CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT (the "Agreement") is made this 14th day of April,
1998,  by and between J. MORGAN  DAVIS (the  "Consultant");  and CENIT  BANCORP,
INC., a Delaware corporation (the "Company"), CENIT BANK, FSB, a federal savings
bank (the "Savings Bank"), and CENIT BANK, a Virginia state chartered commercial
bank (the "Bank").

                              W I T N E S S E T H:

     WHEREAS,  the  Consultant  has  heretofore  served as a Director  of and as
President  and Chief  Executive  Officer of the Bank,  and as a Director  of the
Company, which is the sole stockholder of the Bank; and

     WHEREAS,  in such  capacities the  Consultant has become  familiar with all
aspects of and information about (i) the business strategy and business plans of
the Bank, the Company,  and the Savings Bank, the other wholly owned  subsidiary
of the Company  (the Bank,  the Company,  and the Savings  Bank being  sometimes
hereinafter  referred to together as "CENIT"),  (ii) the borrowers,  depositors,
and other  customers of CENIT,  (iii) the marketing,  loan pricing,  and deposit
rate strategies of CENIT,  and (iv) other similar  confidential  and proprietary
information  concerning the business and affairs of CENIT (all such confidential
and  proprietary  information  about the  business  and  affairs of CENIT  being
referred to herein as the "CENIT Confidential Information"); and

     WHEREAS,  by mutual  agreement  among  the  Consultant,  the Bank,  and the
Company,  the  Consultant has decided to resign as a director and officer of the
Bank and the Company and any subsidiaries of the Bank and the Company, and CENIT
has decided to retain the services of the Consultant as a consultant to CENIT on
and subject to terms and conditions set forth herein; and

     WHEREAS,  in consideration of the provision of such consulting services and
the release of all claims by the  Consultant  pursuant  to a separate  agreement
(the  "Release"),  of even date  herewith,  all as set forth  herein,  CENIT has
agreed to pay the Consultant the compensation described below.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the  compensation  to be paid to the  Consultant  hereunder,  and other good and
valuable   consideration,   the   adequacy   and  receipt  of  which  is  hereby
acknowledged, the Consultant and CENIT hereby agree as follows:

1.   Resignation  as  Director  and  Officer.  Effective  as of the date of this
     Agreement,  the  Consultant  has  resigned as a director and officer of the
     Bank,  as a director of the  Company,  and as a director and officer of any
     subsidiaries  of either the Bank or the Company,  and any ventures in which
     either the Bank or the Company or any of their respective  subsidiaries are
     involved. The Consultant has submitted letters of resignation,  in the form
     attached  hereto as EXHIBIT A-1 and 

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     EXHIBIT A-2, to the Board of Directors of the Bank and the Company, and the
     Consultant   hereby   agrees  to  execute  such   additional   instruments,
     agreements,  documents,  and certificates as either the Bank or the Company
     may  reasonably  request  in  connection  with  such  resignations  by  the
     Consultant.  

2.   Termination  of  Employment  Agreement.  The  Consultant  and the  Bank are
     parties to that certain Employment  Agreement (the "Employment  Agreement")
     dated as of January 30, 1995.  The  Consultant  and the Bank mutually agree
     that  the  Employment  Agreement  is  hereby  terminated  in all  respects,
     effective as of the date hereof,  and that the respective  rights,  duties,
     and  obligations  of the Consultant and CENIT shall be as set forth in this
     Agreement,  the exhibits hereto, the Release, and a separate agreement (the
     "Non-Competition and Non-Disclosure  Agreement"), of even date herewith. In
     connection with the termination of the Employment Agreement, the Consultant
     has returned to CENIT all keys to corporate offices, all corporate security
     codes, all corporate access devices, if any, all corporate credit cards, if
     any,  and all  corporate  equipment  documents,  reports,  minutes,  files,
     computer records,  and correspondence  (including all copies thereof).  The
     Consultant  agrees  to  execute  all  such  instruments,   agreements,  and
     documents  as the  Bank  may  reasonably  request  in  connection  with the
     termination of the Consultant's position with the Bank under the Employment
     Agreement.  The Bank acknowledges and agrees that, for the limited purposes
     contemplated by this Agreement,  the Consultant shall remain an employee of
     the  Bank at the  current  level  of base  compensation  and  with the same
     benefits as presently in effect through May 1, 1998, and the Bank shall pay
     such compensation and provide such benefits to the Consultant  through such
     date in  accordance  with the  Bank's  standard  policies.  The  Consultant
     acknowledges  and agrees that effective May 2, 1998, the Consultant will no
     longer  be an  employee  of or  employed  by the  Bank.  The  Bank  further
     acknowledges  and agrees that the Consultant shall have the right after May
     1, 1998, as provided under COBRA, to purchase health insurance coverage, at
     the Consultant's  cost and expense,  under the Bank's health insurance plan
     as in effect from time to time.

3.   Term.  Unless  earlier  terminated  pursuant to the provisions set forth in
     this Agreement, the term of this Agreement shall be twenty-five (25) months
     commencing as of the date of this  Agreement  and ending May 1, 2000.  This
     Agreement  shall not be subject to  extension  or renewal  unless  mutually
     agreed  by the  Consultant  and the  Bank  by the  execution  of a  written
     amendment hereto.

4.   Duties of the Consultant.

     A.   At the  request of retail  account or  consumer  lending  officers  or
          commercial or real estate lending officers of the Bank, the Consultant
          shall meet with existing and prospective  customers of CENIT, together
          with one or more of the  Bank's  retail  account or  consumer  lending
          officers or commercial or real estate  lending  officers,  in order to
          encourage  existing and prospective  customers to continue to do or to
          commence  doing  business  with CENIT and to refer  other  prospective
          customers  to CENIT.  The  Consultant  will not,  either  directly  or
          indirectly,  discourage,  or attempt to  discourage,  any  existing or
          prospective  customer  of CENIT  from  doing  business  with  

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          CENIT  or  encourage,  or  attempt  to  encourage,   any  existing  or
          prospective  customer of CENIT to obtain  financial  services from any
          competitor of CENIT. The Consultant  shall, at all times, use his best
          efforts  to present a positive  image for CENIT and to  encourage  all
          existing and  prospective  customers  to continue to do business  with
          CENIT  and to  expand  the  range  of  financial  services  that  such
          customers procure from CENIT.

     B.   The  Consultant   shall  have  no  authority  to  enter  into  binding
          agreements or  commitments  on behalf of CENIT and shall not represent
          to any existing or  prospective  customer of CENIT that the Consultant
          has any such  authority.  The  Consultant  shall  refer any  questions
          concerning the willingness of CENIT to enter into a binding  agreement
          or commitment  with any existing or  prospective  customer of CENIT to
          senior management of CENIT.

     C.   Without in any way limiting or qualifying  the duties and  obligations
          of  the  Consultant  under  the   Non-Competition  and  Non-Disclosure
          Agreement,  the Consultant  shall not initiate or participate,  either
          directly or  indirectly,  in any  communications  of any kind with any
          financial analyst, underwriter,  investment advisor, broker, investor,
          shareholder or any other person concerning the financial  condition or
          performance  of  the  Company,  any  actual  or  proposed  shareholder
          proposals  or  resolutions  (whether  binding or  non-binding)  or any
          mergers or  acquisitions  plans or activities of the Company nor shall
          the  Consultant  disclose  any  information  about  any such  plans or
          activities  or speculate  about the  intentions of the Company in this
          regard with any such person. In the event that the Consultant receives
          any  inquiries or other  communications  from any  financial  analyst,
          underwriter,  investment advisor, broker, investor, shareholder or any
          other person concerning the financial  condition or performance of the
          Company, any actual or proposed shareholder  proposals or resolutions,
          or any mergers or acquisitions plans or activities of the Company, the
          Consultant  shall  immediately  refer such person to the President and
          Chief Executive  Officer of the Company and shall inform the President
          and Chief  Executive  Officer of the  Company of each such  inquiry or
          other communication so received.

     D.   The  Consultant  shall support  management of CENIT and shall not make
          any  statements,  whether  public or  private,  or  whether  direct or
          indirect,  that are in any way critical or disparaging of the business
          and  affairs  of  CENIT.   Without  limiting  the  generality  of  the
          foregoing,  the  Consultant  shall  support  and vote,  or cause to be
          voted, all shares of common stock of the Company, whether now owned or
          hereafter acquired, and whether owned directly or beneficially, by the
          Consultant  (the  "Consultant's  Shares")  in  favor  of  all  matters
          supported by the Board of Directors of the Company and with respect to
          which  the  Board of  Directors  of the  Company  recommends  that the
          shareholders of the Company vote in favor. The Consultant acknowledges
          and agrees that such matters shall include any proxy contests in which
          the Company may become  engaged  including,  without  limitation,  the
          proxy  contest  in  which  the  Company  is  presently  involved,  any
          shareholder  proposals  or  resolutions,  any  mergers or  acquisition
          transactions  involving other community financial  institutions in the
          Company's  market area,  and any strategic  alliances that the Company
          may decide to pursue.  Not less than ten (10) days  before the date of
          the annual meeting of  shareholders  of the Company and any other date
          set for a vote of the  shareholders  at any regular 

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          or special meeting of the shareholders of the Company,  the Consultant
          shall deliver to the Company his  completed,  properly  executed proxy
          voting the  Consultant's  Shares in favor of all matters  supported by
          the Board of  Directors  of the Company and with  respect to which the
          Board of Directors recommends that the shareholders vote in favor. The
          Consultant  further agrees to take all appropriate action necessary to
          cause any shares held by the Company's  employee stock  ownership plan
          (the "CENIT  ESOP") for the benefit of the  Consultant  to be voted in
          favor  of all  matters  supported  by the  Board of  Directors  of the
          Company and with  respect to which the Board of  Directors  recommends
          that the  shareholders  vote in favor. For purposes of this Agreement,
          the  Consultant's  Shares  shall  include all such shares in the CENIT
          ESOP held for the benefit of the Consultant. In providing such support
          of  management  and all matters  supported by the Board of  Directors,
          however,  the Consultant shall not be required to participate directly
          in proxy solicitation efforts of the Company,  although the Consultant
          agrees  to  refer  any  financial  analyst,  underwriter,   investment
          advisor, broker, investor,  shareholder or any other person requesting
          information about any matter coming before the shareholders for a vote
          to the President and Chief Executive Officer of the Company.

     E.   In order to secure the performance of the obligation of the Consultant
          to vote the Consultant's Shares in favor of any matter with respect to
          which  the  Board of  Directors  of the  Company  recommends  that the
          shareholders  of the  Company  vote in  favor,  the  Consultant  shall
          execute  an  irrevocable  proxy  and  power of  attorney,  in the form
          attached to this  Agreement as EXHIBIT B, naming the  Company,  acting
          though its President and Chief Executive Officer,  and its Senior Vice
          President and Chief Financial  Officer,  as the Consultant's proxy and
          attorney  in  fact,  with  full  power  of  substitution,  to vote the
          Consultant's  Shares  in favor of all  matters  for which the Board of
          Directors  of the  Company  recommends  that the  shareholders  of the
          Company vote in favor. The Consultant  affirmatively  acknowledges and
          agrees  that such proxy  shall be  irrevocable  and the power  granted
          thereby  shall be deemed to be coupled with an interest for as long as
          this  Agreement  remains in effect or the Consultant has any duties or
          obligations to the Bank.

5.       Compensation.

     A.   In  consideration  of the  consulting  services  to be provided by the
          Consultant  pursuant to the  provisions  of this  Agreement,  the Bank
          shall  pay to the  Consultant  during  the  term  of  this  Agreement,
          effective May 2, 1998, if the  Consultant is not then in default under
          this  Agreement,  compensation  equal to $1,000  per  month.  All such
          payments  shall  be  payable  in  monthly,  semimonthly  or  bi-weekly
          installments in conformity with the Bank's  personnel  policy relating
          to salaried  employees and with all appropriate  federal,  state,  and
          local  withholding  and  other  deductions  in  accordance  with  such
          policies.  In the event of the death of the Consultant during the term
          of this Agreement,  and if the Consultant is not then in default under
          this  Agreement,  the Bank shall  continue  to pay such  amount to the
          executor,  administrator or legal representative of the Consultant for
          the benefit of the Consultant's  estate for a period of six (6) months
          following the date of death.  The Consultant  acknowledges  and agrees
          that the  payment by the Bank of the amount of $1,000 per month to the
          Consultant shall be the total compensation payable by the Bank for the

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          consulting  services to be provided  under this Agreement and that the
          Bank  shall  have  no  duty  or   obligation   to  provide  any  other
          compensation or benefits of any kind to the Consultant.

     B.   In addition to the compensation  payable by the Bank to the Consultant
          under Paragraph 5.A. above, the Bank shall also transfer,  or cause to
          be  transferred,  to the Consultant  the title to the automobile  most
          recently  used  by  the  Consultant  in  connection  with  the  Bank's
          business.  From and after the date of this  Agreement,  the Consultant
          shall be  responsible  for all  costs  and  expenses  incurred  by the
          Consultant  in  connection   with  the   ownership,   operation,   and
          maintenance of this automobile.

     C.   In connection with consulting  services  provided by the Consultant to
          the Bank at the  request of the Bank,  if the  Consultant  is asked to
          incur any expenses in connection with the provision of such consulting
          services,  the Bank will reimburse the Consultant for reasonable costs
          and expenses directly incurred by the Consultant in providing any such
          consulting services.

     D.   The  Consultant  shall  continue to be entitled to exercise  any stock
          options  for the  purchase  of shares of common  stock of the  Company
          heretofore  granted to the Consultant in accordance with the terms and
          conditions of the grant pursuant to which such stock options were made
          and the  terms and  conditions  of the CENIT  Stock  Option  Plan (the
          "Option  Plan").  The  Consultant  acknowledges  and  agrees  that the
          Consultant  shall not be entitled to the award of any additional stock
          options  under the Option  Plan or shares  under the CENIT  Management
          Recognition  Plan and Trust (the "MRP") and that the  Consultant  must
          exercise any existing exercisable stock options held by the Consultant
          before August 1, 1998, in accordance with the provisions of the Option
          Plan.  The  shares  of  restricted  stock  previously  awarded  to the
          Consultant  under the MRP shall be  forfeited  to the Company upon the
          date of execution of this Agreement  because such shares are not fully
          vested in the  Consultant  in  accordance  with the  provisions of the
          award of such shares and the MRP.

     E.   In the event of the default by the Consultant  and the  termination of
          this Agreement as a consequence of such default, the termination shall
          be treated as a  termination  "for  cause" for  purposes of the Option
          Plan,  and the right of the  Consultant  to exercise any stock options
          held  by  the  Consultant  and  not  theretofore  exercised  shall  be
          extinguished.  After the  Consultant's  service to CENIT is terminated
          under  this   Agreement,   the   Consultant   shall  be   entitled  to
          distributions  of the benefits to which he is entitled under the CENIT
          ESOP and the CENIT 401(k) Plan, which  distributions  shall be made in
          accordance with and subject to the terms of these plans.

     F.   The  compensation to be paid to the Consultant under this Agreement is
          the exclusive  compensation  to be paid by the Bank for the consulting
          services, and all rights to compensation, benefits, stock options, and
          restricted  stock,  whether  current  or  deferred,   payable  to  the
          Consultant  under or in connection  with the Employment  Agreement are
          hereby extinguished.

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     G.   The  compensation to be paid to the Consultant under this Agreement is
          expressly  conditioned  upon the full and faithful  performance by the
          Consultant  of each of the duties and  obligations  of the  Consultant
          under this Agreement.

     H.   The  Company  and the Bank may  withhold  from  any  compensation  and
          benefits  payable under this  Agreement all federal and state or other
          taxes  as  shall  be  required  pursuant  to any  law or  governmental
          regulation or ruling.

     I.   Notwithstanding  the other provisions of this Paragraph 5, at any time
          after April 1, 1999, the Consultant shall be entitled to terminate the
          right  to  receive   compensation   under  this  Paragraph  5  and  in
          consideration  thereof  shall be released from the  obligation  not to
          compete  with  CENIT  under  the  Non-Competition  and  Non-Disclosure
          Agreement  but  not  from  the   obligation   not  to  disclose  CENIT
          Confidential  Information under the Non-Competition and Non-Disclosure
          Agreement.  The  Consultant  may  exercise  this  right by  delivering
          written  notice to CENIT at least  thirty  (30) days in advance of the
          date on which  the  Consultant  desires  to  terminate  such  right to
          receive compensation.

6.   Publicity.  The  Consultant  and CENIT  shall  maintain in  confidence  the
     provisions  of this  Agreement  and  shall not  disclose  the terms of this
     Agreement to any other  person  except as provided in this  paragraph.  The
     Consultant  agrees  that  CENIT may  disclose  the terms of this  Agreement
     and/or the  termination  of the  Employment  Agreement  to the extent  that
     disclosure  is required  by or deemed to be  appropriate  under  applicable
     federal  or state  banking or  securities  laws and  regulations  or in any
     litigation to which CENIT may become a party and in which disclosure of the
     terms of this  Agreement  is  compelled.  The  Consultant  and CENIT  shall
     mutually agree upon a statement to be released to the public concerning the
     Consultant's  resignation  of his positions as a director and an officer of
     the Bank and the  Company  and  shall  otherwise  withhold  comment  on the
     circumstances surrounding such resignation.  The Consultant agrees that the
     limitations  imposed on CENIT by this paragraph  shall become null and void
     in the event of the termination of this Agreement following a breach of the
     terms hereof by the Consultant.

7.   Termination.  CENIT shall be entitled to terminate this  Agreement,  in the
     event of any breach or violation by the  Consultant  of either the terms of
     this  Agreement  or the  terms of the  Non-Competition  and  Non-Disclosure
     Agreement  or in the event of any act or  omission  prior to or during  the
     term of this  Agreement that would have permitted the Bank to terminate the
     Employment Agreement for cause as provided therein. Before terminating this
     Agreement,  CENIT shall give the Consultant written notice of any breach or
     violation of the Consultant's obligation to perform the consulting services
     and the  opportunity  for a period of three (3) days to cure or remedy such
     breach or violation to CENIT's satisfaction;  provided, however, that CENIT
     shall  be under  no  obligation  to give the  Consultant  such  notice  and
     opportunity  to cure if such breach or violation is, in CENIT's  reasonable
     judgment, not susceptible of being cured or remedied by the Consultant.  In
     the event of such termination,  the obligation of CENIT to pay compensation
     and other benefits to the Consultant  under this Agreement shall terminate,
     and CENIT  thereupon  shall be entitled  to pursue all legal and  

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     equitable  remedies  available to it under this Agreement,  or at law or in
     equity, and any limitations imposed hereby upon CENIT's rights and remedies
     shall be immediately  terminated.  The Consultant's  duties and obligations
     under the  Non-Competition  and Non-Disclosure  Agreement shall survive any
     such termination of this Agreement.

8.   Release. In connection with the execution of this Agreement, the Consultant
     shall  execute  and  deliver  to CENIT a Release  of All Claims in the form
     attached  hereto as EXHIBIT C. In  accordance  with the  provisions  of the
     federal Age Discrimination in Employment Act, such release contains a seven
     day right of rescission for the benefit of the Consultant.  This Agreement,
     and the duties, obligations,  and liabilities imposed upon CENIT hereunder,
     are  expressly  made  conditional  upon the  expiration  of such  seven-day
     rescission period without the rescission of such release by the Consultant.
     In the event of such rescission by the  Consultant,  the provisions of this
     Agreement shall be null and void.

9.   Notices.   For  the   purposes   of  this   Agreement,   notices  or  other
     communications provided for in this Agreement shall be in writing and shall
     be deemed to have been duly given when hand  delivered to the party to whom
     directed  or  mailed  by  United  States  certified  mail,  return  receipt
     requested, postage prepaid, addressed to such party at such party's address
     last known by the party  giving such  notice.  Each party shall  advise the
     other parties of the  appropriate  address to which notices should be sent.
     Notices of change of address shall be effective  only upon  receipt.  CENIT
     hereby advises the Consultant that all notices to CENIT should be addressed
     to CENIT  Bancorp,  Inc.,  225 West Olney Road,  Norfolk,  Virginia  23510,
     attention: President.

10.  Modification  - Waivers - Applicable  Law. No provisions of this  Agreement
     may be modified,  waived or discharged unless such waiver,  modification or
     discharge is agreed to in writing,  signed by the  Consultant and on behalf
     of CENIT by such officers as may be specifically designated by the Board of
     Directors of the Company.  No waiver of any breach,  condition or provision
     of this  Agreement by any party hereto at any time shall be deemed a waiver
     of similar or  dissimilar  provisions  or  conditions at the same or at any
     prior  or  subsequent  time.  No  agreements  or  representations,  oral or
     otherwise,  express or implied,  with respect to the subject  matter hereof
     have  been made by any party  which  are not set  forth  expressly  in this
     Agreement.  The validity,  interpretation,  construction and performance of
     this  Agreement  shall  be  governed  by the  laws of the  Commonwealth  of
     Virginia.

11.  Invalidity  -  Enforceability.  The  invalidity  or  enforceability  of any
     provision of this Agreement shall not affect the validity or enforceability
     of any other provision of this Agreement,  which shall remain in full force
     and  effect.  Any  provision  in this  Agreement  which  is  prohibited  or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective  only to the  extent of such  prohibition  or  unenforceability
     without  invalidating or affecting the remaining provisions hereof, and any
     such  prohibition  or   unenforceability  in  any  jurisdiction  shall  not
     invalidate   or  render   unenforceable   such   provision   in  any  other
     jurisdiction.

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12.  Successor  Rights.  This  Agreement  shall  inure to the  benefit of and be
     enforceable  by  the  Consultant's   personal  or  legal   representatives,
     executors,  administrators,  successors, heirs, distributees,  devisees and
     legatees,  and  shall be  binding  upon and  inure  to the  benefit  of the
     Company,  the Savings Bank, and the Bank and any successors thereto and any
     present and future affiliates and subsidiaries  thereof.  If the Consultant
     should die while any  amounts  would  still be  payable  to the  Consultant
     hereunder,  all such amounts,  unless otherwise  provided herein,  shall be
     paid in  accordance  with the terms of this  Agreement to the  Consultant's
     legatee  or  other  designee  or,  if  there  is no such  designee,  to the
     Consultant's estate.

13.  Compliance  with Federal  Statutes and  Regulations.  If the  Consultant is
     suspended and/or  temporarily  prohibited from participating in the conduct
     of the affairs of CENIT by a notice served under Section  8(e)(3) or (g)(1)
     of the Federal  Deposit  Insurance Act (12 U.S.C.  Section  1818(e)(3)  and
     (g)(1)),  CENIT's  obligations to the Consultant under this Agreement shall
     be suspended as of the date of service of any such notice  unless stayed by
     appropriate proceedings.  If the charges in the notice are dismissed, CENIT
     may  in  its  discretion  (i)  pay  the  Consultant  all  or  part  of  the
     compensation  withheld  while its  obligations  under this  Agreement  were
     suspended,  and (ii) reinstate (in whole or in part) any of its obligations
     which were suspended.

     A.   If the  Consultant  is  removed  and/or  permanently  prohibited  from
          participating  in the  conduct of CENIT's  affairs by an order  issued
          under Section 8(e)(4) or (g)(1) of the Federal  Deposit  Insurance Act
          (12 U.S.C.  Section  1818(e)(4) or (g)(1)),  all  obligations of CENIT
          under this  Agreement  pertaining  to CENIT shall  terminate as of the
          effective  date of the order,  but vested rights of the parties hereto
          shall not be affected.

     B.   If either the Bank or the  Savings  Bank is in default  (as defined in
          Section 3(x)(1) of the Federal Deposit Insurance Act 12 U.S.C. Section
          1813(x)(1)),  all obligations  under this Agreement shall terminate as
          of the date of default, but this paragraph shall not affect any vested
          rights of the parties hereto shall not be affected.

     C.   All  obligations  of CENIT under this  Agreement  shall be terminated,
          except to the extent that it is determined  that  continuation  of the
          contract is  necessary to the  continued  operation of the Bank (i) by
          the  appropriate  federal  banking  agency,  at the time  the  Federal
          Deposit  Insurance  Corporation  enters into an  agreement  to provide
          assistance  to or on  behalf of either  the Bank or the  Savings  Bank
          under the authority  contained in Section 13(c) of the Federal Deposit
          Insurance Act; or (ii) by the appropriate  federal banking agency,  at
          the time such agency approves a supervisory merger to resolve problems
          related to  operation  of either the Bank or the Savings  Bank or when
          either the Bank or the Savings Bank is determined by such agency to be
          in an unsafe or unsound  condition;  but vested  rights of the parties
          hereto shall not be affected.

14.  Headings.   Descriptive  headings  contained  in  this  Agreement  are  for
     convenience   only  and  shall  not   control  or  affect  the  meaning  or
     construction of any provision hereof.

                                       8

<PAGE>

15.  Legal Conflict.  In the event of any conflict between any of the provisions
     of  this  Agreement  and  the  provisions  of any  applicable  statutes  or
     regulations,  as such statutes or regulations  are in effect as of the date
     of this Agreement, the provisions of such statutes or regulations in effect
     as of the date of this Agreement shall control.
 
     IN WITNESS WHEREOF,  the parties have executed this Agreement  effective as
of the date first above written.


                                       CONSULTANT:



                                       _____________________________(SEAL)
                                       J. Morgan Davis


                                       
                                       COMPANY:

                                       CENIT BANCORP, INC.



                                       By______________________________
                                             Title:

                                      
    
                                       SAVINGS BANK:

                                       CENIT BANK, FSB



                                       By______________________________
                                             Title:

                                       9

<PAGE>


                                       BANK:

                                       CENIT BANK



                                       By______________________________
                                             Title:

                                       10