EXHIBIT 10.4

                           Memorandum of Understanding

         The  memorandum  of   understanding   is  between   Carolina   National
Corporation (the "Company") and Joe Pinner.

Background

         The Company is in the process of  organizing a  commercial  bank in the
Columbia,  South  Carolina area (the "Bank").  The Company  wishes to retain the
services of Mr.  Pinner as an  independent  contractor  to consult on  marketing
matters and to provide the  services  stated below to assist the Company and the
Bank in their marketing efforts.

Responsibilities/obligations of Mr. Pinner:

     (1)  Be the  ambassador  of the  Bank,  i.e.  publicly  identify  with  and
          personify the Bank as its voice, face, etc.

     (2)  Serve as the Bank's featured celebrity talent in broadcast,  print and
          other media advertising.

     (3)  Emcee Bank related events and make public  promotional  appearances on
          behalf of the Bank.

     (4)  Consult and work with the Bank and its other marketing and advertising
          professionals to enhance Bank's public relations, design ad campaigns,
          prepare advertisements, scripts, copy, etc.

     (5)  Recommend/refer  prospective  customers  and  positively  promote  the
          Bank's image, objectives, products and services.

     (6)  Generally  identify with and communicate his affinity with and support
          for the Bank.

     (7)  The  services  described  in (1) - (6) shall be  provided  at mutually
          convenient times, places and frequencies giving due recognition to the
          facts that Mr. Pinner is retired,  has other  responsibilities and his
          services under this memorandum are not intended to be a full time job.

     (8)  Not to perform similar  services for any other financial  institutions
          while receiving compensation from the Company.

Responsibilities/obligations of Company:

     (1)  Pay Mr.  Pinner a  retainer  of $200.00  per month for four  months of
          minimal required  services  beginning with the date of signing of this
          memorandum  and  $1,500.00  per month  thereafter  for the next twenty
          months.

     (2)  Reimburse   reasonable   expenses   incurred  by  Mr.  Pinner  in  the
          performance  of  his  obligations  under  this  memorandum  which  are
          deductible by the Company under I.R.S.  guidelines and to include such
          things as meals, and any  transportation  expenses outside of Richland
          and Lexington Counties.

     (3)  Provide Mr. Pinner with reasonable and necessary materials, equipment,
          supplies  and  assistance  to  perform  his  obligations   under  this
          memorandum.

     (4)  Keep Mr. Pinner informed  regarding Bank's desired image,  objectives,
          products, services, etc.

     (5)  Work with Mr. Pinner and other marketing and advertising professionals
          to  develop   promotional   ideas,   design  ad   campaigns,   prepare
          advertisements, etc.




Termination

     (1)  This memorandum will terminate  automatically two years after the date
          on which it is signed, but may be extended by mutual consent.

     (2)  The Company may terminate this memorandum if the Bank fails to receive
          a  charter,  Mr.  Pinner  dies or becomes  disabled  so that he cannot
          perform his obligations under this memorandum.

Other

     (1)  The Company shall have the right to assign its rights and  obligations
          under this memorandum to the Bank.

     (2)  The Company will issue Mr.  Pinner 1,500 shares of its common stock in
          lieu of the first $15,000 of payments due under this  memorandum.  The
          stock will be issued upon signing of this  memorandum and will be held
          in escrow by the Company to be released from escrow as payments  under
          this  memorandum are due (at $10.00 per share).  Mr. Pinner shall have
          the right to vote the stock  while it is in  escrow.  Should any stock
          remain in escrow upon termination of this memorandum,  that stock will
          revert to the Company and Mr. Pinner will have no further  rights with
          respect to such stock.

         Signed at Columbia, South Carolina on April __, 2001.



                             [SIGNATURES OMITTED]




















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