EXHIBIT 10.10

STATE OF SOUTH CAROLINA    )
                           )        CONTRACT OF SALE AND PURCHASE
COUNTY OF GREENVILLE       )

         THIS  CONTRACT  OF SALE AND  PURCHASE  (hereinafter  referred to as the
"Agreement")  is made and entered into as of the date this Agreement is executed
by both the  hereinbelow  defined Seller and Purchaser and an executed  original
thereof is delivered to Purchaser (the "Effective  Date") by and among Church at
Hampton,  LLC c/o Charles B. Stone,  (hereinafter  referred to as "Seller")  and
First South Bank and/or assigns (hereinafter referred to as "Purchaser").

                                   WITNESSETH:

         In consideration of the mutual covenants and agreements set forth below
to be kept and performed,  the hereinbelow defined Earnest Money, and other good
and  valuable  consideration  passing  between  the  parties,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties covenant and agree that
Seller shall sell to Purchaser,  and Purchaser  shall purchase from Seller,  the
Property  described  below  for the  price  and upon the  terms  and  conditions
specified herein:

     1. THE PROPERTY. Seller agrees to grant, sell, convey, assign, transfer and
deliver to Purchaser  and  Purchaser  agrees to purchase,  acquire and take from
Seller:

     (a)  The property  containing  approximately  0.907 acres commonly known as
          tax  map #  0188010901201  located  at 1680  North  Church  Street  in
          Greenville,  South  Carolina,  being more  particularly  described  on
          EXHIBIT A attached  hereto and  incorporated  herein by reference (the
          "Land"); and

     (b)  All  improvements  situated  upon and to the Land  including,  but not
          limited to, a two story brick building  containing 7650 square feet to
          be determined by final  as-built  drawings  completed and delivered to
          the purchaser within ten (10) business days from the execution of this
          agreement (the "Building") located on the above described land; and

     (c)  All personal property (the "Personal Property") situated upon the land
          (including, without limitation, fixtures to the Building; and

     (d)  Together  with all  easements and  rights-of-way  (including,  without
          limitation,  for parking,  ingress, egress and access),  hereditaments
          and  appurtenances  thereunto  belonging or in any way appertaining to
          the Land.

         All of the property and rights described in (a), (b), (c) and (d) above
are hereinafter collectively referred to as the "Property".

2. EARNEST MONEY.  Within Five (5) business day after  Purchaser's  receipt of a
fully executed original of the Agreement from Seller, Purchaser shall deliver to


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NAI Earle Furman,  LLC, as escrow agent  hereunder  (hereinafter  referred to as
"Escrow  Agent"),  an earnest  money  deposit  (hereinafter  referred  to as the
"Earnest Money") in the amount of Ten Thousand and No/100 Dollars  ($10,000.00),
payable to the order of Escrow Agent.

         Escrow Agent  agrees to hold and disburse the Earnest  Money in a trust
account in accordance with the terms of this Agreement.  All Earnest Money shall
be applied  toward the Purchase  Price at Closing (as each  capitalized  term is
hereinafter defined).

     3. ESCROW AGENT.  The Earnest Money shall be held by the Escrow Agent until
the Closing Date or sooner  termination of this Agreement and Escrow Agent shall
pay over the interest or income earned thereon, if any, to the party entitled to
the Earnest Money and the party  receiving such interest or income shall pay any
income taxes due  thereon.  In the event the Closing  shall occur in  accordance
with the  provisions  of this  Agreement,  then,  Escrow Agent shall deliver the
Earnest Money to the settlement agent  disbursing funds at Closing.  If, for any
reason,  the Closing does not occur pursuant to the provisions of this Agreement
and either party makes a written  demand upon Escrow  Agent,  by  registered  or
certified mail (return  receipt  optional),  Federal  Express or other reputable
national overnight delivery service,  for the payment of the Earnest Money, then
Escrow Agent shall give written notice in accordance with the provisions  hereof
to the other  party of the  receipt  of such  demand.  If Escrow  Agent does not
receive a written  objection from the other party to the proposed payment of the
Earnest Money  pursuant to the demand within ten (10) days after the delivery of
such notice by Escrow  Agent,  Escrow  Agent is hereby  authorized  to make such
payment in  accordance  with the  aforesaid  demand.  If Escrow  Agent  receives
written  abjection  from the other party to the proposed  payment of the Earnest
Money  pursuant to the  aforesaid  demand within such ten (10) day period or if,
for any other  reason,  Escrow  Agent in good faith shall elect not to make such
payment,  Escrow Agent shall continue to hold the Earnest Money until  otherwise
directed by written  instructions  from Seller and Purchaser or a final judgment
of a court of competent  jurisdiction.  Escrow  Agent,  however,  shall have the
right at any time to deposit  the  Earnest  Money with the clerk of any court of
competent  jurisdiction  in the state where the Property is located,  and Escrow
Agent shall give written notice of such deposit to the Seller and the Purchaser,
and upon such  deposit  being made,  Escrow Agent shall be  discharged  from all
obligations and responsibilities  hereunder. The parties acknowledge that Escrow
Agent  is  acting  solely  as a  stakeholder  at  their  request  and for  their
convenience,  that Escrow Agent may act upon any writing  believed by it in good
faith to be genuine and to be signed and  presented  by the proper  person,  and
that  Escrow  Agent  shall not be liable to either of the parties for any act or
omission on its part unless taken or suffered in bad faith, in willful disregard
of this  Agreement or  involving  gross  negligence.  Escrow Agent shall have no
duties  or  responsibilities  relating  to  escrow  except  as set forth in this
paragraph.  Escrow Agent shall not be bound by any modification of the Agreement
unless the same is in  writing  and  signed by the  Purchaser  and Seller and if
Escrow  Agent's  duties  hereunder are affected,  unless Escrow Agent shall have
given prior written consent thereto. The Seller and Purchaser hereby jointly and
severally  indemnify  and hold the Escrow  Agent  harmless  from and against all
costs,  claims and expenses (including  reasonable  attorney's fees) incurred in
connection  with the performance by the Escrow Agent of its duties in accordance
with the provisions of this Section of this Agreement.

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     4. PURCHASE PRICE. The total purchase price (hereinafter referred to as the
"Purchase Price") for the Property shall be One Million One Hundred Thousand and
No/100  Dollars  ($1,100,000.00),  which shall be paid by the purchaser by cash,
wire transfer or certified check at Closing.

     5. DOCUMENTS.  Within ten (10) days after the Effective Date hereof, Seller
shall  provide  Purchaser  with  copies of the  following  documents  reasonably
available to Seller:

     (a)  Any  boundary,  topographic  or other surveys or plats of the Property
          and all environmental  studies,  engineering studies or reports,  soil
          tests or similar reports on the Property, if any;

     (b)  Any title insurance policy or policies on the Property;

     (c)  A true and complete copy of all Service Agreements (hereafter defined)
          (including,  but not  limited to any  landscaping  contract,  dumpster
          contract and/or  janitorial  contract) for the Property  including all
          amendment thereto;

     (d)  Copies of all as-built  construction,  architectural  and  engineering
          drawings of the Property or any portion thereof;

     (e)  Copies of any documents  relating to any  obligations  which have been
          incurred  directly or indirectly by the  Property's  owner for which a
          new owner would be responsible or must comply with, including, but not
          limited to any  commissions  payable  after  Closing,  any real estate
          management  or leasing  contracts,  including  but not limited to, the
          Personal Property, etc.;

     (f)  Tax bills for the Property including, but not limited to, the Personal
          Property, for year 2006;

     (g)  A  detailed  written  description  of any  current  problems  with the
          Property which are known to Seller,  such as, building and roof leaks,
          utility  systems and  equipment,  structural or  foundation  problems.
          Additionally,   Seller  shall   provide   Purchaser   with  a  written
          description   of   any   maintenance    (excluding   routine   grounds
          maintenance),  repair,  or  replacement  work,  the cost of which  was
          greater than $1,000.00;

     (h)  Copies  of  any  and  all  documentation,  if  any,  relating  to  any
          government or municipal codes,  regulations or ordinances violation of
          the Property or its operation, of which Seller has received notice;

     (i)  Copies of all  documents  relating  to any  notice  which  Seller  has
          received from government or municipal agency,  any utility provider or
          adjoining  land owner,  which may have any future impact on the access
          to the  Property  or any  future  impact on utility  services  for the
          Property; and

     (j)  A list/inventory of all of the Seller's  Personal Property  associated
          with the operation of the Property as of the Effective Date, if any.

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     (k)  Current Common Area Maintenance charge list (if any).

     (l)  Copies of all environmental reports, studies and assessments performed
          or rendered with respect to or in connection  with the Property or any
          part thereof (including, without limitation any part of the Building).

     (m)  Copies of all insurance  policies  insuring against hazard or casualty
          loss  currently  held by  Seller,  as  insured,  with  respect  to the
          Property   (including,   without  limitation,   with  respect  to  the
          Building).

     6.  INSPECTION  PERIOD.  Purchaser  shall have  thirty  (30) days after the
Effective Date of this  Agreement  (hereinafter  referred to as the  "Inspection
Period") to make all  inspections  Purchaser may deem necessary and to determine
if the Property is satisfactory for its needs including, but not limited to, all
aspects of the operation of the Property and all documents and records  relating
to the  operation  of the  Property in the  Seller's  possession  or  reasonably
obtainable by Seller. In the event Purchaser  determines within said thirty (30)
day Inspection Period that the Property does not meet its needs, or Purchaser is
not satisfied in its sole  discretion with any of the inspection  results,  then
Purchaser  shall so notify  Seller in  writing  prior to the  expiration  of the
Inspection  Period and this  Agreement  may be canceled by Purchaser  and, if so
canceled,  shall be deemed null and void and Purchaser's  Earnest Money shall be
immediately refunded to Purchaser.

         During the  Inspection  Period and  thereafter  if  Purchaser  does not
terminate this Agreement pursuant to the foregoing  paragraph,  Purchaser and/or
Purchaser's  agents,  employees and/or contractors shall have the right to enter
upon the Property  during  normal  business  hours with 24~hour  prior notice to
conduct such  inspections,  tests and studies as Purchaser  may deem  necessary,
provided:

     (a)  Such inspections, tests and studies shall not damage the Property; and

     (b)  Purchaser  shall leave the Property in not materially  worse condition
          as it was prior to the entry onto the  Property  by  Purchaser  or its
          agents, employees or contractors or, in the event of any damage to the
          Property  (other  than  ordinary  wear  and  tear),   Purchaser  shall
          immediately  repair and restore the  Property to its prior  condition.
          Purchaser  agrees to indemnify and hold harmless  Seller from any loss
          or damage,  including  reasonable  attorneys' fees, arising out of the
          inspections, tests or studies that Purchaser, its agents or employees,
          may  conduct  pursuant  to this  Section  6 other  than any  liability
          arising  out of  the  discovery  by  Purchaser  and/or  its  agent  or
          contractor of a latent construction defect or an environmental problem
          or condition,  or the obligation of Purchaser and/or its contractor to
          warn of or  report  any  latent  structural  defect  or  environmental
          condition to a governmental  authority.  This indemnity  shall survive
          any  early  termination  of  this  Agreement  and the  Closing  of the
          transaction contemplated hereunder.



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     7. TITLE.

     (a)  Seller warrants that it has good marketable record fee simple title to
          the  Property  subject  only  to  applicable   zoning  ordinances  and
          regulations,  taxes for the current year not yet due and payable,  and
          utility and drainage  easements;  provided,  however,  Purchaser shall
          accept  title  to the  Property  subject  only  to such  easements  as
          Purchaser  shall  reasonably  determine  will not  interfere  with the
          development and operation of the Property as a commercial development.
          Seller  shall,  at the  closing,  convey the  Property to Purchaser by
          general  warranty deed, with good and marketable  title in fee simple,
          free and clear of all liens or encumbrances except as set forth above.
          "Good and marketable title", as used herein, shall mean title which is
          insurable by a reputable  national title insurance company (the "Title
          Company")  at  standard  rates  on the AL T A form  then in use in the
          county  where  the land lies and with  only the  exceptions  set forth
          above or which are otherwise  acceptable to Purchaser (the  "Permitted
          Exceptions").  The  availability  of such  title  insurance  shall  be
          conclusive  evidence of the  marketability  of title to the  Property,
          and,  conversely,  the  inability  of  Purchaser to obtain such policy
          shall  be  conclusive  evidence  that  title  to the  Property  is not
          marketable as required herein.

     (b)  Within  twenty five (25) days after this  Agreement is executed by the
          parties, Purchaser shall obtain, if available based upon the status of
          Seller's title, a title insurance commitment (the "Commitment") issued
          by the  Title  Company  to  provide a  standard  AL TA  owner's  title
          insurance policy (the "Title Policy") to Purchaser and shall forward a
          copy of the  Commitment to Seller upon receipt from the Title Company.
          Approval  as to  all  easements  and  exceptions  which  show  on  the
          Commitment  shall be  deemed  given  five (5) days  after  Purchaser's
          receipt  of the  Commitment  unless on or  before  the 5th day of said
          period,  Purchaser  shall give notice to Seller that it disapproves an
          item or items.  In such case,  the removal of each item so disapproved
          shall be a condition to Purchaser's  obligation to close.  Seller will
          have ten (10) days from the  receipt of such  notice  within  which to
          take  steps to cure  such  defects.  If  Seller is unable to cure such
          defects within said ten-day period,  Purchaser shall have the right to
          terminate  this  Agreement and receive a prompt refund of  Purchaser's
          Earnest  Money and this  Agreement  shall be void and without  further
          recourse to the parties.  In the  alternative,  Purchaser may elect to
          accept  such title as Seller can  deliver to the  Property in its then
          condition and pay the Purchase  Price without  deduction.  At closing,
          Seller will execute and deliver an affidavit to the effect that to the
          best of  Seller's  knowledge,  there are no  judgments,  bankruptcies,
          liens, leases or other claims of any nature whatsoever against or with
          respect to the  Property  or  against  Seller  which  would in any way
          create an  encumbrance  upon the  Property  (except for the  Permitted
          Exceptions).

     8. SELLER'S  REPRESENTATIONS  AND WARRANTIES.  To induce Purchaser to enter
into this  Agreement  and to purchase the  Property  being  conveyed  hereunder,
Seller makes the  following  representations  and  warranties,  each of which is
material  and is being  relied  upon by the  Purchaser  and all of which  Seller
represents  and warrants are true as of the  Effective  Date hereof and shall be
true as of the Closing Date:

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     (a)  Good and Marketable Title to Property. Seller now has and will have at
          Closing good and indefeasible  title in fee simple to the Property and
          no party,  except as herein set forth, has or shall have any right in,
          or to acquire, the Property;

     (b)  Free of Encumbrances.  At the Closing,  the Property shall be free and
          clear of all encumbrances except Permitted Encumbrances;

     (c)  No Actions or Suits. There are no actions, suits, claims, assessments,
          or  proceedings  pending or, to the  knowledge of Seller,  threatened,
          that could materially  adversely affect the ownership,  operation,  or
          maintenance of the Property or Seller's ability to perform hereunder;

     (d)  Authority of Seller.  Seller has full right,  power,  and authority to
          execute,  deliver,  and perform this Agreement  without  obtaining any
          further consents or approvals from, or the taking of any other actions
          with respect to, any third parties and this  Agreement,  when executed
          and delivered by Seller and Purchaser,  will  constitute the valid and
          binding agreement of Seller,  enforceable against Seller in accordance
          with its terms;

     (e)  Existence of Security Interest. No uncured breach or default,  whether
          declared or not, including, without limitation,  nonpayment of any sum
          or nonperformance of any obligation,  exists under, or with regard to,
          any obligation of Seller that is secured by a lien on the Property;

     (f)  No Violation of Applicable Law. The location, construction, occupancy,
          operation,  and use of the  Property  does not violate any  applicable
          law, statute, ordinance, rule, regulation,  order, or determination of
          any governmental authority or any board of fire underwriters (or other
          body exercising  similar  functions),  or any restrictive  covenant or
          deed  restriction  (recorded or  otherwise)  affecting  the  Property,
          including,  without  limitation,  all applicable zoning ordinances and
          building codes, flood disaster laws, and health and environmental laws
          and regulations (hereinafter sometimes collectively called "Applicable
          Laws");

     (g)  Compliance With Environmental Laws.

          (1)  Without  limiting  Section 6.6 above,  Seller further  represents
               that (i) none of the Property has ever been used by Seller or, to
               the  best of  Seller's  knowledge  (after  due  inquiry),  by any
               previous  owners,  occupants or the current  lessees,  if any, to
               generate, manufacture, refine, transport, treat, store, handle or
               dispose of any Hazardous Substances (as hereinafter defined), and
               no such  Hazardous  Substances  exist on the Property or any part
               thereof (including,  without limitation, the Building), or in its
               soil or  groundwater;  (ii) to the  best  of  Seller's  knowledge
               (after due  inquiry),  no portion  of the  Improvements  has been
               constructed with asbestos,  asbestos containing  materials,  urea
               formaldehyde  insulation or any other chemical or substance which


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               has  been  determined  to  be  a  hazard  to  health  and/or  the
               environment;  (iii) to the best of Seller's knowledge,  there are
               no,  nor  have  there  been,  electrical  transformers  or  other
               equipment which have di-electric fluid-containing polychlorinated
               biphenyls  (PCBs)  located in, on or under the Property;  (iv) to
               the best of Seller's knowledge,  the Property has never contained
               any  underground  storage tanks;  and (v} Seller has not received
               nor  does  it  have  any  knowledge  of  any  summons,  citation,
               directive,  letter or other communication,  oral or written, from
               any local, state, or federal government agency concerning (a) the
               existence  of  Hazardous  Substances  on the  Property  or in the
               immediate  vicinity,  (b)  the  releasing,   spilling,   leaking,
               pumping,  pouring  emitting,  emptying,  or dumping of  Hazardous
               Substances into the Property or into waters or other lands.

          (2)  The term  "Hazardous  Substances" as used in this Agreement shall
               mean  any  hazardous  or toxic  material,  substance,  or  waste,
               pollutant or  contaminant  which is regulated  under any statute,
               law, regulation, rule or ordinance of any local, state, regional,
               or federal authority having  jurisdiction  over the Property,  or
               its use, including,  but not limited to, any material,  substance
               or waste which is (i) defined as a hazardous  substance under any
               Environmental Laws; (ii) a petroleum hydrocarbon, including crude
               oil or any fraction  thereof and all  petroleum  products;  (iii)
               polychlorinated biphenyls; (iv) lead; (v) urea formaldehyde; (vi)
               asbestos;   (vii)   flammable   explosives;   (viii)   infectious
               materials;   (ix)  radioactive  materials;   or  (x)  defined  or
               regulated  as a hazardous  substance  under rules or  regulations
               promulgated under any of the foregoing Environmental Laws.

          (3)  The term  "Environmental  Laws" as used in this  Agreement  shall
               mean any international,  federal,  state, or local statute,  law,
               regulation,  order, consent, decree,  judgment,  permit, license,
               code, covenant, deed restriction, common law, treaty, convention,
               ordinance, or other requirement relating to public health, safety
               or the environment, including, without limitation, those relating
               to  releases,  discharges  or emissions  to air,  water,  land or
               groundwater,  to the withdrawal or use of groundwater, to the use
               and handling of  polychlorinated  biphenyls  or asbestos,  to the
               disposal,  treatment, storage or management of hazardous or solid
               waste,  or  Hazardous  Substances  or crude oil, or any  fraction
               thereof, or to exposure to toxic or hazardous  materials,  to the
               handling,  transportation,  discharge  or  release  of gaseous or
               liquid Hazardous Substances and any regulation,  order, notice or
               demand issued pursuant to such law, statute or ordinance, in each
               case applicable to the Property,  including,  without limitation,
               the  following:   the   Comprehensive   Environmental   Response,
               Compensation  and  Liability  Act  of  1980,  as  amended  by the
               Superfund  Amendments and Re-Authorization Act of 1986; the Solid
               Waste Disposal Act, as amended by the Resource  Conservation  and
               Recovery Act of 1976 and the Hazardous and Solid Waste Amendments


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               of 1984; the Hazardous Materials  Transportation Act, as amended;
               the Federal Water Pollution  Control Act, as amended by the Clean
               Water Act of 1976;  the Safe  Drinking  Water Act;  the Clean Air
               Act, as amended;  the Toxic  Substances  Control Act of 1976; the
               Occupational  Safety  and  Health Act of 1977,  as  amended;  the
               Emergency  Planning and Community  Right-to-Know Act of 1986; the
               National  Environmental Policy Act of 1975; the Oil Pollution Act
               of 1990, and any similar or implementing state law, and any state
               statute and any further  amendments  to these laws  providing for
               financial  responsibility  for  clean-up  or other  actions  with
               respect  to  the  release  or  threatened  release  of  Hazardous
               Substances  or crude oil, or any  fraction  thereof and all rules
               and regulations promulgated thereunder.

     (h)  No Environmental Permits Required. Seller has not obtained, and is not
          required to obtain or  maintain,  and Seller has no  knowledge  of any
          reason Purchaser or Seller will be required to obtain or maintain, any
          permits,  licenses,  or similar  authorizations to construct,  occupy,
          operate,  or use the  Building,  or any  improvements,  fixtures,  and
          equipment   forming  a  part  of  the   Property   by  reason  of  any
          Environmental Laws;

     (i)  No Special  Assessments  or Other  Taxes.  There are,  and will be, no
          special taxes or assessments for any  improvements,  made or installed
          on  the  Property  prior  to the  Closing;  to the  best  of  Seller's
          knowledge,  all storm and  sanitary  sewers;  the  paving of roads and
          streets;  all curbs and gutters;  all curb-cuts,  all traffic signals;
          the  widening  of all  roads  and  streets;  and the  installation  of
          acceleration, deceleration, and stacking lanes, required by law or the
          Leases at the time of the Closing have been installed and paid for; in
          the  event  that any such  item has not been  paid for or in the event
          that any special assessments are now or hereafter imposed,  levied, or
          fixed by reason of the  installation  of the  foregoing,  same will be
          paid by  Seller  whether  or not the  same  are a lien at the  time of
          closing;

     (j)  No Third-Party  Contracts.  There will be no contracts for services or
          supplies  on account of  maintenance  or repairs  which  expressly  or
          impliedly  will be binding upon the  Purchaser  or upon the  Property,
          unless expressly agreed to in writing by Purchaser prior to Closing;

     (k)  Sewage  Connections.  The Property is serviced by the municipal  water
          and  the  municipal  sewer  system  (including,   without  limitation,
          sanitary  and  stormwater  sewer);  there are no cesspools or leaching
          fields  contained  within or  draining  or  leaching  upon or into the
          Property;

     (l)  Utility  Connections.  All utility lines (including sanitary and storm
          sewers) enter the Property through public streets or through dedicated
          rights of way or equivalent servitudes;

     (m)  No Zoning Violations. After due inquiry Seller has no knowledge of any
          zoning,  subdivision or building violations or of any action, suit, or
          proceeding  pending or threatened against or affecting the Property or
          any portion  thereof in any court or before or by any federal,  state,


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          county, or municipal  department,  commission board, bureau, or agency
          or other governmental instrumentality;

     (n)  No  Liens.  Seller  has  and  will  pay for all  labor  performed  and
          materials   provided  or  supplied   with   respect  to  the  Property
          (including,  without  limitation,  the Building) prior to Closing.  In
          connection  therewith  Seller  agrees to execute such  affidavi1s  and
          other  evidences  as may be  required  by the Title  Company to remove
          exceptions for mechanic's and materialman's  liens from the Commitment
          and the Title  Policy.  Further,  Seller  agrees to indemnify and hold
          Purchaser  harmless  in respect to any  mechanic's  and  materialmen's
          liens  against  the  Property  arising  out of any work  performed  or
          materials  furnished  by or on  Seller's  behalf or request on or with
          respect to the Property;

     (o)  Highways  and  Roads.  The roads  bounding  the  Property  are  public
          highways  under  the   jurisdiction  of  the   appropriate   political
          subdivision;

     (p)  No Organized Labor Force. At the time of the Closing, there will be no
          collective  bargaining or union  contracts  affecting the Property for
          which Seller is obligated, and there will be no employees of Seller at
          the Property;

     (q)  No  Condemnation.  To the  best of  Seller's  knowledge,  there  is no
          condemnation  threatened or pending against the Property,  or any part
          thereof;

     (r)  No Structural  Deficiencies.  To the best of Seller's knowledge at the
          time of the Closing,  there will be no material defects with regard to
          any of the structural components of the buildings on the Property, the
          roof  and  exterior  walls  are  free of  leaks,  and the  electrical,
          mechanical, plumbing, and HVAC systems are in good working order;

     (s)  Viability of Insurance  Coverage.  Seller has not received any notices
          from any  insurance  company  of any  defects or  inadequacies  in the
          Property or any part  thereof  which would  materially  and  adversely
          affect  the  insurability  of the  Property  or the  premiums  for the
          insurance  thereof,  and no  notice  has been  given by any  insurance
          company  which has issued a policy with  respect to any portion of the
          Premises  or  by  any  board  of  fire  underwriters  (or  other  body
          exercising  similar  functions)  requesting  the  performance  of  any
          repairs, alterations, or other work which has not been complied with;

     (t)  No Parties in  Possession.  There are no parties in  possession of any
          portion of the Property,  whether as lessees,  lessees at  sufferance,
          trespassers,  or  otherwise,  except for  Lessees and  sub-lessees  of
          Lessees,  all of whom and which shall have  vacated the  Property  not
          less than fifteen (15) days prior to Closing;

     (u)  Property Not  Flood-Prone.  The  Improvements  on the Property are not
          within any area  determined to be flood-prone  under the Federal Flood
          Protection Act of 1973;

                                       9
<PAGE>

     (v)  Compliance  With  Americans  With   Disabilities   Act.  The  Property
          (including,  without limitation,  the Building) is in compliance with,
          and Seller is not in  violation  of or subject  to, (i) any  existing,
          pending,  or threatened  investigation  or inquiry by any governmental
          authority arising from,  related to, or in connection with one or more
          actual or alleged  violation(s) of the Americans with Disabilities Act
          (the "ADA"); or (ii) any remedial  obligations under or imposed by the
          ADA, and these  representations  and  warranties  would continue to be
          true and correct following  disclosure to the applicable  governmental
          authorities of all relevant facts, conditions,  and circumstances,  if
          any, pertaining to the Property;

     (w)  No  Material  Change in  Property.  Seller  shall  immediately  notify
          Purchaser  of  any   material   change  in  respect  to  the  Property
          (including,  without  limitation,  the  Building)  or any  information
          heretofore  or hereafter  furnished  to Purchaser  with respect to the
          Property (including, without limitation, the Building).

         None of the  representations  or warranties of Seller contained in this
Agreement  and no  documents  furnished to  Purchaser  in  connection  with this
Agreement or in connection with the transactions  contemplated hereby,  contain,
or at the  Closing  will  contain,  any  untrue  statement  of a  material  fact
necessary to make the statements of fact herein and therein not misleading.

     9. CLOSING AND DELIVERY OF POSSESSION. The closing of the sale and purchase
contemplated by this Agreement (hereinafter referred to as the "Closing") shall,
subject to the other  provisions  contained in this  Agreement,  take place at a
time and place  selected by Purchaser  and on a date selected by Purchaser on or
before ninety (90) days following the end of the Inspection Period  (hereinafter
referred to as the "Closing  Date").  Purchaser shall provide the Seller with no
les5 than five (5) days prior written notice of the proposed location,  date and
time of Closing.

         Upon execution and delivery of all of the closing documents  including,
but not limited to, the original  executed deed in recordable  form subject only
to the Permitted  Exceptions,  Purchaser  shall pay to Seller the balance of the
Purchase Price as set forth in this Agreement  (subject,  however,  to the Title
Insurer  updating  title to the  Property to confirm the same as subject only to
the  Permitted  Exceptions  and  recording  the Deed within one (1) business day
following Closing).

     10.  CLOSING  DOCUMENTS.  At Closing,  Seller shall cause to be conveyed to
Purchaser, by a general warranty deed, good and marketable, insurable fee simple
title  to the  Property,  free and  clear  of all  defects,  claims,  liens  and
encumbrances except the Permitted  Exceptions.  For purposes hereof,  "Permitted
Exceptions"  shall include (i) current  city,  county and state ad valorem taxes
not yet due and payable  (which  shall be prorated  to Closing  Date);  (ii) any
easements, covenants or restrictions of record which apply to the Property as of
the Effective  Date hereof and have been approved by Purchaser as aforesaid.  At
Closing, Seller shall also execute and deliver to Purchaser the following:

     (a)  An affidavit reasonably  satisfactory to the Title Company issuing the
          Title  Policy,  in order to delete from the Title  Policy to be issued
          the  standard  printed  exceptions  relating to  mechanics'  liens and
          parties in possession;

                                       10
<PAGE>

     (b)  An affidavit  reflecting  whether  Seller is a foreign or  non-foreign
          person in accordance with the provisions of the Internal  Revenue Code
          and Internal Revenue Service Regulations;

     (c)  Proof of cancellation  of all agreements  affecting the Property which
          would extend beyond the Closing Date which are not  expressly  assumed
          by the Purchaser;

     (d)  An affidavit reflecting whether Seller is a resident of South Carolina
          for purposes of the South Carolina real estate sales withholding laws;

     (e)  Such  documents of Seller which  authorize the sale of the Property to
          Purchaser and the execution of all closing  documents by Seller as are
          reasonably  required by the title insurance  company issuing the title
          insurance policy on the Property to Purchase.

     (f)  The original Service Agreements approved and assumed by Purchaser.  or
          if an original is lost or stolen, a certified true copy thereof;

     (g)  An Assignment of the existing permits,  approvals,  licenses, etc. for
          the Property;

     (h)  A   Certificate   from  the  Seller   certifying   that  the  Seller's
          representations  and warranties set forth in Section 8 herein are true
          and correct as of Closing;

     (i)  A Proration Agreement as described in Paragraph 14 herein;

     (j)  Closing Statement; and

     (k)  Such other  instruments  as are  necessary or reasonable to consummate
          the  transactions  contemplated  by  this  Agreement,  including  such
          documents  as are  necessary  to cause the Title  Company to issue the
          Title  Policy on the  Property to the  Purchaser  for no less than the
          Purchase Price.

     11.  EXPENSES.  In  addition  to other  provisions  for the  payment of the
expenses contained in this Agreement,  Seller shall pay for the deed preparation
and deed stamps on the general warranty deed,  Seller's  attorney's fees and the
cost of  delivering  good  and  marketable  insurable  fee  simple  title to the
Property  to the  Purchaser  in  accordance  with the  terms of this  Agreement.
Purchaser  shall pay for the cost of the title  examination,  the Commitment and
Title  Insurance,  the  cost  for  its  boundary  surveyor  plat,  the  cost  of
recordation of the general warranty deed, Purchaser's attorney's fees, loan fees
and other fees and expenses  incurred by Purchaser in connection  with acquiring
the Property.

     12. PRORATIONS. Ad valorem taxes and all others items of income and expense
in  connection  with the  operation  of the Property  shall be prorated  between
Seller and  Purchaser  as of the  Closing  Date based upon the best  information
available.  Any expense  proration based upon any estimate shall be subsequently
readjusted  (within  thirty  (30) days of written  demand of either  party) upon
receipt of the actual bill,  pursuant to a proration  agreement (the  "Proration
Agreement")  to be executed by the Seller and Purchaser at Closing.  Any special


                                       11
<PAGE>

assessments or improvement liens which have been certified or which constitute a
lien against the Property as of the Closing Date shall be paid by Seller.

         Seller hereby  warrants and  represents to Purchaser  that the Property
has not heretofore been designated and assessed for a special use for ad valorem
tax purposes, or for roll-back taxes, so that a change in the use of the land by
Purchaser  would cause the Property to become  subject to  additional  state and
local taxes for past years. This provision shall survive Closing.

     13.  CONDEMNATION.  In the event any portion of the Property shall be taken
in an eminent domain proceeding prior to the Closing, or in the event the Seller
receives,  prior  to  Closing,  written  notice  of a  proposed  eminent  domain
proceeding  against the Property,  Seller shall  promptly  notify  Purchaser and
Purchaser,  by notice to  Seller  within  thirty  (30) days  following  Seller's
notice,  may elect to either terminate this Agreement or continue this Agreement
in full force and effect.  In the event the Purchaser  elects to terminate  this
Agreement,  the Earnest Money shall be immediately refunded to Purchaser. In the
event the Purchaser  elects to continue this Agreement in full force and effect,
the Seller shall at Closing  assign to Purchaser all of its rights in and to any
such condemnation awards or proceedings.

     14.  RISK OF LOSS.  The risk of any and all  losses  to the  Property  as a
result of a  casualty  from and after the  Effective  Date  hereof  but prior to
Closing shall be on the Seller. In the event that a "substantial portion" of the
Property is damaged by a casualty prior to the Closing Date, Purchaser may elect
to terminate this Agreement in which event this  Agreement  shall  thereafter be
null,  void and of no further  effect and the  Earnest  Money  deposit  shall be
returned to  Purchaser;  or if Purchaser so elects,  Purchaser  may purchase the
Property  in its  damaged  condition  and  receive  an  assignment  of  Seller's
insurance proceeds on the Property. For purposes hereof, a "substantial portion"
of the  Property  shall  constitute  damage  which  costs more than  Twenty-Five
Thousand and 00/100ths ($25,000.00) Dollars to repair.

     15.  BROKER.  The Seller and  Purchaser  represent  and warrant each to the
other that neither the Seller nor the Purchaser has dealt or consulted  with any
real estate  broker in  connection  with the  transaction  contemplated  by this
Agreement other than Laurens C. Nicholson,  CCIM, SIOR and Hunter Garrett, CCIM,
SIOR of NAI Earle  Furman,  LLC, to whom the Seller  shall pay a  commission  at
Closing in the amount  specified in their separate  written  agreement.  Without
limiting the effect of the foregoing, Seller hereby agrees to indemnify and hold
Purchaser  harmless  from any claim or demand made by any real estate  broker or
agent claiming to have dealt or consulted with Seller  contrary to the foregoing
representation   of  this   Agreement,   and  the  closing  of  the  transaction
contemplated hereunder. Similarly, Purchaser hereby agrees to indemnify and hold
Seller harmless  against any claims or demands made by any real estate broker or
agent other than those  previously  described  herein  claiming to have dealt or
consulted  with  Purchaser  contrary  to the  foregoing  representation  of this
Agreement and the closing of the transaction contemplated hereunder.

     16. DEFAULT, CURE AND REMEDIES.

     (a)  Default By Seller. In the event Seller shall fail to timely perform or
          comply  with any  covenant,  agreement,  representation,  warranty  or
          condition  contained  in this  Agreement  for any  reason  other  than


                                       12
<PAGE>

          Purchaser's  default,  and such  default is not cured  within ten (10)
          days of  written  demand  by the  Purchaser,  then  Purchaser,  at its
          option, may: (i) terminate this Agreement and receive a full refund of
          its  Earnest  Money  deposit  and all  costs  reasonably  incurred  by
          Purchaser  with respect to due  diligence in  inspecting  the Property
          (including,  without limitation,  fees and costs of its attorneys); or
          (ii)  proceed at law or in equity to enforce  the  Purchaser's  rights
          under  this  Agreement  including,  but not  limited  to, the right of
          specific performance and/or seek damages.

     (b)  Default by Purchaser.  In the event Purchaser shall fail to perform or
          comply with any  covenant,  agreement or  condition  contained in this
          Agreement for any reason other than Seller's  default and such default
          is not cured  within  ten (10) days of written  demand by the  Seller,
          then Seller,  at its option,  may: (i)  terminate  this  Agreement and
          receive the  Earnest  Money as agreed  liquidated  damages and in full
          settlement of any claims which Seller may have against  Purchaser,  it
          being expressly agreed that the actual amount of Seller's damages will
          be difficult to ascertain and therefore,  said Earnest Money is a fair
          measure  of the  Seller's  damages.  In such  event,  all  rights  and
          liabilities  under this Agreement shall terminate and be null and void
          upon the payment of the Earnest Money deposit to Seller.

     (c)  Waiver.  Failure  of the  non-defaulting  party to give  notice  of an
          uncured default shall not constitute  waiver of such default unless 50
          stated in writing by the non-defaulting party.

     (d)  Attorney's Fees and Costs.  If any litigation  shall be instituted for
          the purpose of enforcing or interpreting any of the provisions of this
          Agreement,  the  prevailing  party,  as determined by the Court having
          jurisdiction thereof, shall be entitled to recover, in addition to all
          other  relief,  an amount equal to all costs and expenses  incurred in
          connection therewith, including, without limitation,  reasonable legal
          expenses (including but not necessarily limited to reasonable fees for
          services of attorneys)  at the trial level and in connection  with all
          appellate proceedings.

     17. TIME.  Time is of the essence with respect to each and every  provision
of this Agreement.  However, any time period provided for herein which shall end
on a Saturday,  Sunday or legal  holiday,  shall extend to 5:00 P.M. of the next
full business day.

     18.  NOTICES.  Whenever  notice is required or permitted under the terms of
this Agreement,  it shall be in writing and (a) personally delivered or (b) sent
postage or delivery charges prepaid either (i) by United States mail, certified,
return receipt  requested,  in which case notice shall be deemed to occur on the
certified  date of delivery or rejection  of delivery or (ii) by any  recognized
express  delivery  service which  provides  evidence of delivery,  in which case
notice shall be deemed to occur on the date of  delivery,  or (iii) by facsimile
transmission during normal business hours on a business day evidenced by written
confirmation  that the transmission was received  [provided that such telecopier
notice is also promptly followed by one of the procedures set forth in (i), (ii)
or (iii), in which case notice shall be deemed to occur on the date of facsimile
transmission].

                                       13
<PAGE>

         All notices or other  communications  provided  for herein  shall be in
writing  and shall be  delivered  in  accordance  with the  terms  hereof to the
parties at the following addresses:

         If to the Seller:                  Hunter Garrett, CCIM, SICR
         -----------------                  NAI Earle Furman, LLC
                                            101 E. Washington Street
                                            Suite 400
                                            Greenville, SC 29601

         If to the Purchaser:               W.C. "Chip" Lyerly, III
         --------------------               First South Bank
                                            1333 Main Street, Suite 220
                                            Columbia, SC 29211-1509

         If to Purchaser:                   Laurens C. Nicholson, CCIM, SIOR
         ----------------                   NAI Earle Furman, LLC
                                            101 E. Washington Street
                                            Suite 400
                                            Greenville, SC 29601

         If to the Escrow Agent:            NAI Earle Furman, LLC
         -----------------------            101 E. Washington Street
                                            Suite 400
                                            Greenville, SC 29601
                                            Telephone:  (864) 232-9040
                                            Fax:  (864) 235-4300

         Legal  counsel for a party may provide or deliver a notice on behalf of
such party. Any party wishing to change its address or the name of the person to
whom  notices  should  be  delivered  from  that set  forth  above  may do so in
accordance with the notice provisions set forth in this Section.

     19. MARKETING OF PROPERTY.  As long as this Agreement is in effect,  Seller
shall not market the Property for sale or enter into any "back-up"  contract for
the sale of the Property or any portion thereof.

     20. MISCELLANEOUS PROVISIONS.

     (a)  Time for Acceptance. If this Agreement is not executed by Seller and a
          fully executed original thereof returned to the Purchaser on or before
          the 24th day of November,  2006 the terms of this  Agreement  shall be
          null and void, at the Purchaser's  option,  upon written notice to the
          Seller.

     (b)  Counterparts.  Any number of  counterparts  of this  Agreement  may be
          signed and  delivered,  each of which shall be  considered an original
          and  all of  which,  together,  shall  constitute  one  and  the  same
          instrument.

                                       14
<PAGE>

     (c)  Choice of Law.  This  Agreement  is to be governed  by,  enforced  and
          construed in accordance with the laws of the State of South Carolina.

     (d)  Assignment.  The Agreement is not assignable by Purchaser  without the
          express  written  consent of Seller  which  shall not be  unreasonably
          withheld, conditioned or delayed.

     (e)  Successors  and Assigns.  This  Agreement  and the terms,  provisions,
          agreements,  covenants,  conditions,  warranties  and  representations
          contained herein,  shall be binding upon, and inure to the benefit of,
          the parties hereto,  their respective  heirs,  legal  representatives,
          successors and assigns..  This Agreement including the Exhibits hereto
          contains  the  entire  agreement  between  Seller and  Purchaser  with
          respect to the subject  matter hereof and cannot be varied or modified
          except by  written  instrument  signed  by both  parties  hereto.  The
          parties  further  agree  that  there  are no  other  written  or  oral
          agreements, understandings,  representations, or warranties which have
          not been expressly set forth herein.

     (f)  Waiver. No waiver hereunder of any condition or breach shall be deemed
          to be a continuing waiver or a waiver of a subsequent breach.

     (g)  Headings.  Headings used hereunder are for convenience only and do not
          constitute a substantive part of this Agreement, nor limit the matters
          set forth under any heading reference.

     (h)  Survival of Agreement.  The warranties and representations made herein
          shall survive the Closing hereof and shall not merge with the delivery
          of the deed for the Property and all related documents.

     (i)  Invalid Provisions.  In the event anyone or more provisions  contained
          in this Agreement  shall be invalid,  illegal or  unenforceable,  such
          invalidity,  illegality or unenforceability shall not affect the other
          provisions of this Agreement.

     (j)  Interpretation  Presumption.  The parties represent and warrant to one
          another that each has, by counselor otherwise,  actively  participated
          in the  finalization of this Agreement,  and in the event of a dispute
          concerning the  interpretation  of this  Agreement,  each party hereby
          waives the doctrine that an ambiguity  should be  interpreted  against
          the party which has drafted the document.

     21.  DISCLOSURE.  Seller is aware and understands that Laurens C. Nicholson
is a South Carolina  licensed real estate broker (but not Seller's  agent),  and
represents the Purchaser in this transaction.  Furthermore  Seller, by execution
hereof gives its informed  consent for Laurens C.  Nicholson's  involvement as a
designated agent.



                                       15
<PAGE>

IN TESTIMONY WHEREOF, witness the signatures of the parties hereto.

In the presence of:


WITNESSES:                            PURCHASER:  First South Bank


s/                                    s/
-----------------------------         ------------------------------------------

s/                                    Print Name: W. C. Lyerly, III
-----------------------------                     ------------------------------

                                      Date of Execution: 11/21/06
                                                        ------------------------



WITNESSES:                            SELLER:  Church at Hampton, LLC c/o
                                      Charles B. Stone


s/                                    s/
-----------------------------         ------------------------------------------

s/                                    Print Name: Charles B. Stone
-----------------------------                     ------------------------------

                                      Date of Execution: 11/22/06
                                                         -----------------------









THIS IS A LEGALLY BINDING CONTRACT, IF NOT COMPLETELY  UNDERSTOOD,  WE RECOMMEND
YOU SEEK COMPETENT ADVICE FROM YOUR ATTORNEY.

                              [Attachments Omitted]



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