EXHIBIT 10.1

                                      BB&T
                                 LOAN AGREEMENT



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                                 Account Number

This Loan Agreement (the "Agreement") is made this 1st day of November,  2001 by
and  between  BRANCH  BANKING  AND  TRUST  COMPANY,  a  North  Carolina  banking
corporation ("Bank"), and:

Resource Mortgage, Inc., a South Carolina corporation  ("Borrower"),  having its
chief executive office at Columbia, South Carolina; and

Community Bankshares, Inc., a South Carolina corporation ("Guarantor).

The Borrower has applied to Bank for and the Bank has agreed to make, subject to
the terms of this Agreement, the following loan (hereinafter "Loan"):

Line of Credit ("Line of Credit") in the maximum  principal amount not to exceed
$9,000,000 at any one time  outstanding  for the purpose of providing  warehouse
funding for conforming home mortgages which Line of Credit shall be evidenced by
the  Borrower's  Promissory  Note dated on or after the date hereof  which shall
mature  October  31,  2002,  when  the  entire  unpaid  principal  balance  then
outstanding  plus  accrued  interest  thereon  shall be paid in  full.  Prior to
maturity or the occurrence of any Event of Default  hereunder and subject to any
Borrowing Base  limitations,  as applicable,  the Borrower may, without penalty,
borrow, repay, and reborrow under the Line of Credit through maturity.  The Line
of Credit shall bear interest at the rate set forth in any such Note  evidencing
all or any  portion of the Line of Credit,  the terms of which are  incorporated
herein by reference.

The promissory  note  evidencing the Line of Credit is referred to herein as the
"Note"  and  shall  include  all   extensions,   renewals,   modifications   and
substitutions  thereof.  The Line of Credit  shall be secured by the  collateral
described in the security documents described below.

Section 1 Conditions Precedent

The Bank shall not be obligated to make any  disbursement of Loan proceeds until
all  of the  following  conditions  have  been  satisfied  by  proper  evidence,
execution,  and/or  delivery to the Bank of the  following  items in addition to
this Agreement,  all in form and substance  reasonably  satisfactory to the Bank
and the Bank's counsel in their sole  discretion:

     Note: The Note evidencing the Loan duly executed by the Borrower.

Security Agreement:  Security Agreement in which Borrower and any other owner (a
     "Debtor")  of  personal  property  collateral  shall  grant to Bank a first
     priority security interest in the personal property specified therein.  (If
     Bank  has or will  have a  security  interest  in any  collateral  which is
     inferior to the security interest of another creditor,  Borrower must fully
     disclose  to Bank any and all  prior  security  interests,  and  Bank  must
     specifically  approve any such security interest which will continue during
     the Loan.)

UCC  Financing Statements:  Acknowledged copies of UCC Financing Statements duly
     filed in Borrower's or other owner's state of  incorporation,  organization
     or residence,  and in all  jurisdictions  necessary,  or in the  reasonable
     opinion of the Bank desirable, to perfect the security interests granted in
     the  Security  Agreement,  and  certified  copies of  Information  Requests
     identifying all previous financing statements on record for the Borrower or
     other owner,  as  appropriate  from all  jurisdictions  indicating  that no
     security  interest has  previously  been  granted in any of the  collateral
     described in the Security  Agreement,  unless prior approval has been given
     by the Bank.

Commitment Fee: A commitment  fee (or balance  thereof) of $6,000.00  payable to
     the Bank on the date of execution of the Loan Documents.

Corporate  Resolution:  A  Corporate  Resolution  duly  adopted  by the Board of
     Directors  of  the  Borrower  authorizing  the  execution,   delivery,  and
     performance of the Loan Documents on or in a form provided by or reasonably
     acceptable to Bank.

Articles of Incorporation: A copy of the Articles of Incorporation and all other
     charter  documents  of the  Borrower,  all filed with and  certified by the
     Secretary of State of the State of the Borrower's incorporation.

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By-Laws: A copy of the By-Laws of the  Borrower,  certified by the  Secretary of
     the  Borrower  as  to  their  completeness  and  accuracy.

Certificate of  Incumbency:  A  certificate  of the  Secretary  of the  Borrower
     certifying  the names and true  signatures  of the officers of the Borrower
     authorized to sign the Loan Documents.

Certificate of Existence:  A  certification  of the Secretary of State (or other
     government  authority)  of the  State of the  Borrower's  Incorporation  or
     Organization  as to the  existence or good standing of the Borrower and its
     charter documents on file.

Opinion  of  Counsel:   An  opinion  of  counsel  for  the  Borrower  reasonably
     satisfactory  to the  Bank  and  the  Bank's  counsel.

Guaranty: Guaranty Agreement duly executed by the Guarantor.

Section 2 Representations and Warranties

The Borrower and Guarantor represent and warrant to Bank that:

     2.01.Financial  Statements.  The  balance  sheet of the  Guarantor  and its
     subsidiaries  (including Borrower) and the related Statements of Income and
     Retained  Earnings  of  the  Guarantor  and  its  subsidiaries   (including
     Borrower),  the  accompanying  footnotes  together  with  the  accountant's
     opinion thereon, and all other financial  information  previously furnished
     to the Bank,  are true and  correct  and in all  material  respects  fairly
     reflect the  financial  condition  of the  Guarantor  and its  subsidiaries
     (including  Borrower) as of the dates  thereof,  including  all  contingent
     liabilities of every type, and the financial condition of the Guarantor and
     its  subsidiaries  (including  Borrower) as stated  therein has not changed
     materially and adversely since the date thereof.

     2.02.Name,  Capacity  and  Standing.  The  Borrower's  exact  legal name is
     correctly  stated  in the  initial  paragraph  of the  Agreement.  Each  of
     Borrower and Guarantor  warrants and  represents  that it is duly organized
     and  validly   existing  under  the  laws  of  its   respective   state  of
     incorporation or organization; that it and/or its subsidiaries, if any, are
     duly  qualified  and in good  standing  in every  other  state in which the
     nature of their  business  shall require such  qualification,  and are each
     duly  authorized  by their board of directors to enter into and perform the
     obligations   under  the  Loan  Documents.

     2.03.No Violation of Other Agreements. The execution of the Loan Documents,
     and the performance by the Borrower,  by any and all pledgors  (whether the
     Borrower or other owners of  collateral  property  securing  payment of the
     Loan  (hereinafter  sometimes  referred  to as  the  "Pledgor"))  or by the
     Guarantor thereunder will not violate any provision, as applicable,  of its
     articles  of  incorporation  or by-laws  or, of any law,  other  agreement,
     indenture,  note, or other instrument binding upon the Borrower, Pledgor or
     Guarantor,  or give  cause for the  acceleration  of any of the  respective
     obligations of the Borrower or Guarantor.

     2.04. Authority.  All authority from and approval by any federal, state, or
     local  governmental  body,  commission  or agency  necessary to the making,
     validity,  or enforceability of this Agreement and the other Loan Documents
     has been obtained.

     2.05.Asset  Ownership.  The  Borrower  and  each  Guarantor  have  good and
     marketable  title to all of the  properties  and  assets  reflected  on the
     balance sheets and financial statements furnished to the Bank, and all such
     properties  and  assets  are free and clear of  mortgages,  deeds of trust,
     pledges, liens, and all other encumbrances except as otherwise disclosed by
     such financial statements.  In addition, each other owner of collateral has
     good and marketable title to such collateral,  free and clear of any liens,
     security interests and encumbrances, except as otherwise disclosed to Bank.

     2.06.Discharge  of Liens and Taxes. The Borrower and its  subsidiaries,  if
     any, and each Guarantor have filed,  paid,  and/or  discharged all taxes or
     other claims which may become a lien on any of their respective  properties
     or assets,  excepting to the extent that such items are being appropriately
     contested  in good faith and for which an  adequate  reserve  (in an amount
     acceptable  to  Bank)  for  the  payment   thereof  is  being   maintained.

     2.07.Regulation  U. None of the Loan  proceeds  shall be used  directly  or
     indirectly  for the purpose of  purchasing  or carrying any margin stock in
     violation of the  provisions  of  Regulation U of the Board of Governors of
     the Federal  Reserve  System.

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     2.08.ERISA.  Each  employee  benefit  plan,  as  defined  by  the  Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by
     the Borrower or by any subsidiary of the Borrower or Guarantor meets, as of
     the date hereof, the minimum funding standards of Section 302 of ERISA, all
     applicable  requirements of ERISA and of the Internal Revenue Code of 1986,
     as amended,  and no "Reportable  Event" nor  "Prohibited  Transaction"  (as
     defined  by  ERISA)   has   occurred   with   respect  to  any  such  plan.

     2.09.Litigation.  There is no claim,  action,  suit or proceeding  pending,
     threatened  or  reasonably   anticipated  before  any  court,   commission,
     administrative  agency, whether State or Federal, or arbitration which will
     materially   adversely   affect  the   financial   condition,   operations,
     properties, or business of the Borrower or its subsidiaries, if any, or the
     Guarantor, or the ability of the Borrower or the Guarantor to perform their
     obligations  under  the  Loan  Documents.

     2.10. Other Agreements. The representations and warranties made by Borrower
     to Bank in the other Loan  Documents  are true and correct in all  material
     respects  on the  date  hereof.

     2.11.Binding  and  Enforceable.  The Loan Documents,  when executed,  shall
     constitute  valid and binding  obligations  of the Borrower  and  Guarantor
     respectively, the execution of such Loan Documents has been duly authorized
     by the parties thereto, and are enforceable in accordance with their terms,
     except as may be limited by bankruptcy,  insolvency, moratorium, or similar
     laws affecting creditors' rights generally.

     2.12.  Commercial  Purpose.  The Loan is not a "consumer  transaction",  as
     defined in the South  Carolina  Uniform  Commercial  Code,  and none of the
     collateral was or will be purchased or held primarily for personal,  family
     or household purposes.

Section 3 Affirmative Covenants

The Borrower covenants and agrees that from the date hereof and until payment in
full of all  indebtedness and performance of all obligations owed under the Loan
Documents, Borrower shall:

     3.01.Maintain  Existence and Current  Legal Form of Business.  (a) Maintain
     its  existence  and good  standing  in the  state of its  incorporation  or
     organization,  (b)  maintain its current  legal form of business  indicated
     above,  and, (c), as applicable,  qualify and remain qualified as a foreign
     corporation,  general partnership,  limited partnership,  limited liability
     partnership or limited liability company in each jurisdiction in which such
     qualification is required.

     3.02.  Maintain  Records.  Keep adequate  records and books of account,  in
     which complete  entries will be made in accordance  with GAAP  consistently
     applied,  reflecting  all financial  transactions  of the  Borrower.

     3.03.  Maintain  Properties.  Maintain,  keep,  and  preserve  all  of  its
     properties (tangible and intangible)  including the collateral necessary or
     useful in the conduct of its business in good working order and  condition,
     ordinary wear and tear  excepted.

     3.04. Conduct of Business. Continue to engage in an efficient, prudent, and
     economical manner in a business of the same general type as now conducted.

     3.05.Maintain  Insurance.  Maintain  insurance with  financially  sound and
     reputable  insurance companies or associations in such amounts and covering
     such risks as are  usually  carried by  companies  engaged in the same or a
     similar business,  and business interruption insurance if required by Bank,
     which insurance may provide for reasonable deductible(s). The Bank shall be
     named as loss payee (Long Form) on all  policies  which apply to the Bank's
     collateral,  and the Borrower  shall deliver  certificates  of insurance at
     closing evidencing same. All such insurance policies shall provide, and the
     certificates shall state, that no policy will be terminated without 20 days
     prior written notice to Bank.

     3.06.Comply With Laws.  Comply in all material respects with all applicable
     laws, rules, regulations, and orders including, without limitation,  paying
     before the delinquency of all taxes, assessments,  and governmental charges
     imposed upon it or upon its property, and all environmental laws.

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     3.07.Right of Inspection.  Permit the officers and authorized agents of the
     Bank, at any  reasonable  time or times in the Bank's sole  discretion,  to
     examine  and make  copies of the  records and books of account of, to visit
     the  properties  of the  Borrower,  and to discuss  such  matters  with any
     officers,  directors,  managers, members or partners, limited or general of
     the Borrower,  and the Borrower's  independent accountant as the Bank deems
     necessary and proper.

     3.08. Reporting Requirements. Furnish to the Bank:

     Financial  Statements:  As soon as available  and not more than  forty-five
     (45) days after the end of each quarter,  balance  sheets and statements of
     income for the period ended, all in reasonable  detail, and all prepared in
     accordance with GAAP consistently applied and certified as true and correct
     by an officer of the  Borrower.

     Annual  Financial  Statements:  As soon as available  and not more than one
     hundred twenty (120) days after the end of each fiscal year, balance sheets
     and statements of income,  and retained earnings for the period ended and a
     statement of changes in the financial  position,  all in reasonable detail,
     and  all  prepared  in  accordance  with  GAAP  consistently  applied.  The
     financial  statements must be of the following quality or better:  Audited.


     Borrowing  Base  Certificate:  On or before the 15th day of each  month,  a
     Borrowing Base  Certificate in a form reasonably  acceptable to Bank signed
     by the  President or Chief  Financial  Officer of the  Borrower.

     Notice of Litigation: Promptly after the receipt by the Borrower, or by any
     Guarantor of which  Borrower has  knowledge,  of notice or complaint of any
     action,  suit, and proceeding before any court or administrative  agency of
     any type which,  if  determined  adversely,  could have a material  adverse
     effect  on  the  financial  condition,  properties,  or  operations  of the
     Borrower or Guarantor, as appropriate.

     Notice of Default:  Promptly upon discovery or knowledge thereof, notice of
     the  existence  of any event of default  under this  Agreement or any other
     Loan Documents.

     Other Information: Such other information as the Bank may from time to time
     reasonably request.

     3.09.  Affirmative  Covenants from other Loan  Documents.  All  affirmative
     covenants  contained in any Security  Agreement or other security  document
     executed by the  Borrower  which are  described  in  paragraph 2 hereof are
     hereby incorporated by reference herein.

Section 4 Guarantor Covenants

     Guarantor  covenants and agrees that from the date hereof and until payment
     in full of all  indebtedness  and performance of all obligations owed under
     the Loan Documents, Guarantor shall:

     4.01.Maintain  Existence and Current  Legal Form of Business.  (a) Maintain
     its  existence  and good  standing  in the  state of its  incorporation  or
     organization,  (b) maintain its current  legal form of business as shown on
     the guaranty agreement provided by Guarantor to Bank in connection with the
     Loan,  and (c) as  applicable,  qualify and remain  qualified  as a foreign
     corporation,  general partnership,  limited partnership,  limited liability
     partnership or limited liability company in each jurisdiction in which such
     qualification is required.

     4.02. Maintain Properties.  Not, without the prior written consent of Bank,
     sell,  transfer  or  otherwise  dispose  of  all  or  substantially  all of
     Guarantor's  properties  (tangible and intangible),  except in the ordinary
     course of business.

     4.03.Comply With Laws.  Comply in all material respects with all applicable
     laws, rules, regulations, and orders including, without limitation,  paying
     before the delinquency of all taxes, assessments,  and governmental charges
     imposed or assessed upon Guarantor or upon  Guarantor's  property,  and all
     Environmental Laws.

     4.04. Reporting Requirements. Furnish to the Bank:

     Notice of  Litigation:  Promptly  after the  receipt  by  Guarantor,  or by
     Borrower of which Guarantor has knowledge,  of notice of any action,  suit,
     and proceeding  before any court or governmental  agency of any type which,
     if  determined  adversely,  could  have a  material  adverse  effect on the
     financial  condition,   properties,  or  operations  of  the  Guarantor  or
     Borrower, as appropriate.

     4.05.  Other  Information:  Furnish such other  information as the Bank may
     from time to time reasonably request.

Section 5 Reserved

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Section 6 Negative Covenants

The Borrower covenants and agrees that from the date hereof and until payment in
full of all  indebtedness  and  performance  of all  obligations  under the Loan
Documents,  the Borrower  shall not,  without the prior  written  consent of the
Bank:

     6.01.  Liens.  Create,  incur,  assume, or suffer to exist any lien upon or
     with respect to any of  Borrower's  properties,  or the  properties  of any
     Pledgor  securing  payment of the Loan,  now owned or  hereafter  acquired,
     except:

          (a) Liens and security interests in favor of the Bank;

          (b)  Liens  for  taxes  not yet due and  payable  or  otherwise  being
          contested  in  good  faith  and for  which  appropriate  reserves  are
          maintained;

          (c) Other liens  imposed by law not yet due and payable,  or otherwise
          being contested in good faith and for which  appropriate  reserves are
          maintained;

          (d)  purchase  money  security  interests  on any  property  hereafter
          acquired,  provided  that such lien shall  attach only to the property
          acquired; and

          (e)  liens  not  otherwise  permitted  by  this  Section  6.01  and in
          existence on the closing date that secure the Debt described in Part B
          of Schedule 6.02,  releases for which Borrower will pursue  diligently
          upon repayment of the underlying Debt as provided in Section 6.02.

     6.02. Debt.  Create, incur, assume, or suffer to exist any debt, except:

          (a) Debt to the Bank;

          (b) Debt  outstanding  on the date hereof and shown on the most recent
          financial statements submitted to the Bank;

          (c)  Accounts  payable to trade  creditors  incurred  in the  ordinary
          course of business;

          (d) Debt  secured by purchase  money  security  interests  as outlined
          above in Section 6.01 (d); and

          (e) Debt  existing on the  closing  date and not  otherwise  permitted
          under this Section 6.02, as set forth on Schedule 6.02 dated as of the
          closing date and executed by the Borrower,  of which the secured Debt,
          as  indicated  in Part B of  Schedule  6.02,  is to be  repaid  in the
          ordinary  course of  business  not  later  than  forty  five (45) days
          following  the date  hereof.

     6.03.  Change of Legal Form of  Business;  Purchase  of  Assets.  Except in
     connection  with the pending  merger by and between  Borrower and Community
     Resource  Mortgage,  Inc.,  change  Borrower's  name or the  legal  form of
     Borrower's  business  as shown  above,  whether by  merger,  consolidation,
     conversion or otherwise.

     6.04. Leases. Create, incur, assume, or suffer to exist any leases, except:
     (a) Leases  outstanding  on the date  hereof and showing on the most recent
     financial  statement submitted to the Bank; or (b) Operating leases entered
     into in the  ordinary  course of  Borrower's  business.

     6.05.  Guaranties.  Assume,  guarantee,  endorse, or otherwise be or become
     directly or  contingently  liable for  obligations  of any  Person,  except
     guaranties  by  endorsement  of  negotiable   instruments  for  deposit  or
     collection  or similar  transactions  in the  ordinary  course of business.

     6.06.  Disposition of Assets.  Sell,  lease, or otherwise dispose of any of
     its assets or  properties  except in the  ordinary  and usual course of its
     business.

     6.07.  Transfer of  Ownership.  If Borrower  is a  corporation,  (a) issue,
     transfer or sell any new class of stock or (b) issue,  transfer or sell, in
     the  aggregate,  from its treasury  stock and/or  currently  authorized but
     unissued shares of any class of stock, more than 10% of the total number of
     all such issued and  outstanding  shares as of the date of this  Agreement.

     6.08. Negative Covenants from other Loan Documents.  All negative covenants
     contained in any Security  Agreement or other security document executed by
     the  Borrower  which  are  described  in  paragraph  2  hereof  are  hereby
     incorporated by reference herein.

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Section 7 Reserved

Section 8 Events of Default

The following shall be "Events of Default" by Borrower or Guarantor:

     8.01. The failure to make prompt payment of any installment of principal or
     interest on the Note when due or payable.

     8.02.  Should any  representation  or warranty  made in the Loan  Documents
     prove to be false or misleading in any material respect.

     8.03.  Should  any  report,  certificate,  financial  statement,  or  other
     document  furnished  prior to the  execution of or pursuant to the terms of
     this Agreement prove to be false or misleading in any material respect.

     8.04.Should the Borrower or any Guarantor default on (a) the performance of
     any other  obligation of  indebtedness  beyond the period of grace, if any,
     provided by the agreement or instrument pursuant to which such indebtedness
     was created or (b) the performance of any obligation incurred in connection
     with money  borrowed the effect of which default is to cause,  or to permit
     the  holder or holders of such  indebtedness  to cause,  with the giving of
     notice if required, any such indebtedness to become due prior to its stated
     maturity (any applicable grace period having expired).

     8.05.Should the Borrower, any Guarantor or any Pledgor breach any covenant,
     condition,  or agreement  made under any of the Loan  Documents  and,  with
     respect to any non-payment default, such non-payment default shall continue
     for a period of  thirty  (30)  days  after  the date on which the  Borrower
     obtains knowledge of such non-payment default; provided, however, that Bank
     may, but shall not be obligated to, make any advances  hereunder during the
     thirty (30) day cure period.

     8.06.Should a custodian be appointed  for or take  possession of any or all
     of the assets of the Borrower or any  Guarantor,  or should the Borrower or
     any Guarantor  either  voluntarily or  involuntarily  become subject to any
     insolvency proceeding,  including becoming a debtor under the United States
     Bankruptcy  Code, any proceeding to dissolve the Borrower or any Guarantor,
     any proceeding to have a receiver appointed,  or should the Borrower or any
     Guarantor make an assignment for the benefit of creditors,  or should there
     be an  attachment,  execution,  or  other  judicial  seizure  of all or any
     portion of the Borrower's or any Guarantor's assets, including an action or
     proceeding to seize any funds on deposit with the Bank, and such seizure is
     not discharged within 30 days.

     8.07.Should final judgment for the payment of money be rendered against the
     Borrower  or any  Guarantor  which is not  covered by  insurance  and shall
     remain  undischarged  for a  period  of 30 days  unless  such  judgment  or
     execution thereon be effectively stayed.

     8.08. Upon the death of, or termination of existence of, or dissolution of,
     any Borrower, Pledgor or Guarantor.

     8.09.  Should the Bank in good faith deem  itself,  its liens and  security
     interests, if any, or any debt thereunder unsafe or insecure, or should the
     Bank  believe  in good faith  that the  prospect  of payment of any debt or
     other performance by the Borrower or the Guarantor is impaired.

     8.10.Should any lien or security interest granted to Bank to secure payment
     of the Note  terminate,  fail for any reason to have the priority agreed to
     by Bank on the date  granted,  or become  unperfected  or  invalid  for any
     reason.


Section 9 Remedies Upon Default

Upon the  occurrence of any of the above listed Events of Default,  the Bank may
at any time thereafter, at its option, take any or all of the following actions,
at the same or at different times:

     9.01.  Declare the balance of the Note to be  immediately  due and payable,
     both as to principal and interest, without presentment, demand, protest, or
     notice of any kind,  all of which are hereby  expressly  waived by Borrower
     and each  Guarantor,  and such balance shall accrue interest at the Default
     Rate as provided herein until paid in full;

     9.02.Require the Borrower or Guarantor to pledge  additional  collateral to
     the Bank from the Borrower's or any Guarantor's assets and properties,  the
     acceptability  and  sufficiency of such  collateral to be determined in the
     Bank's sole and reasonable discretion;

     9.03. Take immediate possession of and foreclose upon any or all collateral
     which may be  granted  to the Bank as  security  for the  indebtedness  and
     obligations of Borrower or any Guarantor under the Loan Documents;

     9.04.  Exercise any and all other rights and remedies available to the Bank
     under the terms of the Loan  Documents and  applicable  law,  including the
     South Carolina Uniform Commercial Code;

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     9.05.Any  obligation  of the Bank to advance  funds to the  Borrower or any
     other Person  under the terms of under the Note and all other  obligations,
     if any, of the Bank under the Loan Documents  shall  immediately  cease and
     terminate unless and until Bank shall reinstate such obligation in writing.

Section 10 Miscellaneous Provisions

     10.01. Definitions.

         "Borrowing  Base" shall mean the lesser of (i)  $9,000,000  or (ii) the
     Total Available Loan Base shown on the Borrowing Base Certificate furnished
     by  Borrower  to Bank,  which  certificate  will be provided at least on or
     before the 10th day of each month,  and may be  provided  by Borrower  more
     frequently,   as  long  as  this  Agreement  shall  remain  in  force.  The
     percentages  of acceptable  collateral,  as defined by Bank,  which will be
     used to determine the Total  Available  Loan Base,  shall be the following:
     100% of the outstanding  balance of residential,  conforming first priority
     residential home mortgage loans originated by Borrower not more than ninety
     (90) days  earlier,  provided  such  loans are  pre-sold  on the  secondary
     market.

         "Default Rate" shall mean a rate of interest equal to Bank's Prime Rate
     plus five  percent  (5%) per annum (not to exceed the legal  maximum  rate)
     from and after the date of an Event of Default hereunder which shall apply,
     in the Bank's sole discretion,  to all sums owing,  including principal and
     interest, on such date.

         "Loan  Documents"  shall mean this  Agreement  including  any  schedule
     attached  hereto,  the Note,  the  Security  Agreement,  all UCC  Financing
     Statements, the Guaranty Agreement, and all other documents,  certificates,
     and  instruments  executed  in  connection  therewith,  and  all  renewals,
     extensions,  modifications,  substitutions,  and  replacements  thereto and
     therefore.

         "Person" shall mean an  individual,  partnership,  corporation,  trust,
     unincorporated  organization,  limited liability company, limited liability
     partnership,   association,  joint  venture,  or  a  government  agency  or
     political subdivision thereof.

         "GAAP"  shall  mean  generally   accepted   accounting   principles  as
     established  by the Financial  Accounting  Standards  Board or the American
     Institute of Certified Public Accountants, as amended and supplemented from
     time to time.

         "Prime Rate" shall mean the rate of interest per annum announced by the
     Bank  from time to time and  adopted  as its  Prime  Rate,  which is one of
     several rate indexes  employed by the Bank when extending  credit,  and may
     not necessarily be the Bank's lowest lending rate.

     10.02. Change of Control of Guarantor.  In the event a Change of Control of
     the Guarantor occurs prior to the maturity of the Line of Credit,  the Bank
     may,  at its  sole  discretion,  declare  the  balance  of the  Note  to be
     immediately due and payable,  both as to principal and interest;  provided,
     that the Bank shall give the  Borrower  ninety  (90)  days'  prior  written
     notice of the acceleration of the Line of Credit;  provided  further,  that
     Bank may, but shall not be obligated to, make any advances hereunder during
     the ninety  (90) day notice  period.  For  purposes  of this  Agreement,  a
     "Change of  Control" of the  Guarantor  shall be deemed to occur if either:
     (a) voting control of Guarantor is acquired, directly or indirectly, by any
     person or group  acting in concert or (b)  Guarantor is merged with or into
     any other entity and Guarantor is not the surviving entity of the merger.

     10.03. Non-impairment.  If any one or more provisions contained in the Loan
     Documents shall be held invalid,  illegal, or unenforceable in any respect,
     the validity,  legality,  and  enforceability  of the remaining  provisions
     contained  therein shall not in any way be affected or impaired thereby and
     shall otherwise remain in full force and effect.

     10.04.  Applicable Law. The Loan Documents shall be construed in accordance
     with and governed by the laws of the State of South Carolina.

     10.05. Waiver.  Neither the failure or any delay on the part of the Bank in
     exercising  any right,  power or  privilege  granted in the Loan  Documents
     shall operate as a waiver thereof, nor shall any single or partial exercise
     thereof preclude any other or further  exercise of any other right,  power,
     or privilege which may be provided by law.

     10.06. Modification. No modification, amendment, or waiver of any provision
     of any of the Loan  Documents  shall be  effective  unless in  writing  and
     signed by the Borrower and Bank.

                                       7
<Page>

     10.07. Payment Amount Adjustment.  In the event that any Loan(s) referenced
     herein  has a  variable  (floating)  interest  rate and the  interest  rate
     increases,  Bank,  at its  sole  discretion,  may at any  time  adjust  the
     Borrower's payment amount(s) to prevent the amount of interest accrued in a
     given period to exceed the periodic  payment amount or to cause the Loan(s)
     to be repaid within the same period of time as originally agreed upon.

     10.08. Stamps and Fees. The Borrower shall pay all federal or state stamps,
     taxes, or other fees or charges, if any are payable or are determined to be
     payable  by reason of the  execution,  delivery,  or  issuance  of the Loan
     Documents  or any  security  granted  to the  Bank;  and the  Borrower  and
     Guarantor agree to indemnify and hold harmless the Bank against any and all
     liability in respect thereof.

     10.09.  Attorneys'  Fees.  In the  event the  Borrower  or any  Pledgor  or
     Guarantor  shall default in any of its  obligations  hereunder and the Bank
     believes it necessary to employ an attorney to assist in the enforcement or
     collection of the  indebtedness of the Borrower to the Bank, to enforce the
     terms and provisions of the Loan  Documents,  to modify the Loan Documents,
     or in the event the Bank  voluntarily or otherwise should become a party to
     any suit or legal  proceeding  (including a proceeding  conducted under the
     Bankruptcy  Code),  the Borrower and Guarantors agree to pay the reasonable
     attorneys'  fees of the  Bank  and  all  related  costs  of  collection  or
     enforcement  that may be incurred by the Bank.  The Borrower and  Guarantor
     shall be liable for such  attorneys' fees and costs whether or not any suit
     or proceeding is actually commenced.

     10.10. Bank Making Required  Payments.  In the event Borrower shall fail to
     maintain  insurance,  pay taxes or  assessments,  costs and expenses  which
     Borrower  is,  under  any of the  terms  hereof  or of any Loan  Documents,
     required  to  pay,  or  fail  to  keep  any of the  properties  and  assets
     constituting  collateral  free  from  new  security  interests,  liens,  or
     encumbrances,  except as permitted  herein,  Bank may at its election  make
     expenditures for any or all such purposes and the amounts expended together
     with interest thereon at the Default Rate, shall become immediately due and
     payable  to  Bank,  and  shall  have  benefit  of  and  be  secured  by the
     collateral;  provided,  however,  the  Bank  shall  be  under  no  duty  or
     obligation to make any such payments or expenditures.

     10.11. Right of Offset. Any indebtedness owing from Bank to Borrower may be
     set off and applied by Bank on any indebtedness or liability of Borrower to
     Bank,  at any  time  and  from  time to time  after  maturity,  whether  by
     acceleration or otherwise,  and without demand or notice to Borrower.  Bank
     may sell  participations in or make assignments of any Loan made under this
     Agreement,  and Borrower agrees that any such participant or assignee shall
     have the same right of setoff as is granted to the Bank herein.

     10.12.  UCC  Authorization.  Borrower  authorizes  Bank  to file  such  UCC
     Financing  Statements  describing  the  collateral  in any location  deemed
     necessary and appropriate by Bank.

     10.13.  Modification and Renewal Fees. Bank may, at its option,  charge any
     fees for modification, renewal, extension, or amendment of any terms of the
     Note(s) permitted by law.

     10.14.  Conflicting  Provisions.  If  provisions  of this  Agreement  shall
     conflict  with any  terms  or  provisions  of any of the  Note or  Security
     Agreement,   the  provisions  of  such  Note  or  Security  Agreement,   as
     appropriate, shall take priority over any provisions in this Agreement.

     10.15.  Notices. Any notice permitted or required by the provisions of this
     Agreement  shall be deemed to have been given when  delivered in writing to
     the City  Executive  or any Vice  President  of the Bank at its  offices in
     Monroe, North Carolina, and to the President of the Borrower at its offices
     in Columbia,  South Carolina when sent by certified mail and return receipt
     requested.

     10.16. Consent to Jurisdiction. Borrower hereby irrevocably agrees that any
     legal action or proceeding arising out of or relating to this Agreement may
     be instituted in the Superior Court in Richland County, South Carolina,  or
     the United States District Court for South Carolina Richland  Division,  or
     in such  other  appropriate  court and venue as Bank may choose in its sole
     discretion. Borrower consents to the jurisdiction of such courts and waives
     any objection  relating to the basis for personal or in rem jurisdiction or
     to venue which  Borrower may now or hereafter have in any such legal action
     or proceedings.

     10.17. Counterparts.  This Agreement may be executed by one or more parties
     on any number of separate  counterparts and all of such counterparts  taken
     together shall be deemed to constitute one and the same instrument.

     10.18.  Entire  Agreement.  The Loan Documents  embody the entire agreement
     between  Borrower and Bank with respect to the Loan,  and there are no oral
     or parol agreements  existing between Bank and Borrower with respect to the
     Loan which are not expressly set forth in the Loan Documents.


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