CHANGE OF CONTROL AGREEMENT

                                                                    Exhibit 10.1

            NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
                  TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT


                           CHANGE OF CONTROL AGREEMENT

         This   Agreement is entered into as of this 1st day of May,   2006 by and
between   Carolina   National   Corporation (the "Company") and Harry R. Brown (the
"Executive").

         The principal purpose of this agreement is to protect Executive against
a Change in Control of the Company as defined in Section 1 below.   Executive is,
however, an employee at will, and this agreement is not an employment   agreement
and shall not create for Executive any right to continued employment.

          In consideration of services   previously provided to the Company by the
Executive,   and Executive's willingness to continue employment with the Company,
the parties hereby agree as follows:

1. In the event that,   within five years after the date of this   Agreement,   any
Change of Control (as defined below) of the Company is effected,   then Executive
shall be entitled to the following benefits:

         (a) If at any time within the six months   following the effective   date
         of a Change of Control,   (i) Executive   terminates his employment   with
         the Company   following:   (x) a   reduction   in his   compensation,   (y) a
         substantial   change in his duties or status,   or (z) his being required
         to relocate or (ii)   Executive is terminated by the Company,   upon such
         termination   Executive shall be entitled to a lump sum payment equal to
         the Executive's annual salary in effect at the date of termination.

         (b) Any amount paid pursuant to this Agreement will be deemed severance
         pay.   Executive shall not be under any duty to mitigate   damages and no
         income   received by   Executive   thereafter   shall reduce the amount due
         Executive hereunder.

         A   "Change   of   Control"   of the   Company   shall be deemed to have been
effected   for   purposes of this   agreement   if either (i) voting   control of the
Company is acquired,   directly or   indirectly,   by any person or group acting in
concert,   (ii) the   Company   is   merged   with or into any other   entity   and the
Company is not the surviving   entity of the merger,   (iii) voting control of any
subsidiary of the Company by which subsidiary   Exec