at network ATMs to
Customer's  computer for authorization.  InterCept will monitor and maintain all
data  communication  circuits  between  Customer's  computer  and  InterCept's
computer.  Additionally,  InterCept  will provide appropriate network reports to
Customer.

     (c)     -     Positive Parameter File Authorization Option.  InterCept will
maintain  a  cardholder file and authorize transactions based on a limit defined
by  the  Customer  for  a  specified  period  of time.  The Customer will use an
administrative terminal required by InterCept to establish cardholder parameters
in  InterCept's  central  system.  InterCept  agrees  to  provide a data file of
transactions  authorized  in  ACH format, and such file shall be available daily
for  customer  access.

     (d)     -     Negative File Authorization Option. InterCept will maintain a
negative  file  and authorize transactions based on an institution limit defined
by  the  Customer  for  a  specific  period  of  time.  The Customer will use an
administrative  terminal  provided  by  InterCept to update the negative file in
InterCept's  system  InterCept  agrees  to  provide  a  data file of transaction
authorized  in  ACH  format, and such file shall be available daily for Customer
access.


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ATM Services Description                            CONFIDENTIAL_________INITIAL
<PAGE>
Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:


By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date


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ATM Services Description                            CONFIDENTIAL_________INITIAL
<PAGE>
                         DEBIT CARD SERVICES DESCRIPTION

InterCept  agrees  to  provide  Customer with the following Debit Services.  The
following  terms  and  conditions are in addition to the terms and conditions of
the  Master  Agreement  and  General Temps and Conditions attached thereto.  The
Parties  agree  that  this Description is incorporated into and made part of the
Master  Agreement,  and is subject to the General Terms and Conditions contained
therein.  In the event that these terms and conditions conflict with any term or
condition  set forth in the Master Agreement, the term or condition set forth in
the  Master  Agreement shall control unless otherwise specified by in writing by
the  Parties.

1.     DEFINITIONS.  Capitalized  terms  shall  have  the  following  meanings.
Capitalized  terms used but not otherwise defined herein shall have the meanings
given  to  them  in  the  General  Terms and Conditions of the Master Agreement.

"Debit  Services" mean the debit services and related services to be provided by
 ---------------
InterCept  hereunder.

2.     DEBIT  MASTERCARD(R)  SUPPORT  SERVICES;  MAESTRO(R)  SUPPORT  SERVICES

2.1     DebitMasterCard/Maestro Transaction Processing.  InterCept shall provide
        ----------------------------------------------
the  interface  for  Customer's  card  base  and  provide  for  authorization as
specified  for  transactions  received  from MasterCard or other approved source
which  are  the result of Customer's cardholders accessing participating devices
with  authorized  debit  cards.  After  the  transaction  has  been selected and
performed  by  the  consumer, it will be forwarded to InterCept for disposition.
Upon completion of the transaction authorization process, InterCept will forward
the authorization response to the terminal for the completion of the transaction
as  per  the  authorization  response.  Each  transaction  will  be forwarded to
Customer's  processing  center  for  posting  upon  settlement  to InterCept via
network All transactions, regardless of disposition, are logged by InterCept for
reporting  and  balancing  purposes.

2.2     Shared  Network  Interface and Support.  Shared network service provides
        --------------------------------------
for  the  authorization  of eligible cardholders accessing MasterCard authorized
devices  in  the  network.  InterCept  will  maintain  a  host to host interface
between  InterCept's  computer(s)  and  the  appropriate  shared  network  for
authorization.  This  interface will also provide for the routing of transaction
requests  by  the  Customer's  cardholders  to  InterCept  for  authorization.
InterCept  will  monitor  all data communication circuits between the network(s)
and  InterCept's  computer.

2.3     Completion  of  Network Database Set-up Forms.  InterCept shall complete
        ---------------------------------------------
and  submit  any  database  set-up  forms  required  by  the  network.

2.4     Mass  Card  Issue.  Customer  may contract with InterCept to provide for
        -----------------
initial mass issue of debit cards.  Customer agrees to define criteria for cards
to  be issued to its customers.  Customer must provide InterCept with the design
of  the debit card, within those parameters specified by MasterCard, and provide
InterCept  or  its  representative  with camera ready art work for submission to
MasterCard  for  approval.


                                     1 of 4
Debit Card Services Description                     CONFIDENTIAL_________INITIAL
<PAGE>
2.5     Customer  Card Issue Criteria.  Customer shall be solely responsible for
        -----------------------------
determining  the creditworthiness of each of Customers' eligible cardholders and
shall  be  responsible  for  any  subsequent  losses  and/or chargebacks and any
respective  associated  administrative  costs, whether by cardholder or by other
fraudulent  means,  as  specified  in  this description or under the appropriate
regulations  governing  the  issuance of this instrument as applicable in either
Regulation  E,  Regulation  Z,  or other regulations as published by the Federal
Reserve  System.

2.6     Error/Dispute Resolution.  The Agent Institution will be responsible for
        ------------------------
the  timely  resolution  of  errors/disputes  and notification to cardholders as
defined  by Regulation E.  The Agent Institution will handle monetary entries to
customer  accounts  and will establish and maintain a general ledger account for
this  purpose.  InterCept  shall  serve  in  an  advisory  capacity  on  dispute
resolution.  The  Agent  Institution  shall forward dispute claims to InterCept.
InterCept  shall  review  such  claims for MasterCard chargeback eligibility and
process  all  such  eligible claims.  InterCept shall obtain draft copies, enter
chargebacks,  and  make  appropriate entries to the Agent Institution's clearing
accounts.  InterCept  shall  work  with Agent Institution in connection with any
chargeback  returned  for  recharge  to  a  cardholder  account.  Assuming  that
InterCept  complies  with  all  Association  Guidelines  related  to  chargeback
processing,  Customer  is  ultimately  responsible  for  any  losses incurred by
disputed  transactions.

2.7     Transaction  Authorization  Requests.  InterCept  will connect to shared
        ------------------------------------
network(s)  on  behalf  of the Customer.  InterCept will comply with all network
operating  system  regulations  and maintain appropriate communications with the
network  and/or  gateway  provider  for  transaction  authorization  purposes.
InterCept  will  forward  all transaction authorization requests from Customer's
cardholders  to  the  appropriate authorization source as specified by Customer.
InterCept  will  monitor  and  log  all  transaction  requests for reporting and
balancing  purposes.

2.8     Network  BalancingReports.  InterCept  will  create and make available a
        -------------------------
balancing  report  for  all  network  activity  which  will  be  maintained  in
chronological  order with ATM & POS transactions.  Reports created by the shared
networks  are  received  by InterCept and forwarded to Customer, when requested,
via  data  transmission.

2.9     Miscellaneous  Services.  InterCept  will  provide miscellaneous support
        -----------------------
services,  including  lost  and  stolen card statusing and chargeback adjustment
data  entry  to  Customer  as  required.

2.10     Balancing  Reports/Training.  InterCept  will provide reports necessary
         ---------------------------
for  Customer to balance transactions daily and provide other related management
reports.  Transaction  reports will list all transactions and their dispositions
in  chronological order with all ATM & POS transactions.  Customer shall balance
reports  to  their  General Ledger daily and notify InterCept within 48 hours of
any  out-of-balance  situation.  Customer shall provide a representative to work
with  InterCept  to  coordinate  set-up  and  conversion  to InterCept's system.
InterCept  shall  provide  training  to  such representative on the balancing of
system  and  network  reports,  as  part  of  the  set-up  service.  Following
implementation,  InterCept  shall make additional training available to Customer
at  InterCept's  then  current  rates  for  such  services.

2.11     Administrative  Terminal.  Customer  shall  provide-  an IBM compatible
         ------------------------
personal  computer  to be used in an administrative terminal capacity, technical
specifications  to  be  agreed upon at time of contract execution and updated by
Customer  as  necessary.  Customer  shall,  if  required,


                                     2 of 4
Debit Card Services Description                     CONFIDENTIAL_________INITIAL
<PAGE>
purchase  from  InterCept  terminal  emulation  board and software to be used in
administrative  terminal.

2.12     Automated  Transaction  Fee  Settlement  and  Statement  Processing via
         -----------------------------------------------------------------------
InterCept.  InterCept  shall  settle  transactions  performed  by  Customer's
cardholders daily.  Customer agrees that InterCept shall be the settlement agent
for all transactions performed by Customer's cardholders processed by InterCept.

2.13     Shared  Network  Authorization  Service.  Shared  network authorization
         ---------------------------------------
service provides for the authorization by InterCept of transactions initiated by
Customers' Debit MasterCard(C) cardholders accessing any participating terminal.
InterCept  will  authorize all transactions received from MasterCard or from the
shared  network by InterCept based on the authorization option selected below (1
or  2).  Balancing  reports  will  be  provided by InterCept daily to assist the
Customer  in  reconciling  transaction  activity  in  conjunction  with  reports
provided  by  the  shared  network.

     (1)     -     Positive  Balance  File Authorization Option.  InterCept will
maintain  a record for each of Customers' cardholders.  Each record will contain
certain  balance  information  and  authorization  limits  of  the  Customer's
cardholders.  These records will comprise a positive balance authorization file.
This  file  will  be  updated  on  a  frequency  defined by the Customer through
computer to computer transmission.  InterCept will provide Customer with a daily
data  file  of  transactions  authorized  by  InterCept  in  ACH  format.

     (2)     -     Host  Authorization  Network  Inter  Option.  InterCept  will
maintain  a  host  to  host  interface between InterCept's system and Customer's
system.  This  interface will provide for the routing of transaction requests by
Customers'  Debit  MasterCard or Maestro cardholders at participating MasterCard
terminals  from  InterCept  to  Customer's computer for authorization. InterCept
will  monitor  and  maintain  all data communication circuits between Customer's
computer  and  InterCept's  computer.  Additionally,  InterCept  will  provide
appropriate  network  reports  to  Customer.  Customer  agrees  to  respond  to
transaction  requests  within  the defined time frame set forth by InterCept and
MasterCard.

3.     NETWORK  SPONSORSHIP.

3.1     InterCept's  ability  to provide the services in this Description may be
contingent upon the Customer obtaining network financial institution sponsorship
into  the shared transaction network(s) in which Customer wishes to participate.
InterCept  shall  only render network related services concurrently with network
sponsorship, and each of InterCept and Customer agree to comply with the by-laws
and  other  operating  regulations  of  the  shared transaction network Customer
and/or its agents shall provide proof of sponsorship to InterCept by providing a
copy  of  the  executed  Agreement  between  Customer  and each network sponsor.

3.2     Customer  authorizes  InterCept  to  provide  an  executed  copy of this
Description  upon  request  to  Customer's  network  sponsor.  Customer  further
authorizes InterCept to have periodic contact with sponsor on Customer's behalf.

3.3     If  InterCept  is  notified  in  writing  by  the  Customer's  financial
institution  sponsor  of  its  intent  to  withdraw sponsorship of the Customer,
network  related  services specified under this


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Debit Card Services Description                     CONFIDENTIAL_________INITIAL
<PAGE>
Description  shall  be  immediately  withheld  by  InterCept  until such time as
Customer  obtains  another  network  sponsor.

3.4     InterCept shall not be liable for any fines or penalties assessed by any
shared transaction network against Customer or its financial institution sponsor
in  the event Customer has failed to comply with signage, notification, terminal
operating  regulations,  or  any  other  requirement  as specified by the shared
transaction  network.

Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:


By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date


                                     4 of 4
Debit Card Services Description                     CONFIDENTIAL_________INITIAL
<PAGE>
                                    ADDENDUM
                          SECURE DEBIT PROGRAM SERVICES

InterCept  agrees  to  provide  Customer with the following Secure Debit Program
Services.  The  following  terms and conditions are in addition to the terms and
conditions  of  the  Master  Agreement and General Terms and Conditions attached
thereto.  The  Parties agree that this Description is incorporated into and made
part of the Master Agreement, and is subject to the General Terms and Conditions
contained  therein.  In  the event that these terms and conditions conflict with
any  term  or condition set forth in the Master Agreement, the term or condition
set forth in the Master Agreement shall control unless otherwise specified by in
writing  by  the  Parties.

1.     DEFINITIONS.  Capitalized  terms  shall  have  the  following  meanings.
       -----------
Capitalized  terms used but not otherwise defined herein shall have the meanings
given  to  them  in  the  General  Terms and Conditions of the Master Agreement.

"Customer"  means  the financial institution whose name appears on the signature
 --------
page  hereto.

"Debit  Card(  s)"  means  Debit  MasterCard  and/or VISA Check Card debit cards
 ----------------
issued  by  Customer.


"Fraud  Detection  Services"  means the fraud detection and other services to be
 --------------------------
provided  hereunder  by  InterCept  using  its  Neural  Network.


"Fraud  Indemnification"  means  the  indemnification  of  certain  losses  by
 ----------------------
InterCept,  as  more  fully  described  in  Section  7  of  this  Addendum

"Neural Network" means the computer software and systems maintained by InterCept
 --------------
which  use predictive software techniques to capture payment card usage patterns
and  detect  fraudulent  transactions.

2.     NEURAL  NETWORK  SERVICES.

2.1     Customer hereby engages InterCept to provide Fraud Detection Services to
Customer  and  its  cardholders.  Using  its Neural Network, InterCept will make
every  reasonable  effort  to  identify  potential  fraudulent  Debit  Card
transactions.

2.2     When  the  Neural  Network detects a potentially fraudulent transaction,
InterCept  may  decline  the  transaction,  place  a "hold" on the Debit Card to
prevent  any  further  transactions, and/or promptly contact by telephone either
the  cardholder  or  an  individual designated by the Customer.  Customer hereby
authorizes  InterCept  to decline Debit Card transactions that appear suspicious
in InterCept's sole discretion and to contact cardholders to confirm transaction
activity  as  deemed  appropriate  in  InterCept's  sole  discretion.

2.3     InterCept  shall operate the Neural Network 24 hours per day, seven days
per  week  (except  for  certain  down  times  as  described  in  Section  2.6).
InterCept's  call  center  shall operate from 8:00 a.m. to 9:00 p.m., 7 days per
week  Customer  acknowledges  that potential fraudulent


                                     1 of 5
Secure Debit Agreement                              CONFIDENTIAL_________INITIAL
<PAGE>
transactions detected by the Neural Network during hours when the call center is
closed  will  be  addressed  when  the  call  center  reopens.

2.4     Only  Debit  Cards  issued  by Customer are eligible for Fraud Detection
Services.  InterCept  will  not  provide  Fraud Detection Services for any other
payment  cards,  including,  but  not  limited to, financial institution branded
automated  teller  machine  (ATM)  cards.

2.5     Customer  understands  that the Fraud Detection Services are intended to
detect  and prevent potential fraudulent Debit Card activity.  However, Customer
acknowledges  that  (a) no fraud detection tool is one hundred percent accurate,
and (b) it is likely that some fraudulent transactions will go undetected by the
Neural  Network  and  that  some  non-fraudulent  transactions  may be scored as
potential  fraud  and  declined.

2.6     Customer understands that InterCept's Neural Network occasionally may be
unavailable for short periods of time due to maintenance, enhancements, upgrades
and  similar  activities.  Although  InterCept will use its best efforts to keep
these  periods  of  unavailability  as  short  as  reasonably possible, Customer
acknowledges  that  fraudulent  transactions  may  occur  during  these periods.

3.     TERM.  The  term  of  this Addendum shall be for a period of one (1) year
       ----
beginning  upon execution by both InterCept and Customer and shall automatically
renew for additional one (1) year periods at the end of each term.  Either party
may  terminate  this  Addendum  upon thirty (30) days notice to the other party.
This  Addendum shall automatically terminate and all services provided hereunder
shall  cease if either InterCept or Customer terminates the Master Agreement for
Debit  Card  Services  between  the  parties  hereto.

4.     RESPONSIBILITIES  OF  CUSTOMER.  InterCept's  obligation to provide Fraud
       ------------------------------
Detection  Services  shall  be  contingent  upon  Customer's compliance with the
following:

4.1     Customer  will  use  its  best  efforts  to  keep current on InterCept's
database  all  information  regarding holders of Debit Cards issued by Customer,
including,  but not limited to, each cardholder's date of birth, day and evening
telephone  numbers,  address  and  Social  Security  number.

4.2     Customer  agrees  to  use  reasonable efforts to contact its cardholders
regarding  potentially  fraudulent  Debit Cards and shall provide InterCept with
any  information  obtained  from  a  cardholder  regarding  such  Debit  Cards.

5.     LIMITATION  OF  LIABILITY.

5.1     INTERCEPT  WILL  NOT  BE LIABLE FOR LOSS OF PROFITS, LOSS OF BUSINESS OR
CUSTOMERS,  OR  FOR  INDIRECT,  INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR
PUNITIVE  DAMAGES SUFFERED BY CUSTOMER, HOLDERS OF DEBIT CARDS OR OTHERS ARISING
OUT  OF  OR  RELATED  TO  THIS  AGREEMENT  OR  THE  SERVICES PROVIDED HEREUNDER,
HOWSOEVER  CAUSED (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE AND
BREACH  OF  WARRANTY).  InterCept  disclaims  all liability to Customer for, and
Customer  shall indemnify and hold InterCept harmless from, any and all demands,
claims,  -actions,  losses,  damages,  liabilities,


                                     2 of 5
Secure Debit Agreement                              CONFIDENTIAL_________INITIAL
<PAGE>
costs,  and expenses, including reasonable fees and expenses of counsel, arising
in  connection  with  any  of  the  following:

     (a)  ANY  occurrence  of  fraud  in  connection  with  a Debit Card (unless
          Customer  elects the Fraud Indemnification option described in Section
          7 of this Addendum);

     (b)  Neural  Network  system  downtime  for  maintenance,  enhancements,
          upgrades, and similar activities;

     (c)  the  application  of  a  low  risk  score  when  a  transaction  was
          actually fraudulent;

     (d)  the  application  of  a  high  risk  score  which  results in blocking
          use of a Debit Card which is not involved in fraudulent activity;

     (e)  any  failure  by  InterCept  to  decline  a  fraudulent transaction or
          to notify Customer or cardholder of a fraudulent transaction;

     (f)  any  decline  of  anon-fraudulent  transaction;  or

     (g)  a  cardholder's  inability  to  use  his  or  her  Debit  Card  due to
          InterCept placing a temporary restriction

on  a  Debit  Card  which  InterCept  determines  to  be potentially fraudulent.

6.     NEURAL  NETWORK  MONITORING  FEES.  No fees ("Monitoring Fees") for Fraud
       ---------------------------------
Detection  Services  will  be  charged  for  any  month  during the term of this
Addendum  in  which  Customer  maintains  a  Penetration Rate of 90% or greater.
"Penetration  Rate"  for  each  month hereunder is calculated on the last day of
such  month  by dividing the number of holders of Debit Cards issued by Customer
by  the  sum  of  (x) the number of holders of Debit Cards and (y) the number of
self-branded  automated teller machine (ATM) cards issued by Customer.  Customer
has  ninety  (90)  days  from  the effective date of this agreement to reach the
Penetration  Rate described above.  Following that initial 90 day period, during
any  month  that  the  Penetration  Rate  is  less  than  90%, Customer will pay
Monitoring  Fees  to  InterCept  in  an  amount  determined  as  follows:

     (a)  $0.02  for  each  signature-based  transaction  attempt by a holder of
          a Debit Card issued by Customer during such month; and

     (b)  $100.00  per  1,000  Debit  Card  accounts  (or  pro-rata  portion
          thereof) on the last day of such month.

7.     OPTIONAL  INDEMNIFICATION  SERVICES.

7.1     In  addition  to  Fraud  Detection  Services,  Customer  may also engage
InterCept for Fraud Indemnification.  If Customer chooses this option, InterCept
will  indemnify  Customer  against any loss sustained by Customer (other than an
Excluded  Loss,  as  defined  below)  due  to  any  debit card transaction by an
unauthorized  person  who  uses  (a) any lost or stolen Debit Card or Debit Card
number or (b) any counterfeit Debit Card or Debit Card number purportedly issued
by


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Secure Debit Agreement                              CONFIDENTIAL_________INITIAL
<PAGE>
Customer;  provided, however, that Customer shall be responsible for the initial
$50.00  of  any  loss  applicable  to  a  Debit  Card  number.

7.2     Notwithstanding the foregoing, InterCept will not indemnify Customer for
any  of  the  following  losses  (each  of  which  shall  be  an Excluded Loss):

     (a)  losses  due  to  the  cardholder's  attempt  to  commit  fraud against
          Customer.

     (b)  PIN-based  cardholder  losses  where  the  cardholder  has  disclosed
          the  PIN  number  to  any  other party, including, but not limited to,
          disclosure by writing the PIN number on or near the card.

     (c)  losses  due  to  any  action  or  omission of any employee or agent of
          Customer.

     (d)  losses  due  to  disputed  transactions  between Customer, cardholder,
          and  merchant,  such  as  lack  of  service,  non-receipt,  duplicate
          postings, and differences in posting amount and receipt.

     (e)  losses  resulting  from  lost  interest,  bank  fees,  returned  check
          fees, overdraft fees, or any other charge incurred by a cardholder due
          to  reductions  in  an  account's  available  balance as a result of a
          fraudulent transaction.

     (f)  losses  above  InterCept's  then-current  guidelines  for  daily
          point-of-sale  maximum  amount.  As of the date of this document, such
          amount  is  $1,200.00.  InterCept  reserves  the  right to increase or
          decrease  this  amount  at  any time and will provide Customer written
          notice  thereof.  In  the  event that Customer raises any cardholder's
          limit  above that amount, Customer shall be responsible for any losses
          incurred over that daily limit.

     (g)  losses  that  result  from  any  cards  which  are  not  Debit  Cards,
          including Customer's original issue of automated teller machine cards.

8.     CUSTOMER  RESPONSIBILITIES.

8.1     The  Fraud  Indemnification  provided  by  InterCept is conditioned upon
Customer  providing  InterCept  notice  of  any  occurrence  upon which Customer
intends  to  base  a  claim  of indemnification hereunder within 60 days of such
occurrence.  InterCept  shall  have full authority to investigate and take legal
action  with  regard  to  such occurrence, and Customer shall provide reasonable
assistance  and  cooperation  to  enable InterCept to investigate and take legal
action  with  regard  to  such  occurrence.

8.2     Customer  agrees  that  InterCept  shall  have  the  right  to  contact
cardholders  during  the  investigation  of any occurrence for which Customer is
malting  a  claim  hereunder.  Further,  Customer  agrees to use best efforts to
obtain  an  affidavit  from any such cardholder, attesting to his or her lack of
involvement  in  the  occurrence  and  his  or  her willingness to assist in any
investigation  and  legal  action  relating  thereto.


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<PAGE>
8.3     Within  24 hours of receiving notice from a cardholder that a Debit Card
has  been  lost,  stolen  or  compromised,  Customer shall report such notice to
InterCept  so  that  the  Debit  Card  may be included on the MasterCard Warning
Bulletin  or  Visa  Exception File (as applicable) for such period of time as is
necessary  (recommended  minimum  of  6  months)  to  protect  against attempted
fraudulent  transactions.  Customer shall pay all charges and costs incurred for
inclusion of the Debit Card on the MasterCard Warning Bulletin or Visa Exception
File.

9.     FRAUD  INDEMNIFICATION  FEES.  For  each  month  during  the term of this
       ----------------------------
Addendum, Customer will pay InterCept a fee (the "Fraud Indemnification Fee's in
an  amount  equal  to  10%  of  Customer's  gross monthly interchange fee income
arising  from  Debit Cards.  The Fraud Indemnification Fee is in addition to any
Monitoring  Fees  owed  by  Customer  and is not eligible for a waiver as is the
Monitoring  Fee.

10.     CUSTOMER  MUST  SELECT ONE OF THE FOLLOWING TWO OPTIONS FOR SECURE DEBIT
SERVICES:

     (a)     -     FRAUD DETECTION SERVICES AND FRAUD INDEMNIFICATION.  Customer
elects  to receive both Fraud Detection Services and Fraud Indemnification.  All
sections of this Addendum shall be in effect.  Customer shall be responsible for
the  fees  described  in  sections  6  and  9.

     (b)     -     FRAUD  DETECTION  SERVICES  ONLY.  Customer elects to receive
only Fraud Detection Services and declines Fraud Indemnification. Sections 7, 8,
and  9  of  this Addendum shall not apply. Customer shall be responsible for the
fees described in Section 6 only.

Each  of  InterCept  and Customer has agreed to these terms and conditions as of
the  date  set  forth  below:

Customer: Cherokee Bank, Canton, GA     InterCept, Inc.:


By:___________________________          By:___________________________

______________________________          ______________________________
Print Name                              Print Name


______________________________          ______________________________
Print Title                             Print Title


______________________________          ______________________________
Date                                    Date


                                     5 of 5
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<PAGE>
<TABLE>
<CAPTION>
                          EFT/ATM PRICING PROPOSAL FOR
                                  CHEROKEE BANK
                               CANTON, GA 04/20/04

EFT SERVICES MONTHLY FEES
===========================================================================
<S>                                                              <C>
MONTHLY PROCESSING FEES (ATM SERVICES)                           $   700.00
    Card Management Services
    Card Issue Service
    ATM Support Services
    ATM Terminal Driving
    Host File Authorization
    (INCLUDES CORE DISCOUNT)

MONTHLY PIN-BASED TRANSACTION FEES
    PIN-based Transaction Attempts                               $     0.08
    Surcharged Transactions (each)                               $     0.05

DEBIT MASTERCARD SERVICES MONTHLY FEES
    Base Processing Fee                                          $   125.00
    Card File Residency (each)                                   $     0.06
    Transactions:
    -------------
        Authorization (each)                                     $     0.08
        Settlement (each)                                        $     0.08
    Association Fees (MCBS/Assessments)                           Pass Thru

AFFILIATE MEMBER
    "SAFE" Reporting                                             $    25.00
    Quarterly Reporting ($100.00 per Quarter)                    $    33.33
    Affiliate Management Fee                                     $    25.00

EFT SERVICES ADDITIONAL MONTHLY FEES
    Additional Dedicated ATM Support ($100 each)                 $   200.00
    Cirrus/MasterCard Network Connect Monthly Fee .              $    50.00
    InterCept Switch Network Connect Monthly Fee                     Waived
    Maestro Network Connect Monthly Fee                          $    50.00
    Pulse Network Connect Monthly Fee                                Waived
    Plus/Visa Network Connect Monthly Fee                        $    50.00

DEBIT MASTERCARD MISCELLANEOUS FEES
    Lost/Stolen Card Service (includes 3 per month)              $    25.00
    Cards over 3 per month assessed fees per EFT Schedule of
    Service Fees
    Affiliate Members: Annual BIN Fee                            $   100.00
        *MasterCard-Fees and Other Services: The Affiliate
        Member will be responsible for all MasterCard fees and
        any other costs not specified within this contract

OTHER MONTHLY CONSIDERATIONS AFTER CONVERSION
    Additional Network Support (each)                            $   100.00
    Additional Dedicated ATM Support (each)                      $   100.00

NATIONAL NETWORK MONTHLY MEMBERSHIP FEES
    Cirrus                                                       $    50.00
    Plus                                                         $    50.00
</TABLE>


                                     1 of 1
EFT/ATM Pricing                                     CONFIDENTIAL_________INITIAL
<PAGE>
<TABLE>
<CAPTION>
                                                 2004 EFT SCHEDULE OF SERVICE FEES

CHANGES TO INSTITUTION PARAMETERS                                            CUSTOM PLASTIC
<S>                                                     <C>                  <C>                                       <C>
Implement/Change Service Charge                         $           100.00   ATM card stock                                By Quote
Change in Settlement Account Number                     $           100.00   Debit MasterCard card stock                   By Quote
Add Telepin Service                                     $           150.00   VisaCheck card stock                          By Quote
Card Production changes (daily extract, reissue, etc.)  $            50.00   Card artwork (Set-up Fee)                 $     300.00
Add network access (contracts, system, testing)         $           300.00   Card artwork clean up (per hour)          $      75.00
Setting up PIN Salvage                                  $           150.00
Add a new Card Type                                     $           150.00   GENERIC PLASTIC
Other per request                                                 By Quote   ATM card stock                            $       1.00
Card carrier modification                               $           150.00   Debit MasterCard card stock               $       1.25
Change to File Dispatch (per hour                       $           195.00   VisaCheck card stock                      $       1.20
                                                                             Card Artwork                              $     150.00
MISCELLANEOUS REQUESTS
Requests for Custom Programming and Certification       $           175.00   MISCELLANEOUS CARD CHARGES
General Ledger Balancing and Reconciliation (per        $           100.00   Ultra graphix set up                      $     100.00
hour)
Cardholder Reports-CD or email                           .01 per card, $50   Ultra graphix print (post manufacturing)  $       0.20
                                                                   minimum
Cardholder Reports-Paper                                 .01 per card, $75   Inserts printed                               By Quote
                                                                  minimum
On-site Training (per hour - 4 hour minimum)            $           100.00   Overnight shipping                           Pass Thru
Corporate Training (per hour)                           $            50.00   Secure shipping                              Pass Thru
Research & ATM Balancing                                $            50.00   UPS charges                                  Pass Thru
Return of ACH Settlement                                $           200.00   Cards destroyed-MM/Visa                   $       0.07
Reprints of daily reports on CD (each)                  $            50.00   Cards destroyed-ATM                       $       0.05
Reprints of daily reports via email (each)              $            35.00   Card storage (per type, per month)        $      30.00
PVK or "A" DES Key replacement                          $           150.00   Custom Card gloves                            By Quote
24 hour - Rush Card delivery                            $            50.00   Generic Card gloves                       $       0.10
     FedEx charges                                               Pass thru   PIN only requests                         $       0.60
Reversal File                                           $            50.00   Card/PIN order destroyed before mailing   $       6.50
Changes to Terminal Parameters                                               Invalid card requests                     $       0.90
    Surcharge Amounts (per terminal)                    $            50.00   Excess Batch Charges (each)               $       8.00
     Surcharge Avoidance Parameters (per terminal)      $            50.00   Rush Order Fees (same day card orders)    $      50.00
Mass Card Issuance                                      $           500.00
Mass Changes to Cardholder File                         $           200.00   PHOTO CARDS
Mass Cardholder Deletes                                 $           200.00   VisaCheck Card Stock                      $       1.20
                                                                                              1.25
SECURITY FEES                                                                Debit MasterCard Card Stock     One Time Program Setup
Chargeback/Adjustments                                  $            15.00    New Customer/New Card Type               $     500.00
Lost/Stolen monthly charges (includes 3)                $            25.00    Existing Customer/New Card Type          $     295.00
     Additional card reported                           $             7.00   Image Storage - Per image/year            $       0.50
                                                                                             $1.95
CARD PRODUCTION FEES                                                          Photo Imaging on card       Signature imaging on card
EMBOSSING AND ENCODING                                                        Surcharge for batch processing           $       3.00
ATM Cards produced                                      $             1.35
Debit MasterCards produced                              $             1.55   ABILITY TO ORDER CARDS MORE THAN ONCE
VisaCheck Cards produced                                $             1.55                           Ordering One (1) Time per Week
Postage                                                 $             0.37   Ordering Two (2) times per Week           $      40.00
                                                                             Ordering Three (3) times per Week         $      80.00
INSTANT ISSUE                                                                Ordering Four (4) times per Week          $     120.00
File Generation Fee                                     $           100.00   Ordering Five (5) times per Week          $     160.00
Per ATM card issued                                     $             1.35

TELEPIN
Telepin-in Branch                                       $             0.50
Telepin-at Home                                         $             0.60
</TABLE>

              ***ALL SHIPPING/POSTAGE/TRAVEL IS BILLED AS INCURRED.


<PAGE>
                        2004 EFT SCHEDULE OF SERVICE FEES

The following schedule outlines the per item fees for services performed outside
of  basic  EFT  processing.  All of these services have been designed to provide
your institution with a full range of program options based on individual needs.
These  fees  are  effective  January  01,  2004  and  are  subject  to  change.

<TABLE>
<CAPTION>
                                                                          ADDITIONAL EXPEDITE FEE
                                                                           NOTICE - BUSINESS DAYS
<S>                                                          <C>        <C>       <C>       <C>
STANDARD ATM INSTALLATION FEES                                          <10 DAYS   <5 DAYS   <2 DAYS
On-line ATM Installation                                     $  500.00  $ 300.00  $ 500.00  $ 750.00
  Download correction/modification                           $  300.00
Dial-up ATM Installation                                     $  250.00  $ 150.00  $ 250.00  $ 375.00

ATM Swap out
  Full Model Swap-out                                        $  500.00  $ 300.00  $ 500.00  $ 750.00
  Same Model Upgrade                                         $  250.00  $ 150.00  $ 250.00  $ 375.00
  "B" Key Replacement (3 pair)                               $  100.00

Triple DES Upgrade                                           $  300.00
  Includes 3 hours of support, each additional               $  175.00

Upgrade ATM to IP (per ATM)                                  $  300.00
Router Charges (per hour)                                    $  175.00

HOST INTERFACE FEES
On-line to PBF change / downgrade                            $  200.00
Certification of New Host Interface
  Off-Shelf Model                                            $3,000.00
    Includes 15 hours of test time, each additional          $  200.00
  Custom Host Interface (ISO 8583 Format)                    $8,000.00
    Includes 15 hours of test time, each additional          $  200.00
Additional Documentation After Conversion                    $   50.00
Host Reconciliation Software                                 $1,000.00

MERGERS
Adding Card Program (non-customer)                           $2,995.00
Deleting Card Program (existing customer)                    $1,500.00
Adding ATM (each)                                            $  500.00
Removing ATM from Service (each)                             $  100.00
Mass Card Issuance                                           $  500.00
Mass Changes to Cardholder File                              $  200.00
Mass Cardholder Deletes                                      $  200.00

BANK NAME CHANGE (Networks, Contracts, Card Vendor, et al.)  $  500.00
Bank/Terminal Parameter Update                               $  200.00
Download Changes/Per Terminal                                $  100.00

NEW CARD PROGRAMS
Business Debit Card                                          $1,000.00
Gold Debit Card                                              $1,000.00

DECONVERSION FEES
Base Deconversion Fee                                        $1,500.00
Deconversion File (each) (CD, Cartridge, Open Reel)          $1,500.00
Per Network Notification/Transfer/Deletion                   $  200.00
Per ATM                                                      $  100.00
6 Month Report Delivery via weekly email                     $  600.00
6 Month Report Delivery via CD-Rom                           $1,200.00
PVK or "A" DES Key replacement                               $  150.00
Return of ACH settlement                                     $  200.00
</TABLE>


<PAGE>