EXHIBIT 10-1



                                 LEASE AGREEMENT

         THIS LEASE  AGREEMENT  dated as of  ___________,  2001,  by and between
CARROLL M.  EDWARDS  (the  "Lessor"),  of the State of North  Carolina and FIRST
CAPITAL  BANK, a  corporation  chartered  under the laws of the United States of
America, (the "Lessee").

                                   WITNESSETH:

         IN  CONSIDERATION  of the  respective  representations  and  agreements
hereinafter contained and other value, the parties hereto agree as follows:



                                    Article I

              LEASE TERM; PROPERTY; RENTAL; ENTRY; AND ABANDONMENT


         Section 1.1.  Demise of the  Facilities.

         Lessor demises and leases to Lessee, and Lessee leases from the Lessor,
the property described on Exhibit A (the "Facilities"), which is attached hereto
and made a part hereof by reference,  at and for the Lease  Rentals  hereinafter
setforth, and otherwise in accordance with the provisions of this Agreement.  As
shown on Exhibit A the  portion of the  improvements  being  leased to Lessee by
Lessor is shown as " Parcel One-First Capital Bank."

         In  addition,  Lessee,  Lessor and  Lessor's  tenants  shall have equal
rights to use the area  designated on Exhibit A as "Common Area" which includes,
but is not  limited to, all of the parking  area  around the  building  shown on
Exhibit A,  provided  however,  that  Lessor,  his tenants,  heirs,  assigns and
successors in title shall allow traffic  around and through the "Common Area" at
such  places as Lessee  deems in its  discretion  desirable  for the  purpose of
operating the drive-in teller window(s) of Lessee.  Lessor, his tenants,  heirs,
assigns  and  successors  in title shall not  obstruct or cause to obstruct  the
"Common Areas" designated by Lessee for use as its drive-in  window(s)  traffic.
Lessee  shall  exclusively  possess and control the areas  designated  by it for
drive-in window traffic.

         Lessee shall also have the right to use the area  designated on Exhibit
A as "Sign" for the purpose of placing such  signage as Lessee  deems  desirable
that pertains to its business purposes.

         Section 1.2. Lease Term.

         Lessee shall have and hold the  Facilities for a term of Ten (10) years
commencing  as of September 1, 2001 and ending on August 31, 2011.  Lessee shall
have the right to lease the Facilities for two (2) additional  terms of Five (5)
years each upon the same terms and conditions as provided herein for the initial
term with the first Five (5) year renewal term beginning  September 1, 2011, and
ending on August 31, 2016, and the second Five (5) year term beginning September
1, 2016,  and ending on August 31, 2021.  Lessee shall give Lessor notice of its
intention to exercise its right to renew for the


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first  renewal  period no later  than  March 1, 2011 and no later  than March 1,
2016, for the second renewal period.

         Section 1.3. Lease Rentals.

         Beginning on September 1, 2001, and during the term of this  Agreement,
Lessor shall pay as rent the sum of Three Thousand, One Hundred and Seventy Five
Dollars  ($3,175.00)) per month (the "Lease  Rentals").  All installments of the
Lease  Rentals shall be payable in advance on the first day of each month during
the term of this Agreement and any renewals thereof.

         Section 1.4. Place of Rental  Payments.

         The Lease  Rentals  provided for herein  shall be paid  directly to the
Lessor at such place as the Lessor may from time to time designate.

         Section  1.5.  Quiet  Enjoyment.

         Lessor agrees that so long as Lessee shall fully and punctually pay all
of the Lease Rentals and other amounts  provided to be paid  hereunder by Lessee
shall fully and  punctually  perform all of its other  covenants and  agreements
hereunder,  Lessee  shall  peaceably  and  quietly  have,  hold  and  enjoy  the
Facilities during the Lease Term and any renewals or extensions thereof.

         Section 1.6.      Effect of Termination.

         No  termination of this Agreement  prior to its normal  expiration,  by
lapse of time or  otherwise  shall  effect  Lessor's  right to collect the Lease
Rentals for the period prior to termination of this Agreement.

         Section 1.7.      Right of Entry.

         Lessor may enter the Facilities  during  Lessee's normal business hours
upon giving Lessee  reasonable  notice to make repairs  required of Lessor under
the terms of this Agreement or to make repairs to Lessor's  adjoining  property,
if any.

         Section 1.8.      Hold Over.

         If Lessee remains in possession of the Facilities  after  expiration of
the term or renewal terms,  if any, with or without  Lessor's  acquiescence  and
with or without any express  agreement of the parties,  Lessee shall be a tenant
at will at the Lease Rentals which was in effect at the time of such  expiration
and this Agreement shall be not be renewed by operation of law.







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                                   ARTICLE II

                                 EFFECTIVE DATE

         Section 2.1.  Effective  DateThis Agreement shall become effective upon
its  execution  and  delivery  by the  parties  hereto  unless  a later  date is
specified herein.



                                   ARTICLE II


            MAINTENANCE; INSURANCE; TAXES; CONDEMNATION AND UTILITIES

         Section 3.1. Maintenance and Modifications of Facilities. Lessee agrees
that it will,  at its own  expense,  keep or cause to be kept,  the interior and
exterior  of the  Facilities  in  reasonably  safe  condition  and good  repair,
reasonable  wear and tear  excepted.  Lessee also shall make or cause to be made
all additions,  modifications  or improvements to the interior of the Facilities
that it may deem  desirable  for its business  purposes and maintain the same at
Lessee's expense.

          Section 3.2. Insurance Required.

         Throughout  the Agreement and all renewals  thereof  Lessor shall cause
the  Facilities to be  continually  insured  against the normal  hazards under a
policy or polices of  insurance  in amounts and subject to such  deductions  and
policy  limitations  as are usual and  customary  for  similar  facilities  as a
reasonably  prudent  owner  would  require.  Lessee  shall  maintain a policy or
policies  of  insurance  against  public  liability  claims  resulting  from any
accident  occurring  in,  on or  about  the  Facilities,  or  any  part  thereof
specifically including, but not limited to the common area, in such amount as is
reasonable under the  circumstances  covering bodily  injuries,  including death
resulting  therefrom,  and  liability  for damage to property  of others  caused
thereby with an  endorsement  insuring any liability of Lessor and naming Lessor
as an additional insured.

          Section 3.3. Proration of Hazardous  Insurance Premium and Application
                       of Net Proceeds of Insurance.

         Lessee  shall  reimburse  Lessor for Sixty (60%) of the premium paid by
Lessor for hazard insurance  coverage.  The net proceeds of the hazard insurance
carried  pursuant to the  provisions  of Section 3.2 hereof that is paid for any
loss shall be prorated  between  Lessee and Lessor as their interest may appear;
provided,  however,  that neither  damage to nor any  destruction  of all or any
portion of the Facilities shall affect Lessee's obligation to pay rents and make
other payments as required herein, except as herein provided.

         Section  3.4.  Prosecution  of  Claims,  Negotiation,   Compromise  and
Settlement.

         (a) All  claims  made  under  any  hazard  insurance  policies  carried
pursuant to the requirements of Section 3.2 hereof, regardless of amount, may be
adjusted by Lessor with the  insurers.  Lessee agrees that, if and to the extent
any question arises as to the right of Lessor to initiate,  pursue or defend any
claim,  the Lessee shall  execute such document or documents and take such other
action as may be requested by Lessor; provided that the Lessee shall be entitled
to  confirmation  of  indemnification  and the  payment of any costs or expenses
incurred by it in connection herewith.

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         (b) All  claims  made  under any public  liability  insurance  policies
carried  pursuant  to the  requirements  of Section 3.2  hereof,  regardless  of
amount, may be adjusted by Lessee with the insurers.  Lessor agrees that, if and
to the extent any question arises as to the right of Lessee to initiate,  pursue
or defend any claim,  the Lessor shall  execute such  document or documents  and
take such other action as may be requested by Lessee;  provided  that the Lessor
shall be  entitled to  confirmation  of  indemnification  and the payment of any
costs or expenses incurred by it in connection herewith.

         Section 3.5.  Condemnation.

         In the event that title to, or the temporary use of, the  Facilities or
any part of the  Facilities  shall be taken under the  exercise or threat of the
power of  eminent  domain by any  governmental  body or by any  person,  firm or
corporation acting under governmental authority, Lessee and Lessor shall prorate
the  proceeds  therefrom on the basis of the value of the  improvements  made by
Lessee and the value of that portion of the Facilities  attributable to Lessor's
interest.  If the whole of the  Facilities,  or any portion thereof as will make
the  Facilities  unusable  for  Lessee's  purposes,  then in either  event  this
Agreement  shall  terminate  from the date that  possession of the Facilities is
taken by the public  authority  and the Lease Rental  shall be accounted  for as
between Lessor and Lessee as of that date. Such termination,  however,  shall be
without  prejudice  to  the  rights  of  either  Lessor  or  Lessee  to  recover
compensation and damages from the condemnor caused by the condemnation.

         Section 3.6.      Removal of Fixtures.

         Lessee may prior to the expiration of this Agreement, or any extensions
or renewals of this  Agreement,  remove all fixtures and equipment  which it has
placed in or on the  Facilities,  provided that Lessee repairs all damage to the
Facilities caused by such removal.

         Section 3.7.      Common Area Costs.

         Lessee  shall pay as  additional  Lease  Rentals its  prorata  share of
common area maintenance costs.

         Section 3.8.      Taxes.

         Lessee  shall  pay all  city,  county  and  other  property  taxes  and
assessments attributable to the Facilities. The taxes to be paid by Lessee shall
be based upon the value assigned to the Facilities by the taxing  authorities as
it bears to the value  assigned to the entire  property of which the  Facilities
are a part.  Lessor  shall  pay all  other  taxes on the  property  of which the
Facilities are a part except those taxes  attributable to improvements owned and
placed on the  property by Lessee such as signage  and ATM  machines  and to the
area designated as "Common Area" on Exhibit A. Lessee shall be obligated for all
property taxes and assessments  attributable  to  improvements  owned and placed
upon the property by Lessee. The property taxes and assessments  attributable to
the area designated as "Common Area" shall be prorated between Lessor and Lessee
on the basis of Sixty (60%) for Lessee and Forty (40%) for Lessor.  Lessee shall
reimburse Lessor for its share of the taxes.



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         Section 3.9.      Utilities.

         Lessee shall pay all electrical,  gas,  telephone,  water, sewer, trash
and all other similar expenses associated with its use of the Facilities.



                                   ARTICLE IV

                                SPECIAL COVENANTS

         Section 4.1. Title to the Facilities and Warranties.

         The  Lessor  shall own legal  title to the  Facilities  subject  to the
provisions of this Agreement.

         Section 4.2. No Warranty of Condition or  Suitability  by the Lessor.

         The Lessor  makes no  warranty,  either  express or implied,  as to the
condition of the  Facilities,  or that they are or will be suitable for Lessee's
purposes or needs.

         Section 4.3.      Indemnification Covenants.

         Lessor shall not incur any pecuniary  liability to any  third-party (i)
by reason of the terms of this  Agreement or (ii) by reason of the  condition or
operation of the Facilities,  including claims, liabilities or losses arising in
connection with the violation of any statutes or regulations.  Nevertheless,  if
the Lessor should incur any such pecuniary liability,  then in that event Lessee
shall indemnify and hold harmless the Lessor against all pecuniary  claims by or
on behalf of any person,  firm or corporation,  arising out of the same, and all
costs and expenses incurred in connection with any such claim including, but not
limited to, attorney's fees.

         Section 4.4.     Assignment and Subleasing.

         (a) Lessee shall not assign this  Agreement or sublease the  Facilities
in whole or in part and no assignee of Lessee  shall  assign and  sublease  this
Agreement or sublease the  Facilities in whole or in part or otherwise  transfer
or assign in whole or in part without the prior written consent of the Lessor.

         (b) In the  event  that  Lessee  from  time to time  desires  to  grant
easements or similar interests to a utility or others providing  services to the
Facilities,  the Lessor  shall,  at the  request of Lessee,  execute and deliver
instruments granting such easements and interests.

         Section 4.5.     Transfer of Lessor's Interest.

         In the  event of the  sale,  assignment  or  transfer  by Lessor of his
interest  in the  Facilities  or in  this  Agreement  (other  than a  collateral
assignment  to secure a debt of Lessor) to a successor in interest who expressly
assumes the obligations of Lessor under this Agreement, Lessor shall be released
and discharged  from all of his covenants and  obligations  under this Agreement
except those  obligations  that have accrued  prior to such sale,  assignment or
transfer;  and Lessee  agrees to look  solely to the  successor  in  interest of
Lessor  for the  performance  of  those  covenants  accruing  after  such  sale,
assignment or transfer.  Lessor's assignment of this Agreement, or of any or all
of his rights in this  Agreement,  shall not affect Lessee's  obligations  under
this Agreement. Lessee shall look to the assignee as Lessor, provided Lessee has
received written notice of the assignment of Lessor's interest.



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         Section 4.6.      Authorization to Execute.

         Each individual executing this Agreement as director, officer, or agent
of the Lessee  represents and warrants that he/she is duly authorized to execute
and deliver this Agreement on behalf of Lessee.



                                    ARTICLE V

                         EVENTS OF DEFAULT AND REMEDIES

         Section 5.1. Events of Default Defined.

         The  occurrence of any one or more of the following  events shall be an
event of default under this Agreement:

     (a) If Lessee  shall fail to make any Lease  Rentals or any other  required
payments  under this Agreement and such failure shall continue for 30 days after
receiving written notice of default from the Lessor; or

     (b) If Lessee shall fail to observe or perform any  covenant,  condition or
agreement required herein to be observed or performed by Lessee and such failure
shall  continue for a period of 30 days after written notice of default has been
given to Lessee by the  Lessor;  provided  if by  reason of "force  majeure"  as
hereinafter  defined  Lessee is unable in whole or in part to carry out any such
covenant, condition or agreement or if it takes longer than 30 days to cure such
default and Lessee is diligently attempting to cure such default, there shall be
no default during such inability.  The term `force majeure" as used herein shall
mean  circumstances  not reasonably  within the control of the parties,  such as
acts of God, strikes,  lockouts or other industrial  disturbances;  war; acts of
public enemies; mobilization or military conscription on a large scale; order of
any kind of the  government of the United  States or any State,  or any civil or
military  authority;   insurrections;  riots;  landslides;  earthquakes;  fires:
lightning;   storms;   droughts;   floods;   requisitions,    confiscation,   or
commandeering of property;  fuel  restrictions;  general shortages of transport,
goods, or energy; or

     (c) If any  representation  or  warranty  on the part of Lessee made herein
shall have been false or misleading in any material respect; or

     (d) If Lessee  abandons  or  vacates  the  Facilities:  or

     (e) If Lessee is adjudicated bankrupt; or

     (f) If a permanent receiver is appointed for Lessee; or

     (g) If Lessee takes advantage of any relied  proceedings  under any present
or future law under which the Lease  Rentals or any part of the Lease Rentals is
or is proposed to be reduced or deferred; or

     (h) If Lessee makes an assignment for the benefit of creditors.

         Section 5.2.  Remedies on  Default.

         Whenever any Event of Default shall have happened and be subsisting the
Lessor may take whatever  action at law or in equity as may appear  necessary or
desirable  to collect  the  payments  and other  amounts  then due or to enforce
performance  and observance of any  obligation,  agreement or covenant of Lessee
under this Agreement; terminate this Agreement;


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enter upon and rent the  Facilities at the best  obtainable  price by reasonable
effort without advertisement and by private negotiations and for any term Lessor
deems  proper with Lessee  being  liable to Lessor for the  deficiency,  if any,
between  Lessee's  Lease Rental under this  Agreement and the price  obtained by
Lessor on reletting, without terminating this Agreement,  provided however, that
Lessor shall not be considered to be under any duty by reason of this  provision
to take any action to  mitigate  damages by reason of Lessee's  default.  In the
event that Lessor hires an attorney to enforce his rights upon  default,  Lessee
shall in addition be liable for reasonable  attorneys'  fees and all other costs
of collection.

         Section 5.3. No Remedy  Exclusive.

         No remedy herein  conferred  upon or reserved to the Lessor is intended
to be exclusive of any other available remedy or remedies, but in each and every
instance such remedy shall be cumulative and shall be in addition to every other
remedy  given  herein  or now or  hereafter  existing  at law or in equity or by
statute.  Unless otherwise provided herein, no delay or omission to exercise any
right or power shall be construed to be a waiver thereof, but any such right and
power  may be  exercised  from  time  to  time  and as  often  as may be  deemed
expedient.

         Section 5. 4.     No Additional Waiver Implied by One Waiver.

          In the event any  warranty,  covenant or  agreement  contained in this
Agreement  should be  breached  by Lessee or  Lessor  and  thereafter  waived by
another party to this Agreement,  such waiver shall be limited to the particular
breach so waived and shall not be deemed to waive any other breach.

         Section 5.5.      Attorneys' Fees.

         In the event that any action if brought to enforce  any term,  covenant
or condition of this  Agreement on the part of Lessor or Lessee,  the prevailing
party in such litigation shall be entitled to recover reasonable attorneys' fees
and costs.

                                   ARTICLE VI

                               ENVIRONMENTAL LAWS

         Section 6.1.      Hazardous Materials Prohibited.

         Lessee shall not bring onto the Facilities any Hazardous  Materials (as
defined  below)  without the prior written  approval by Lessor.  In the event of
approval  by  Lessor,  Lessee  covenants  that  it  will  (1)  comply  with  all
requirements of any constituted  public  authority and all federal,  state,  and
local codes, statutes,  ordinances, rules and regulations, and laws, whether now
in force or hereafter  adopted  relating to Lessee's use of the  Facilities,  or
relating to the storage, use, disposal,  processing,  distribution,  shipping or
sales of any  hazardous,  flammable,  toxic,  or dangerous  materials,  waste or
substance, the presence of which is regulated by a federal, state, or local law,
ruling,  rule or regulation  (hereafter  collectively  referred to as "Hazardous
Materials");  (2) comply with any  reasonable  recommendations  by the insurance
carrier  of  either  Lessor  or  Lessee  relating  to the use by  Lessee  on the
Facilities of such Hazardous Materials; (3) refrain from unlawfully disposing of
or allowing the disposal of any Hazardous Materials upon, within, about or under
the  Facilities;  and (4) remove all Hazardous  Materials  from the  Facilities,
either after their use by Lessee or upon the  expiration or earlier  termination
of this Agreement, in compliance with all applicable laws.



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         Section 6.2.      Permits

         Lessee shall be  responsible  for obtaining  all  necessary  permits in
connection with its use, storage and disposal of Hazardous Materials,  and shall
develop and maintain, and where necessary file with the appropriate authorities,
all reports,  receipts,  manifest,  filings,  lists and invoices  covering those
Hazardous  Materials  and Lessee  shall  provide  Lessor with copies of all such
items upon  request.  Lessee shall  provide  within five (5) days after  receipt
thereof, copies of all notices,  orders, claims or other correspondence from any
federal,  state or local  government  or agency  alleging  any  violation of any
environmental law or regulation by Lessee, or related in any manner to Hazardous
Materials. In addition, Lessee shall provide Lessor with copies of all responses
to such correspondence at the time of the response.

         Section 6.3.      Indemnification.

         Lessee  hereby  indemnifies  and  holds  harmless  Lessor,  his  heirs,
executors,  and  assigns  from  and  against  any and all  losses,  liabilities,
damages, injuries, penalties, fines, costs, expenses and claims of any and every
kind  whatsoever  (including  attorney's  fees and  costs,  expenses  or  claims
asserted or arising under the Comprehensive Environmental Response, Compensation
and  Liability  Act of 1980,  as  amended,  from time to time,  and  regulations
promulgated thereunder,  any so-called state or local "Superfund" or "Superlien"
law, or any other federal, state or local statute, law or ordinance, code, rule,
regulation,  order or decree  regulating,  relating to, or imposing liability or
standards of conduct  concerning  any  Hazardous  Materials)  paid,  incurred or
suffered  by, or asserted  against,  Lessor as a result of any claim,  demand or
judicial  or   administrative   action  by  any  person  or  entity   (including
governmental  or  private  entities)  for,  with  respect  to, or as a direct or
indirect  result of, the presence on or under or the escape,  seepage,  leakage,
spillage,  discharge,  emission or release from the  Facilities on any Hazardous
Materials caused by Lessee or Lessee's agents, employees, invitees or successors
in  interest.  This  indemnity  shall  also apply to any  release  of  Hazardous
Materials caused by a fire or other casualty to the Facilities if such Hazardous
Materials  were  stored on the  Facilities  by Lessee,  its  agents,  employees,
invitees or successors in interest.

         Section 6.4.      Default.

         If Lessee fails to comply with the Covenants to be performed  hereunder
with respect to Hazardous Materials,  or if an environmental  protection lien is
filed against the  Facilities as a result of the actions of Lessee,  its agents,
employees  or  invitees,  then  the  occurrence  of any  such  events  shall  be
considered a default hereunder.

         Section 6.5.     Notice.

         Lessee  will give  Lessor  prompt  notice of any  release of  Hazardous
Materials, reportable or non-reportable, to federal, state or local authorities,
of any fire, or any damage occurring on or to the Facilities.



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         Section 6.6.      Use of Hazardous Materials.

         Lessee will use and occupy the  Facilities  and conduct its business in
such a manner that the Facilities are neat,  clean and orderly at all times with
all chemicals or Hazardous  Materials marked for easy  identification and stored
according to all codes as outlined above.

         Section 6.7.      Survival of Warranties and Indemnities.

         The warranties and indemnities  contained in this Article shall survive
the termination of this Agreement.


                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1.      Definitions.

         Lessor as used in this  Agreement  shall include the named Lessor,  his
heirs, executors,  personal  representatives,  fiduciaries,  agents, assigns and
successors in title to the  Facilities.  Lessee as used in this Agreement  shall
include the Lessee and its fiduciaries,  agents,  successors and assigns and, if
the Facilities are sublet and/or this Agreement is assigned,  shall also include
Lessee's  assignees or  sublessees as to the  Facilities  by such  assignment or
sublease.  Lessor and Lessee  include  male and  female,  singular  and  plural,
corporation, partnership or individual, as may fit the particular parties.

         Section 7.2. Notices.

         All notices,  approvals,  consents,  requests and other  communications
hereunder  shall be in writing.  Notices to Lessee shall be delivered or sent to
the address of the Facilities  unless Lessee in writing  directs that notices be
sent to some other  address.  Notices to Lessor shall be  delivered  and sent to
Post office Box 219,  Marshville,  North Carolina 28103 unless Lessor in writing
directs that notices be sent to some other address.

         Section 7.3. Binding Effect.

         This Agreement  shall inure to the benefit of and shall be binding upon
Lessee and Lessor and their respective, heirs, devisees,  executors,  successors
and assigns.

         Section 7.4. Severability.

          In the event any provision of this Agreement  shall be held invalid or
unenforceable  by any court of competent  jurisdiction,  that holding  shall not
invalidate or render unenforceable any other provision of this Agreement.

          Section 7.5. Payments Due on Saturday,  Sunday and Holidays.

         Whenever any payment to be made hereunder  shall be stated to be due on
a  Saturday,  a Sunday  or a  holiday,  such  payment  shall be made on the next
business day.

         Section 7.6. Amendments, Changes and Modifications.

         This  Agreement  may not be  amended,  changed,  modified,  altered  or
terminated without the written consent of the Lessor and Lessee.

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         Section 7.7. Execution of Counterparts.

         This  Agreement may be executed in several  counterparts,  all of which
shall be an original.

         Section 7.8. Law Governing Construction of Agreement.

         The laws of the State of South Carolina  shall govern the  construction
of this Agreement.

         Section 7.9. Memorandum of Agreement.

         Upon the  request  by either the  Lessor or Lessee  the  parties  shall
execute a short form lease  (Memorandum  of Lease) in recordable  form,  setting
forth  such  provisions  of  this  Agreement  as  either  party  may  desire  to
incorporate.

         IN WITNESS  HEREOF,  CARROLL M.  EDWARDS  has set his hand and seal and
FIRST  CAPITAL BANK has caused these  presents to be executed in its name by its
duly authorized officers in duplicate originals,  all as of the date first above
written.


                              [SIGNATURES OMITTED]






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