Exhibit No. 10.21

                             INDEPENDENT CONTRACTOR
                              CONSULTING AGREEMENT

      WHEREAS,  Ernest J. Sewell ("Sewell"),  FNB Financial Services Corporation
("FNB"),  and FNB  Southeast  ("Bank") are parties to the  Employment  Agreement
between  Sewell  and,  as the joint  employer,  FNB and the Bank  (jointly,  the
"Company"),  dated May 18,  1995 and  amended  on May 18,  2002,  amended  as of
January 1, 2004,  amended on May 19,  2004,  and amended as of October 20, 2005;
and

      WHEREAS,  Sewell  desires to retire from  employment  by the Company as of
January 31, 2006; and

      WHEREAS,  the Company  desires to continue to have the benefit of Sewell's
experience  and  expertise  in  the   maintenance  and  development  of  banking
relationships after his retirement; and

      WHEREAS,  Sewell  desires to advise the  Company  in the  maintenance  and
development of banking relationships; and

      WHEREAS,  Sewell  and the  Company  desire  to set  forth  the  terms  and
conditions of Sewell's engagement as an independent contractor consultant to the
Company.

      NOW, THEREFORE, the parties agree as follows:

      Section 1.  Services.  Sewell shall be engaged by the Company for the Term
(as defined in Section 2 below) as an independent contractor to consult with and
advise  the Bank  concerning  the  maintenance  of the Bank's  current,  and the
development  of  additional,  banking  relationships  within  the State of North
Carolina,  including in particular, but not by way of limitation, in New Hanover
County,  North Carolina and adjacent  geographical  areas. Sewell shall dedicate
such of his time as is  reasonable  and  necessary  to provide  such  consulting
services.  He shall be the Senior  Advisor of the Company and shall consult with
the Executive Committee of the Board of Directors concerning his activities.

      Section 2. Term.  The term of  Sewell's  engagement  under this  Agreement
shall  commence  on  February  1, 2006 and expire on January  31,  2011,  unless
earlier  terminated  as  provided  herein (the  "Term").  Sewell and the Company
acknowledge  that  they have  separately  agreed  that  Sewell  shall  remain an
employee of the Company through January 31, 2006 with all the rights and subject
to all of the conditions set forth in his Employment Agreement, as amended.

      Section 3. Compensation. Beginning February 1, 2006 and continuing through
the  remainder  of the  Term,  Sewell  shall  receive  from the  Bank a  monthly
consulting fee of $5,000, payable $2,500 on each of the 15th day and 30th day of
each calendar month.

<PAGE>

      Section 4. Expense  Reimbursement.  Sewell shall be entitled to payment of
all reasonable  out-of-pocket  expenses incurred by him in providing  consulting
services under this Agreement upon  presentation by him of itemized  accounts of
such expenses and appropriate documentation therefore.

      Section 5. Stock Option Grant. Sewell and the Company acknowledge that the
Board of Directors of FNB and the "Committee" administering FNB's Omnibus Equity
Compensation   Plan   ("Option   Plan")  have   determined  to  award  Sewell  a
non-qualified  option to acquire  50,000 shares of FNB's common stock on October
31, 2005,  such option  having an exercise  price equal to the closing  price of
FNB's  common  stock on The Nasdaq  Stock  Market,  Inc. on the last trading day
prior to October 31, 2005 (the "Option").  The Committee has determined that the
Option shall vest and become exercisable on January 31, 2011, except as follows:

      a.    The Option shall terminate and be of no further force or effect upon
            the termination of Sewell's engagement under this Agreement prior to
            the expiration of the Term (i) by Sewell voluntarily, (ii) by reason
            of Sewell's  Disability (as defined in Section 6 below), or (iii) by
            the Company for Cause (as defined in Section 6 below);

      b.    The Option shall be immediately  vested and be exercisable by Sewell
            upon the  occurrence of an  "Acceleration  Event," as defined in the
            Option Plan, and as provided in the Option Plan; and

      c.    Upon the death of Sewell  during the Term,  one-fifth  of the Option
            (i.e. 10,000 shares) shall be deemed vested and exercisable for each
            twelve (12) month  period from  February  1st through  January  31st
            occurring during the Term and prior to Sewell's death.

The  Committee has  additionally  determined  that the period of time  following
Sewell's  "Retirement"  (as defined in the Option  Plan) within which the Option
may be exercised by Sewell shall be the period  ending on the first  anniversary
of the date the Option first becomes vested and exercisable. The award agreement
with respect to the Option shall set forth the above provisions.

      Section 6. Termination.
      ---------- ------------

      a.    In the event of the death or Disability (as defined below) of Sewell
            during the Term,  Sewell's  engagement  under this  Agreement  shall
            terminate  immediately.  "Disability"  shall mean the inability,  by
            reason  of bodily  injury or  physical  or  mental  disease,  or any
            combination  thereof,  of Sewell to provide the consulting  services
            specified  under  this  Agreement  for a  period  of  more  than  90
            consecutive days. In the event the parties are unable to agree as to
            whether  Sewell is  suffering a  Disability,  Sewell and the Company
            shall each select a physician and the two physicians so chosen shall
            make the  determination  or, if they are unable to agree, they shall
            select a third physician, and the determination as to whether Sewell
            is


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<PAGE>

            suffering a Disability  shall be based upon the  determination  of a
            majority of the three physicians.

      b.    The Company may terminate  Sewell's  engagement under this Agreement
            for Cause (as defined below).  Upon  termination  for Cause,  Sewell
            shall receive a consulting fee as specified  herein only through the
            date of termination  (and pro rated as applicable).  Termination for
            Cause shall mean  termination  due to (i) a willful and  intentional
            act of Sewell which  constitutes a breach of any duty he owes to FNB
            and/or the Bank,  (ii) any act or omission to act by Sewell which is
            intended  to  injure  the  reputation,   business  or  any  business
            relationships  of FNB  or  the  Bank  or  the  officers,  directors,
            shareholders,  employees  or  customers  of either of them;  (iii) a
            breach by Sewell of the  provisions of Section 7 of this  Agreement;
            (iv) the  commission  by Sewell of any act, or any failure by Sewell
            to act,  constituting  (A)  criminal  conduct  (other  than  traffic
            violations   or  similar   misdemeanor   offenses),   (B)   personal
            dishonesty, (C) moral turpitude, or (D) a violation of any law, rule
            or  regulation  applicable  to the business or affairs of FNB and/or
            the Bank, or (v) the  determination  by a banking  regulator  having
            jurisdiction  over FNB and/or the Bank that Sewell must be suspended
            or prohibited  from  providing  the  consulting  services  specified
            herein.

      c.    Sewell may  voluntarily  terminate this Agreement and his engagement
            hereunder at any time.

      Section 7. Covenants Not To Compete And Not To Solicit.
      ---------- --------------------------------------------

      a.    Sewell hereby  promises,  agrees,  warrants and  covenants  that, in
            consideration  of the  Company's  agreement  to  this  Agreement  as
            provided  herein and the  granting  of the Option by the  Company in
            anticipation of the  commencement  of the Term,  among other things,
            during the Term and, as  applicable,  (i) the period of one (1) year
            following  the  expiration  of the Term and (ii) the period of three
            (3) years  following the  termination of this Agreement and Sewell's
            engagement  hereunder  by Sewell  voluntarily  or by the  Company by
            reason of Disability or Cause:

            i.    he will not,  directly or indirectly,  own any equity interest
                  in  (other  than  up to  three  percent  (3%)  of  the  equity
                  interests of an entity  traded or qualified for quotation on a
                  national  securities  exchange  or  a  national   inter-dealer
                  quotation  system),  operate,  control,  manage,  serve  as an
                  employee,   officer  or  director  of,  render  consulting  or
                  advisory  services to, serve as an independent  contractor of,
                  or  otherwise   participate  in  the  operation,   control  or
                  management  of any entity or group of  persons  engaged in the
                  operation of a financial  institution and/or a holding company
                  of a financial  institution operating within the Territory (as
                  defined  below) or of any entity or group of  persons  engaged
                  within the Territory in the provision of financial services or
                  products  offered by FNB or any direct or indirect  subsidiary
                  thereof (the "FNB Group");


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<PAGE>

            ii.   he will not,  directly or indirectly,  solicit,  assist in the
                  solicitation   of,  influence  or  attempt  to  influence  any
                  customer of any member of the FNB Group to discontinue  use of
                  any of such  member's  services  or products or to divert such
                  customer's  business  relationship with such member of the FNB
                  Group to any other provider of such services or products; and

            iii.  he will not,  directly or indirectly,  solicit,  assist in the
                  solicitation   of,  influence  or  attempt  to  influence  any
                  employee or  independent  contractor  of any member of the FNB
                  Group  to  terminate  his or  her  employment  or  independent
                  contractor relationship with such member.

      b.    "Territory"  shall mean each  geographic  area  composed of a circle
            having  a  business  location  of a member  of the FNB  Group as its
            center point and a radius of twenty-five (25) miles.

      c.    Sewell  and  the  Company  agree  that  their  intent  is  that  the
            provisions  of this  Section 7 shall be  enforceable  to the fullest
            extent  permitted  under  the  laws  and  public  policies  of  each
            jurisdiction  in which  enforcement is sought.  Accordingly,  if any
            provision  of this Section 7 shall be  adjudicated  to be invalid or
            unenforceable in a particular jurisdiction,  such adjudication shall
            apply  only  with  respect  to such  provision  in  that  particular
            jurisdiction,  and the remainder of this Section 7 shall continue in
            full force and effect in that particular jurisdiction.

      d.    In the event that the Company  materially  breaches its  obligations
            under  the  Employment  Agreement  and does not  promptly  cure such
            breach,  the  provisions  of this  Section 7 shall cease to have any
            further force or effect.

      Section 8. Injunctive Relief. Sewell and the Company acknowledge and agree
that the Company would suffer irreparable injury in the event of a breach of any
of the  provisions  of Section 7 set forth above and that the  Company  shall be
entitled  to an  injunction  restraining  Sewell  from any breach or  threatened
breach thereof.  Nothing herein shall be construed,  however, as prohibiting the
Company from  pursuing any other  remedies at law or in equity which it may have
for any such  breach  or  threatened  breach of any  provisions  of  Section  7,
including the recovery of damages by the Company.

      Section 9.  Successors and Assigns.  This Agreement shall be binding upon,
and shall  inure to the  benefit of,  Sewell and his  personal  representatives,
estate and heirs and FNB, the Bank and their respective  successors and assigns,
including without limitation any corporation or other entity to which FNB or the
Bank may  transfer  all or  substantially  all of its  assets and  business  (by
operation of law or otherwise) and to which FNB or the Bank, as applicable,  may
assign  this  Agreement.  Sewell may not  assign  this  Agreement  or any of his
rights, duties or obligations herein.

      Section 10. Notices. All notices given pursuant to this Agreement shall be
in writing and either  delivered  personally,  sent via  certified or registered
U.S. Mail (postage and fees  prepaid),  or delivered by a nationally  recognized
overnight delivery service, to applicable following address:


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<PAGE>

      a.    If to Sewell:

            -------------------------

            -------------------------

            -------------------------

      b.    If to the Company:

            Chairman of the Board
            FNB Financial Services Corporation
            1501 Highwoods Blvd.
            Suite 400
            Greensboro, NC 27410

Either  party may change the  address to which its or his notices are to be sent
by giving  written  notice to the other party as  provided  in this  Section 10.
Notices shall be deemed effective upon receipt at the applicable address.

      Section  11.  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between  Sewell and the Company  with  respect to the  engagement  of
Sewell by the Company as an independent contractor consultant and supersedes and
replaces all other  understandings  and agreements,  whether oral or in writing,
previously entered into by the parties with respect to such employment.

      This Agreement is executed as of October 20, 2005, but shall not be deemed
effective until February 1, 2006.


                                            /s/ ERNEST J. SEWELL
                                            ----------------------------------
                                            Ernest J. Sewell


                                            FNB Financial Services Corporation

                                            By: /s/ BARRY Z. DODSON
                                               -------------------------------
                                               Barry Z. Dodson
                                               Chairman of the Board


                                            FNB Southeast

                                            By: /s/ BARRY Z. DODSON
                                               -------------------------------
                                                Barry Z. Dodson
                                                Chairman of the Board


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