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                                                                    EXHIBIT 10.1


STATE OF GEORGIA        )
                        )
COUNTY OF CHATHAM       )


                                 LEASE AGREEMENT

         This Lease is made as of this 12th day of February, 2001, by and
between Southpoint Building, LLC, ("Landlord"), AND C&S Bancorporation, Inc.,
("Tenant").

                                   WITNESSETH:

         For and in consideration of the mutual covenants and agreements
contained herein, the parties hereby agree as follows:

1.       CERTAIN DEFINITIONS (as used in this Lease):,

(a)      "Property" or "Building" shall mean that certain property, located at
         and being more commonly known as Southpoint, Savannah Chatham, Georgia.

(b)      "Premises" shall mean those certain premises being Building B, Suite
         101B, 401 Mall Boulevard, Savannah, Georgia.

(c)      "Lease Term" shall mean and include the initial period of this Lease as
         set forth in section 2 hereunder.

2.       LEASE AND TERM:

(a)      Lease Term: Landlord, for and in consideration of rents to be paid and
         the covenants to be performed by Tenant, does hereby rent and lease the
         Premises to Tenant for a period beginning February 12, 2001 and ending
         August 31, 2001. Beginning September 1, 2001, lease to be on a
         month-to-month basis with either party giving thirty day written notice
         to vacate.

3.       RENT:

(a)      Tenant shall pay without demand, deduction, or set-off, rent for the
         Premises in the amount of Two Thousand One Hundred and Sixty-Seven
         Dollars ($2,167.00) payable in advance, on the first (lst) day of each
         calendar month.

(b)      Place of Payment: The rental provided for herein shall be paid to
         Landlord, in lawful money of the United States of America, at Post
         Office Box 8807, Savannah, Georgia 31412, or at such other address or
         to such other person as Landlord may from time to time designate in
         writing.
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4.       USE OF PREMISES:

Tenant shall have the right to use the Premises for general office space and for
no other purpose; provided, however that Tenant shall at its own cost and
expense, procure each and every permit, license, certificate, or other
authorization or any renewals, extensions or continuances of the same required
in connection with the lawful and proper use of the Premises. Neither the
failure on the part of the Tenant to procure such permit, license, certificate
or other authorization nor the revocation of the same shall in any way affect
the liability of Tenant for the payment of rent or the performance or observance
of any of the covenants or conditions herein contained on the Tenant's part to
be performed and observed.

Tenant shall not do or permit anything to be done about the Premises nor bring
or keep anything therein which will in any way violate any applicable law, rule,
ordinance, or regulation of any governmental body, or which will cause a
cancellation of any insurance policy required by this Lease or make it
impossible to obtain such insurance from an insurance company of sound
reputation and financial standing. If, as a result of or in connection with
Tenant's use of the Premises, (notwithstanding that such use may have been
permitted or consented to by Landlord) the fire insurance rate shall be higher
than that rate which would be applicable to the original use: of the Premises
Tenant shall pay Landlord such portion of the premium for fire insurance
policies in force and, effect with respect to the aforesaid properties as shall
be attributable to its use of the Premises. If Tenant believes any such
escalation request to be unreasonable, Tenant shall have the right to procure
more favorable rates for Landlord to be underwritten by a comparable insurance
company licensed to do business in the state of Georgia.

5.       CONDITION AND MAINTENANCE OF PREMISES:

(a)      Condition of Premises: Landlord has made no representations or
         warranties with respect to the Premises and no rights, easements or
         licenses are acquired by Tenant by implication or otherwise except as
         may herein be expressly set forth. Landlord expressly warrants that, as
         of the date of execution of this Lease, there is no fire code violation
         with respect to the Building and there is no violation of any building
         or zoning ordinance. Tenant accepts property as is.

(b)      Acceptance by Tenant: Tenant does hereby represent and warrant to
         Landlord that Tenant is fully acquainted with the nature and conditions
         of the Premises. Tenant hereby represents and warrants to Landlord that
         the Premises are suitable and adequate in all respects for any and all
         activities and uses which Tenant may elect to conduct thereon at any
         time during the term hereof.

(c)      Maintenance and Repairs: Landlord shall be responsible for maintaining
         and repairing the HVAC, roof, exterior walls, gutters and water spouts,
         plumbing (excluding stoppages due to improper use), replacement of
         light bulbs, and electrical systems of the Premises and shall keep the
         same in good condition and repair. Landlord shall be under no
         obligation to perform any such maintenance or make any such repairs
         unless Tenant shall first have made a demand for same. Any maintenance
         or repair for which Landlord is obligated to


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         perform or make shall be commenced at the earliest practicable time
         (not to exceed thirty (30) days from the date of Tenant's demand) and
         diligently pursued to completion. Tenant shall be responsible for the
         cost of any of the foregoing if such repairs or maintenance were caused
         or occasioned by any act or omission of Tenant.

         Tenant shall be responsible for all other forms of maintenance of or
         repair to the Premises, including without limitation, interior
         painting, carpeting, or plate glass replacement. Tenant shall cause the
         same to be maintained in good condition throughout the Term. No
         alterations shall be made by the Tenant which affects the structure of
         the Premises without the prior written consent of the Landlord, which
         consent shall not be unreasonably withheld.

(d)      Tenant's Obligations: Tenant shall at all times maintain the Premises,
         including but not limited to the interior of the building, and
         improvements in general, in good repair and tenantable condition.
         Tenant is responsible for the disposal of trash created by its
         occupancy and operations in the Premises and that which may accumulate
         through its related activities in the area adjacent to the Premises.
         Trash shall not be allowed to accumulate but shall be disposed of
         within a reasonable time by Tenant. In discharging its duty of
         maintenance and care throughout the term of the lease, Tenant shall see
         that the Premises and all improvements thereon are kept free from waste
         or nuisance. Should Tenant neglect reasonably to perform any of its
         obligations as set forth in this subparagraph at all times throughout
         the term of the Lease, Landlord shall have the right (but not the
         obligation) to cause any such obligation to be accomplished, and all
         costs reasonably incurred in connection therewith shall be repaid by
         Tenant to Landlord as additional rent, due on the next rental
         installment date.

(e)      Right of Inspection: Tenant shall permit Landlord and his agents to
         enter into and upon the Lease Premises at all reasonable times upon
         reasonable notice for the following purposes: (i) for the purpose of
         inspecting or maintaining the same; (ii) for the purpose of making
         repairs, alterations or additions to the Premises, including the
         erection and maintenance of such scaffolding, canopies, fences and
         props as may be required; and (iii) for the purpose of placing upon the
         Premises any usual or ordinary "For Sale" signs, and without any
         liability to Tenant for any loss of occupation or quiet enjoyment of
         the Premises thereby occasioned. If Tenant shall not be personally
         present to open and permit an entry into the Premises, when for any
         reason on entry therein shall be necessary or permissible hereunder,
         Landlord or its agents may forcibly enter, in the case of emergency
         without rendering Landlord or its agents liable to any claim or cause
         of action for damages by reason thereof, except where Landlord has been
         negligent and without in any measure affecting Tenant's obligations
         hereunder. Tenant shall permit Landlord, at any time within one (1)
         month prior to the expiration of this Lease, to place upon the Premises
         any usual or ordinary "To Let" or "To Lease" signs.

(f)      Tenant's Surrender: On the last day of the term hereof, or on any
         sooner termination, Tenant shall surrender the Premises to Landlord in
         the same condition as when received, broom clean, ordinary wear and
         tear excepted. Tenant shall repair any damage to the


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         Premises occasioned by the removal of its trade fixtures, furnishings,
         and equipment, prior to the expiration or sooner termination of this
         Lease. All interior improvements made by Landlord shall remain the
         property of Landlord and shall not be removed by Tenant.

6.       ALTERATIONS AND IMPROVEMENTS:

(a)      Tenant's Expense: Tenant may, from time to time, at its sole cost and
         expense, make such alterations, restorations, changes, replacements, or
         installations, structural or non-structural (hereinafter collectively
         called "Alterations") in, of, or to the Premises as Tenant deems
         necessary or desirable for its use of the Premises' provided, however,
         that no structural Alteration shall be undertaken by Tenant unless
         Tenant shall have received Landlord's prior written approval of plans
         and specifications prepared by a registered architect of the proposed
         structural Alterations, which approval shall not be withheld or delayed
         unless Landlord shall determine in good faith that such proposed
         Alterations will adversely affect the fair market value of the Premises
         or be detrimental to the structural soundness of the Premises. Tenant,
         in making any Alterations, shall use materials equal to or better than
         those used in the construction of the Premises and shall comply with
         all applicable laws, orders and regulations of federal, state, county
         and municipal authorities. Tenant shall obtain or cause to be obtained
         all building permits, licenses, temporary and permanent certificates or
         occupancy and other governmental approvals which may be required in
         connection with the making of Alterations. Landlord shall cooperate
         with Tenant in obtaining governmental permits, approvals and
         certificates and shall execute any documents required in furtherance of
         such purpose. All Alterations and improvements (other than trade
         fixtures), once attached to the Premises, shall not be removed by
         Tenant, except that any Alterations or Improvements made by Tenant
         which are removable without damage to the Premises shall remain the
         property of Tenant.

(b)      Insurance: Tenant shall obtain, at its sole expense, a policy of
         insurance insuring Tenant, Landlord and any other person designated by
         Landlord against any and all liability for injury to or death of a
         person or persons and for damage to property occasioned by or arising
         out of any construction work being done on the Premises. Such insurance
         shall provide for liability limits as set forth in Section 8 herein.

7.       TAXES:

(a)      Personal Property Taxes: During the Term of this Lease, Tenant shall
         pay all taxes levied upon any trade fixtures, furnishings, equipment
         and all other personal property of Tenant contained in the Premises,
         and shall pay all taxes attributable to any leasehold improvements
         which may be made to the Premises by Tenant. When possible, Tenant
         shall cause said trade fixtures, furnishings, equipment, personal
         property and leasehold improvements to be separately assessed. If,
         however, any or all of same shall be assessed and taxed with Landlord's
         real property, Tenant shall pay to Landlord such taxes as are
         attributable to Tenant's trade fixtures, furnishings, equipment,
         personal property and


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         leasehold improvements within ten (10) days after receipt of notice
         from Landlord advising Tenant of the taxes applicable to Tenant's
         property.

(b)      Additional Taxes: If at any time during the term of this Lease there
         shall be assessed or imposed a license fee, tax or assessment measured
         by the rent payable under this Lease, then all such taxes, assessments
         or fees shall be the obligation of Tenant. Tenant shall pay and
         discharge the same as it would the imposition of personal property
         taxes under this section.

8.       INDEMNITY AND INSURANCE:

(a)      Public Liability Insurance: Tenant shall keep or cause to be kept
         public liability insurance to afford protection against any and all
         claims for damages which may be made by any person or persons alleging
         injury or damage in, on, or about the Premises, including any street,
         sidewalk, or land abutting the Premises. Such insurance shall provide
         for liability limits of not less than $1,000,000.00 for injury or death
         to any number of persons in any one occurrence and $100,000.00 for
         damage to property in any one occurrence. Such policy shall name
         Landlord as an additional insured.

(b)      Insurance in Tenant's Fixtures: Tenant shall procure insurance against
         loss or damage in an amount not less than the full replacement cost of
         (i) Tenant's fixtures, equipment and merchandise which may be from time
         to time located in the Building; and (ii) trade fixtures and equipment
         of others which are in Tenant's possession and which are located within
         the Building; and (iii) the contents of the Building. Such policy shall
         name Landlord as an additional insured. As long as this Lease is in
         effect, the proceeds from any such policy shall be used only for the
         repair or replacement of said fixtures, equipment and merchandise.

(c)      Workmen's Compensation Insurance: Tenant shall procure Workmen's
         Compensation Insurance for all employees of Tenant engaged on or with
         respect to the Premises as required by the laws of the State of
         Georgia. Such policy shall name Landlord as an additional insured.

(d)      Notice of Cancellation: Each such policy or certificate shall bear an
         endorsement to the effect that notice of intention of cancellation
         thereof shall be given to Landlord at least ten (10) days prior to the
         effective date of any such cancellation.

(e)      No Forfeiture Provision: Each such policy or certificate shall to the
         extent obtainable contain a provision that no act or omission of Tenant
         which would otherwise result in forfeiture or reduction of the
         insurance therein provided shall effect or limit the obligation of the
         insurance company to pay the amount of any loss sustained.

(f)      Proof of Coverage: upon the execution of this Lease and thereafter not
         less than thirty (30) days prior to the expiration date of each
         required policy, Tenant shall deliver to Landlord a certified copy of
         each such policy (or with the consent of Landlord, in the case


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         of liability insurance, a certificate of the insurer reasonably
         satisfactory to Landlord) bearing a notation evidencing the payment of
         the premium or accompanied by other evidence reasonably satisfactory to
         Landlord of such payment.

(g)      List of Insurance Policies: Tenant shall furnish Landlord annually, or
         more often if Landlord shall so request, a certificate signed by an
         authorized officer of Tenant containing a detailed list of the
         insurance policies then outstanding and in force on the Premises and
         stating that such insurance complies with the requirements of this
         Article.

(h)      Tenant's Default: Tenant covenants to pay all premiums with respect to
         all such insurance as the same falls due. Should Tenant fail to keep in
         effect, maintain or renew any insurance provided for in this Article or
         to pay the premium therefore, or to deliver to Landlord any of such
         policies or certificates required by this Article, Landlord at its
         option, but without obligation to do so, may procure such insurance and
         charge Tenant with the cost and premiums therefore.

(i)      Indemnification: Tenant does hereby agree to protect, indemnify,
         defend, save and hold Landlord harmless from and against any and all
         liability for damages to person or property arising out of or in any
         way related to Tenant's use of the Premises, or Tenant's failure to
         keep and maintain the Premises, or Tenant's non-observance of any law,
         ordinance or regulation applicable to the Leased Premises. The
         foregoing shall be absolute and shall not be impaired or dismissed by
         any obligation to maintain insurance under this Lease Agreement. This
         Section shall not inure to the benefit any insurer or underwriter of
         any policy required hereunder.

9.       UTILITIES AND SERVICES:

(a)      Landlord shall pay all charges for cooling, heat, and electric current,
         used in or on the Premises, up to $1.50 per square foot of the occupied
         Premises on an annualized basis. Tenant shall reimburse Landlord, as
         billed, for all charges which exceed these maximum amounts.

10.      DAMAGE OR DESTRUCTION:

         In the event that the Premises are damaged or destroyed by fire, storm
         or other casualty so that fifty percent (50%) or more of the Premises
         shall be rendered untenantable or unusable, payments of Rent may be
         discontinued, at the option of the Tenant, until the Premises may be
         rebuilt or restored to their former condition. The determination
         whether the Premises shall be rebuilt or restored shall rest solely
         with the Landlord, which determination Landlord shall make as soon as
         practicable but in no event later than ninety (90) days following the
         date of occurrence that renders such portion of the Premises
         untenantable or unusable.

         Should Landlord decide not to rebuild or restore, then this Lease shall
         terminate and neither party shall be further obligated to the other
         except that Tenant shall be responsible


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         to pay Landlord all Rent for the current Lease Year owed to Landlord up
         to the date of such termination, plus such amount or amounts as may be
         owed to Landlord on termination, for which Tenant is responsible under
         any provision of this Lease, including without limitation, unpaid rent
         attributable to any prior period. Should Landlord decide to rebuild or
         restore, then any such rebuilding or restoration shall be commenced as
         quickly as possible and diligently pursued to completion.

         In the event that the Premises are damaged or destroyed by fire, storm
         or other casualty so that less than fifty percent (50%) of the Premises
         shall be rendered untenantable or unusable, then payment of Rent may be
         reduced, at the option of Tenant, in the same proportion as the number
         of square feet of the Premises which is untenantable or unusable bears
         to the total number of square feet of Premises which existed prior to
         the loss or destruction. If less than fifty percent (50%) of the
         Premises is damaged or destroyed, Landlord shall rebuild or restore the
         Premises to its former condition, unless the portion of the Premises
         untenantable or unusable occurs during the last Lease term of the
         Lease.

11.      CONDEMNATION:

(a)      Complete Taking: If at any time during the Term, title to the entire
         Premises should become vested in a public or quasi-public authority by
         virtue of the exercise of a taking by condemnation or the right of
         eminent domain, or by voluntary transfer from Landlord under threat of
         such taking, or in the event that title to a portion of the Premises
         should be so taken or transferred rendering continued use by Tenant
         commercially impossible, then this Lease shall terminate as of the time
         of vesting of title, after which neither party. shall be further
         obligated to the other except that Tenant shall be responsible to pay
         Landlord all rent for the current Lease Year owed to landlord up to the
         date of such termination, plus such amount or amounts as may be owed to
         Landlord on account of any matter, event or occurrence, antedating such
         termination, for which Tenant is responsible under any provision of
         this Lease, including without limitation, unpaid rent attributable to
         any prior period.

(b)      Partial Taking: In the event of a partial taking or transfer in lieu
         thereof involving fifty percent (50%) or more of the Premises, Tenant
         shall have the option to terminate this Lease, and if exercised,
         neither party shall be further obligated to the other, except that
         Tenant shall be responsible to pay Landlord rent for the current Lease
         Year owed to Landlord up to the date of such partial taking or transfer
         in lieu thereof, plus such amount or amounts as may be owed to Landlord
         on account of any matter, event or occurrence, antedating such partial
         taking or transfer in lieu thereof for which Tenant is responsible
         under any provision of this Lease, including without limitation, unpaid
         rent attributable to any prior period.

         In the event of a partial taking or transfer in lieu thereof of less
         than fifty percent (50%) of the Premises, payments of rent may be
         reduced, at the option of Tenant, in the same proportion as the number
         of square feet of the Premises taken or transferred bears to the


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         total number of square feet of the Premises prior to the taking or
         transfer in lieu thereof. In all other respects this Lease shall be
         unaffected.

(c)      Condemnation Award: In the event of any such taking or transfer in lieu
         thereof, whether for the entire Premises or a portion thereof, it is
         expressly agreed and understood that all sums awarded, allowed or
         received in connection with the loss of fee simple title to the
         Premises or a portion thereof shall belong to Landlord, and Tenant
         shall have no claim thereto or interest therein. Provided, however, the
         foregoing shall not prevent Tenant from seeking compensation in its own
         name and behalf for the loss of its right to use and occupy the
         Premises under this Lease.

12.      SUBLETTING AND ASSIGNMENT:

         Tenant shall not assign this Lease or any interest therein, either
         voluntarily or by operation of law, and shall not sublet the Premises
         or any part thereof, without the prior written consent of Landlord,
         which consent will not be unreasonably withheld. In the event of
         assignment, Tenant shall remain responsible for the performance of all
         obligations of any subsequent tenant pursuant to this Lease. Any such
         assignment, or subletting, without such written consent first had and
         obtained, shall be void, and shall, at the option of Landlord,
         terminate this lease.

13.      DEFAULT:

(a)      Events of Default: The occurrence of any of the following shall
         constitute a material default and breach of the Lease ("Event of
         Default") by Tenant:

(i)      Any failure by Tenant to pay the basic rental or any other payment
         required to be made by the Tenant hereunder when due, or

(ii)     The abandonment or vacating, in whole or in part, of the Premises by
         Tenant, or

(iii)    Failure to discharge any lien filed against the Premises on Tenant's
         account which failure shall continue uncured for thirty (30) days after
         Tenant's actual notice of its filing, or

(iv)     A failure by Tenant to observe and perform any other provision of this
         Lease to be observed or performed by Tenant, which failure shall
         continue for twenty (20) days after written notice thereof by Landlord
         to Tenant- provided, however, that if the nature of such default is
         such that the same cannot reasonably be cured within such 20-day
         period, Tenant shall not be deemed to be in default if Tenant shall
         within such period commence such cure and thereafter diligently
         prosecute the same to completion, or

(v)      The making by Tenant of any general assignment for the benefit of
         creditors; the filing by or against Tenant or any guarantor of Tenant
         of a petition to have Tenant or any guarantor of Tenant adjudged a
         bankruptor of a petition for reorganization or arrangement under any
         law relating to bankruptcy (unless, in the case of a petition filed
         against Tenant or


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         any guarantor, the same is dismissed within sixty (60) days) the
         appointment of a trustee or receiver to take possession of
         substantially all of Tenants' assets located at the Premises or of
         Tenant's interest in this Lease, where such seizure is not discharged
         within thirty (30) days.

(b)      Remedy upon Default: Upon the occurrence of any event of default,
         Landlord may exercise any one or more of the following remedies, it
         being agreed that pursuit of any other remedy or remedies herein
         provided or provided by law, and that any of such remedies may be
         pursued regardless of whether or not the default continues to exist and
         whether or not Landlord accepts or has accepted Rent subsequent to the
         occurrence of such default; (1) Terminate this Lease by giving notice
         to Tenant, in which event Tenant shall immediately surrender possession
         of the Premises and repossess itself thereof. Landlord may use such
         force as may be necessary, without being guilty of trespass, forcible
         entry, detainer or other tort. Tenant shall have, subject to any claims
         of Landlord, thirty (30) days thereafter to remove any personal
         property belonging to Tenant which remains on the Premises, and
         thereafter, all such personal property remaining on the Premises shall
         become the property of Landlord; or (2) with or without terminating
         this Lease, and without notice to Tenant, enter upon the Premises or
         any part thereof, change the locks and relet the Premises, without
         advertisement, by private negotiations, and for any term and rental
         rate which Landlord in its sole discretion determines. Tenant shall be
         liable to Landlord for all rent due hereunder and for all of Landlord's
         reasonable costs and expenses, including attorney's fees and real
         estate commissions in connection with any reletting, and all costs
         needed to bring the Premises into similar condition as existed at the
         time this Lease was executed, normal wear and tear excepted. Upon each
         such reletting, all rentals received by Landlord from such reletting
         shall be applied or attributed firstly to the payments of any
         indebtedness other than Rent due hereunder; secondly, to the payment of
         any brokerage fees and attorneys' fees and of the costs of any repairs
         for which Tenant is responsible; and thirdly to the payment of Rent due
         and unpaid hereunder; and the residue, if any, shall be held by
         Landlord and applied in payment of future Rent as the same may come due
         and payable hereunder. If, during any month hereunder, the net amount
         of reletting rentals received which are attributed to Rent due from
         Tenant hereunder shall be less than the total amount of the Rent
         required-to be paid by Tenant during that month, then Tenant shall pay
         any such deficiency to Landlord, such deficiency to be calculated and
         paid monthly. No such reentry or taking of possession of the Premises
         by Landlord shall be construed as an election on its part to terminate
         this Lease for such previous breach if not by that time cured; or (3)
         Landlord may, at his option and not withstanding any other provisions
         or remedies available to Landlord herein, terminate the Lease Agreement
         and receive as liquidated damages from Tenant the present cash value of
         all remaining monies owed to Landlord for the term of the Lease
         Agreement; or (4) pursue any and all other rights and remedies
         available at law or in equity.


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14.      TENANT'S BANKRUPTCY

         In addition to Landlord's remedies under Paragraph 14, Landlord may, at
         its sole discretion and without further notice, invoke the following
         provisions-

(a)      Upon Tenant's bankruptcy, this Lease and all rights of Tenant hereunder
         shall automatically terminate with the same force and effect as if the
         date of such event were the date stated herein for the expiration of
         the Term, and Tenant shall vacate and surrender the Premises, but shall
         remain liable as herein provided. Landlord reserves any and all
         remedies; provided herein or at law or in equity.

(b)      If this Lease is not terminated in accordance with subsection 15(a)
         above because such termination is not allowed under the Bankruptcy
         Code, upon the filing of a petition by or against Tenant under the
         Bankruptcy Code, Tenant, as Debtor or Debtor in Possession, or any
         trustee who may be appointed, agree: (1) to perform promptly each and
         every obligation of Tenant under this Lease until such time as it is
         assumed or rejected by operation of law; (2) to pay monthly in advance
         on the first day of the month as reasonable compensation for the use
         and occupancy of the premises an amount equal to the monthly Rent, (3)
         to reject or assume this Lease within sixty (60) days of the filing of
         a petition under Chapter 7 of the Bankruptcy Code or within thirty (30)
         days of the filing under any other Chapter; (4) to give Landlord thirty
         (30) days written notice of any proceeding relating to the assumption
         or rejection of this Lease, or any abandonment of the Premises by
         Tenant, such abandonment to be deemed conclusively a rejection of the
         Lease; (5) to be deemed to have and (6) to have consented to the entry
         of any order by the appropriate United States Bankruptcy Court
         providing all of the above, waiving notice and hearing of the entry of
         same.

15.      RULES AND REGULATIONS:

         Tenant's use of the Leased Premises shall be subject, at all times
         during the term of this Lease, to Landlord's right to adopt from time
         to time, modify, and/or rescind reasonable rules and regulations not in
         conflict with any of the express provisions hereof governing the use of
         the signs, exteriors or buildings, lighting and other matters affecting
         other tenants in and the general management and appearance of the
         building of which the Leased Premises are a part, but no such rule or
         regulation shall discriminate against Tenant. Tenant agrees to comply
         with all such rules and regulations upon Notice to Tenant from
         Landlord. Tenant expressly agrees as follows:

(a)      No radio or television aerial or other similar devise shall be erected
         on the roof or exterior walls of the Leased Premises or the building in
         which the Leased Premises are located without first obtaining in such
         instance the Landlord's consent in writing. Any aerial so installed
         without such written consent shall be subject to removal at Tenant's
         expense without notice at any time. Tenant shall bear full
         responsibility for the proper installation and maintenance of said
         aerial, and shall be liable to Landlord for any costs associated


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         with correcting or repairing any damage to the Premises which is
         attributable to the use, installation, or maintenance of the aerial.

(b)      Tenant shall keep the inside of the Leased Premises at a temperature
         sufficiently high to prevent freezing of water in pipes and fixtures
         inside the Leased Premises, and shall be responsible for the cost of
         repairs for any damage caused by Tenant's failure to abide by this
         rule.

(c)      The plumbing facilities shall not be used for any other purpose other
         than that for which they are constructed, and no foreign substance of
         any kind shall be thrown therein, and the expense of any breakage,
         stoppage, or damage resulting from a violation of this provision shall
         be borne by Tenant.

(d)      Tenant shall keep and maintain the Leased Premises (including, without
         limitation, exterior and interior portions of all windows, doors and
         all other glass) in a neat and clean condition and in accordance with
         the general character of the building.

(e)      Tenant shall pay before delinquency all license or permit fees and
         charges of a similar nature for the conduct by Tenant, or for
         concessionaire, or any business or undertaking authorized herein to be
         conducted in the Leased Premises.

(f)      Tenant shall not perform any act or carry on any practice which may
         damage, mar or deface the Leased Premises or any other part of the
         building.

(g)      Tenant shall not place a load on any floor in the interior delivery
         system, if any, or in the Leased Premises, or in any area of the
         building, except the floor are foot which such floor was designed to
         carry or install, operate or maintain therein any heavy item equipment
         except in such manner as to achieve a proper distribution of weight.

(h)      Tenant shall not install, operate or maintain in the Lease or in any
         other area of the building, any electrical equipment which does not
         bear underwriters' approval, or which would overload the electrical
         system, or any part thereof, beyond its capacity for proper and safe
         operation as determined by Landlord.

(i)      Tenant shall not suffer, allow or permit vibration, noise, light, odor
         or other effect to emanate from the Leased Premises, or any machine or
         other installation therein, or otherwise suffer, allow or permit the
         same to constitute a nuisance or otherwise interfere with the safety,
         comfort or convenience of Landlord or any of the other occupants of the
         building or their customers, agents or invitees or any others lawfully
         in or upon the building. Upon notice by Landlord to Tenant that any of
         the aforesaid is occurring, Tenant agrees to forthwith remove or
         control the same.


                                       11
<PAGE>   12

16.      FORCE MAJEURE:

         If either party hereto shall be delayed or hindered in or prevented
         from the performance of any act required hereunder by reason of
         strikes, lockouts, labor trouble, inability to procure material,
         failure of power, restrictive governmental laws or regulations, riots,
         insurrection, war or other reason of a like nature not the fault of the
         party delayed in performing work or doing acts required under this
         Lease, the period of the performance of any such act shall be extended
         for a period equivalent to the period of such delay. Notwithstanding
         the foregoing, the provisions of this section shall at no time operate
         to excuse Tenant from any obligation for payment of rent, or any other
         payments required by the terms of the Lease when the same are due, and
         all such amounts shall be paid when due.


                                       12
<PAGE>   13

17.      SUCCESSORS AND ASSIGNS:

         The terms and conditions herein contained shall inure to the benefit of
         and be binding upon Landlord and Tenant, and their respective heirs,
         successors, executors, administrators, and assigns.

18.      NOTICES:

         All communications, notices, and demands of any kind required under
         this Lease, shall be made in writing and sent by registered or
         certified mail, return receipt requested, to the following addresses:

<TABLE>
         <S>                   <C>                                                 <C>
         to Landlord:          Southpoint Building, LLC                   and      Southpoint Building, LLC
                               Post Office Box 8807                                Attn.: Anthony S. Eichholz
                               Savannah, Georgia 31412                             318 East Bay Street
                                                                                   Savannah, Georgia 31401

         to Tenant:            C&S Bancorporation, Inc.
                               Attn.: Brian R. Foster, President
                               401 Mail Boulevard Suite 101B
                               Savannah, Georgia 31406
</TABLE>

         Either party may change its address by giving the other party written
notice of its new address as herein provided.

19.      SIGNS:

         Tenant shall have the right to erect a sign on the exterior of the
         Building, such sign to be securely attached and parallel to said
         exterior wall, provided, however, that any sign erected by Tenant shall
         be in keeping with the customary trade signs identifying the business
         of the Tenant. Tenant must receive Landlord's prior written approval of
         any signs to be placed on the exterior walls of the Building, which
         approval shall not unreasonably be withheld. The erection of any signs
         by Tenant shall be subject to and in conformance with all applicable
         laws, zoning ordinance, and building restrictions or covenants on
         record, and in no event shall any restriction of Landlord be more
         restrictive than the applicable laws and ordinances. On or before
         termination of this Lease, Tenant shall, with the prior written consent
         of the Landlord, remove any and all signage from Premises and Building
         and shall repair any damage or disfigurement, and close any holes,
         caused by such removal. Should Tenant fail to remove said signs within
         said period of time, Landlord may remove and dispose of said signs and
         Tenant shall be responsible to Landlord for the cost of removal and
         disposition of said signs.


                                       13
<PAGE>   14

20.      SUBORDINATION AND ATTORNMENT:

(a)      Tenant's rights hereunder shall be subject to any mortgage or deed to
         secure debt conveying the Premises which now exist or may hereafter be
         granted Landlord.

(b)      In the event Landlord shall hereafter assign his interest in the Lease
         as collateral security for a loan, Tenant agrees that it will, upon the
         request of Landlord, execute an adornment agreement with the Landlord's
         assignee, under which Tenant will recognize the assignee as Landlord in
         all respects, provided that the assignee shall agree in writing to
         recognize the validity of the Lease so long as Tenant is not in default
         hereunder.

21.      MODIFICATION AND WAIVER:

(a)      Modification: No modification of or amendment to this Lease shall be
         binding unless contained in a writing signed by both the Landlord and
         the Tenant.

(b)      Waiver: The failure by Landlord, whether once or more than once, to act
         upon a specific breach of any term, covenant or condition contained in
         this Lease shall not be deemed to be a waiver of such term, covenant or
         condition nor of any subsequent breach of the same or any other term,
         covenant or condition herein contained. Any subsequent acceptance of
         rent hereunder by Landlord shall not be deemed to be a waiver of any
         preceding breach by Tenant of any term, covenant or condition of this
         Lease other than the failure of Tenant timely to pay the particular
         rent so accepted, regardless of Landlord's knowledge of such preceding
         breach at the time of acceptance of such rent. No covenant, term or
         condition or the Lease shall be deemed to have been waived by Landlord
         unless such waiver shall be specifically expressed in writing by
         Landlord.

22.      ATTORNEY'S FEES:

         If either party commences an action against the other to enforce any of
         the terms hereof or because of the breach by either party of any of the
         terms hereof, the losing party shall pay to the prevailing party
         reasonable attorney's fees and expenses. If the action is to collect
         outstanding or delinquent rent or other amounts owed pursuant to the
         terms of the Lease, the losing party shall pay attorneys' fees in an
         amount equal to fifteen percent (15%) of the amount owed. The right to
         such attorneys fees and expenses shall be deemed to have accrued upon
         the commencement of such action and shall be enforceable whether or not
         such action is prosecuted to judgment.

23.      MISCELLANEOUS PROVISIONS:

(a)      Governing Law: This Lease is a Georgia contract and shall be construed
         and enforced in accordance with the laws of the State of Georgia.


                                       14
<PAGE>   15

(b)      Severability: If any provision of this Lease shall be declared invalid
         or unenforceable for any reason by a court of competent jurisdiction,
         the parties declare that it shall be severable, and that all remaining
         provisions of this Lease shall remain in full force and effect.

(c)      No Estate- This Lease does not convey to or create in the Tenant any
         interest or estate in the Premises, Tenant's sole rights with respect
         to the Premises being as set forth in this Lease.

(d)      Time of the Essence: Time is of the essence of this Lease.

(e)      Prior Agreements: This Lease defines the rights, duties and obligations
         of the parties with respect to the Premises and supersedes all prior
         agreements and understandings between the parties with respect to the
         Premises.

(f)      Quiet Enjoyment.- Landlord warrants that it has the full right and
         power to execute and perform this Lease and to grant unto Tenant the
         rights with regard to the Premises granted in this Lease to Tenant, and
         that the quiet and peaceable enjoyment of such right by Tenant, on
         payment of the Rent and performance of the covenants contained herein
         by Tenant, shall go and remain undisturbed by Landlord or anyone
         claiming by, through or under Landlord.

(g)      Recording of Lease: Landlord and Tenant agree that this Lease shall not
         be recorded; provided, however, upon the request of either party, the
         other party shall join in the execution of a Memorandum of the Lease
         for the purpose of recording same. The Memorandum shall describe the
         parties, the demised Premises, the term of the Lease and shall
         incorporate the Lease by reference.

(h)      Counterparts: This instrument may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

(i)      With ten (10) days after receipt, Landlord and Tenant shall advise the
         other party in writing, and provide the other with copies of (as
         applicable), any notices alleging violation of the Americans with
         Disabilities Act of 1990 ("ADA") relating to any portion of the
         Property or of the Premises; any claims made or threatened in writing
         regarding noncompliance with the ADA and relating to any portion of the
         Property or of the Premises; or any governmental or regulatory actions
         or investigations instituted or threatened regarding noncompliance with
         the ADA and relating to any portion of the Property or the Premises.


                                       15
<PAGE>   16

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease Agreement to be
duly executed as of the day and year first above written.


LANDLORD: SOUTHPOINT BUILDING, LLC by                    February 10, 2001
                                                         -----------------
                                                         Date


/s/ Sylvan M. Byck, Jr.                 (L.S.)
----------------------------------------
Sylvan M. Byck, Jr., Manager


/s/ Witness
----------------------------------------
Witness


TENANT: C&S BANCORPORATION, INC. by                      /s/ February 12, 2001
                                                         ---------------------
                                                         Date


/s/ Brian R. Foster                     (L.S.)
----------------------------------------
Brian R. Foster, President


/s/ Witness
----------------------------------------
Witness


                                       16