# AIA® Document A111 -1997

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Standard Form of
Agreement Between Owner and Contractorwhere the basis for payment is the
COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price

AGREEMENT made as of the Thirteenth
day of July in the year Two Thousand Six (In words, indicate day, month and year)

BETWEENthe Owner: (Name, address
and other information)

BankGreenville PO Box
6246 Greenville, SC 29606

and the Contractor:(Name, address and other information)

Cameron Construction Co., Inc.
PO Box 15120
Greenville, SC 29610

The Project is: (Name and
location)

BankGreenville499 Woodruff
RoadGreenville, SC

The Architect is: (Name, address and otherinformation)

Pazdan-Smith Group200 East Broad
Street Suite 300Greenville, SC 29601

The Owner and Contractor agree as
follows.

ADDITIONS AND DELETIONS: The author of this document: has
added information needed for its completion. The author may also have revised the text of
the original AIA standard form. An Additions and DeletionsReport that notes added
information as well as revisions to the standard form text is available from the author
and should be reviewed. A vertical line in the left margin of this document indicates
where the author has added necessary information and where the author has added to or
deleted from the original AIA text.

This document has important legal
consequences. Consultation with an attorney is encouraged with respect to its completion
or modification.

This document is not intended for use
in competitive bidding.

AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in
this document by reference. Do not use with other general conditions unless this document
is modified.

This document has been approved and
endorsed by the Associated General Contractors of America.

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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ARTICLE 1 THE CONTRACT
DOCUMENTSThe Contract Documents consist of
this Agreement, Conditions of the Contract (General, Supplementary and other Conditions),
Drawings, Specifications, Addenda issued prior to execution of this Agreement, other
documents listed in this Agreement and Modifications issued after execution of this
Agreement; these form the Contract, and are as fully a part of the Contract as if attached
to this Agreement or repeated herein. The Contract represents the entire and integrated
agreement between the parties hereto and supersedes prior negotiations, representations or
agreements, either written or oral. An enumeration of the Contract Documents, other than
Modifications, appears in Article 15. If anything in the other Contract Documents is
inconsistent with this Agreement, this Agreement shall govern.

ARTICLE 2 THE WORK OF
THIS CONTRACTThe Contractor shall folly execute
the Work described in the Contract Documents, except to the extent specifically indicated
in the Contract Documents to be the responsibility of others.

ARTICLES RELATIONSHIP OF
THE PARTIESThe Contractor accepts the
relationship of trust and confidence established by this Agreement and covenants with the
Owner to cooperate with the Architect and exercise the Contractors skill and
judgment in furthering the interests of the Owner; to furnish efficient business
administration and supervision; to furnish at all times an adequate supply of workers and
materials; and to perform the Work in an expeditious and economical manner consistent with
the Owners interests. The Owner agrees to furnish and approve, in a timely manner,
information required by the Contractor and to make payments to the Contractor in
accordance with the requirements of the Contract Documents.

# 

ARTICLE 4 DATE OF
COMMENCEMENT AND SUBSTANTIAL COMPLETION§4.1 The date of commencement
of the Work shall be the date of this Agreement unless a different date is stated below or
provision is made for the date to be fixed in a notice to proceed issued by the Owner.
(Insert the date of commencement, if it differs from the date of this Agreement or, if
applicable, state that the date will be fixed in a notice to proceed.)

May 15, 2006

If, prior to commencement of the
Work, the Owner requires time to file mortgages, mechanics liens and other security
interests, the Owners time requirement shall be as follows:

§4.2 The Contract Time shall be
measured from the date of commencement.

§4.3 The Contractor shall
achieve Substantial Completion of the entire Work not later than 260 days from the date of
commencement, or as follows: (Insert number of calendar days. Alternatively, a calendar
date may be used when coordinated with the date of commencement. Unless stated elsewhere
in the Contract Documents, insert any requirements for earlier Substantial Completion of
certain portions of the Work.)

|                | 
|--------------- | 
|Portion of Work | 
|                | 

, subject to adjustments of this
Contract Time as provided in the Contract Documents. (Insert provisions, if any, for
liquidated damages relating to failure to complete on time,or for bonus payments
for early completion of the Work.)

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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ARTICLE 5 BASIS FOR
PAYMENT§5.1 CONTRACT SUM § 5.1.1 The Owner shall pay the
Contractor the Contract Sum in current funds for the Contractors performance of the
Contract. The Contract Sum is the Cost of the Workas defined in Article 7 plus the
Contractors Fee.

§5.1.2 The
Contractors Fee is:(State a lump sum, percentage of
Cost of the Work or other provision for determining the Contractors Fee, and
describe the method of adjustment of the Contractors Fee for changes in the
Work.)

5% (Minimum of
$80,000.00)

§5.2 GUARANTEED
MAXIMUM PRICE § 5.2.1 The sum of the Cost of
the Work and the Contractors Fee is guaranteed by the Contractornot to
exceed One Million Six Hundred Forty-five Thousand One Hundred Sixty-four
Dollars and Zero Cents ($1,645,164.00), subject to additions and deductions by Change
Order as provided in the Contract Documents. Such maximum sum is referred to in the
Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed
Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the
Owner.(Insert specific provisions if the Contractor is to participate in any savings.)

75% Owner25% Contractor

§5.2.2The Guaranteed
Maximum Price is based on the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the Owner: (State the numbers or other
identification of accepted alternates. If decisions on other alternates are to be made by
the Ownersubsequent to the execution of this Agreement, attach a schedule of such
other alternates showing the amount for each and the date when the amount expires.)

§5.2.3 Unit prices, if any, are
as follows:

|            |  |      
|----------- |  | -----
|Description |  | Units

§5.2.4 Allowances, if any, are
as follows (Identify and state the amounts of any allowances, and state whether they
include labor, materials, or both.)

|Allowance                    | Amount ($ 0.00) | Included items
|---------------------------- | --------------- | --------------
|Finish Hardware              |                 | $15,000.00    
|Landscaping (Lump Sum)       |                 | $25,000.00    
|Signage (Lump Sum)           |                 | $10,000.00    
|Awning & Ornamental Brackets |                 | $25,000.00    

§5.2.5 Assumptions, if any, on
which the Guaranteed Maximum Price is based are as follows:

§5.2.6 To the extent that the
Drawings and Specifications are anticipated to require further development by the
Architect, the Contractor has provided in the Guaranteed Maximum Price for such further
development consistent with the Contract Documents and reasonably inferable therefrom.
Such further development does not include such things as changes in scope, systems, kinds
and quality of materials, finishes or equipment, all of which, if required, shall be
incorporated by Change Order.

ARTICLE 6  CHANGES IN THE WORK
§ 6.1 Adjustments to the
Guaranteed Maximum Price on account of changes in the Work may be determined by any of the
methods listed in Section 7.3.3 of AIA Document A201-I997.

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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§6.2 In calculating adjustments
to subcontracts (except those awarded with the Owners prior consent on the basis of
cost plus a fee), the terms cost and fee as used in Section
7.3.3.3 of AIA Document A201 -1997 and the terms costs and a reasonable
allowance for overhead and profit as used in Section 7.3.6 of AIA Document A201-1997
shall have the meanings assigned to them in AIA Document A201-1997 and shall not be
modified by Articles 5,7 and 8 of this Agreement. Adjustments to subcontracts awarded with
the Owners prior consent on the basis of cost plus a fee shall be calculated in
accordance with the terms of those subcontracts.

§6.3 In calculating adjustments
to the Guaranteed Maximum Price, the terms cost and costs as used
in the above-referenced provisions of AIA Document A201-1997 shall mean the Cost of the
Work as defined in Article 7 of this Agreement and the terms fee and a
reasonable allowance for overhead and profit shall mean the Contractors Fee as
defined in Section 5.1.2 of this Agreement.

§6.4 If no specific provision is
made in Section 5.1 for adjustment of the Contractors Fee in the case of changes in
the Work, or if the extent of such changes is such, in the aggregate, that application of
the adjustment provisions of Section 5.1 will cause substantial inequity to the Owner or
Contractor, the Contractors Fee shall be equitably adjusted on the basis of the Fee
established for the original Work, and the Guaranteed Maximum Price shall be adjusted
accordingly.

ARTICLE 7 COSTS TO BE
REIMBURSED§7.1 COST OF THE WORK The term Cost of the Work shall mean
costs necessarily incurred by the Contractor in the proper performance of the Work. Such
costs shall be at rates not higher than the standard paid at the place of the Project
except with prior consent of the Owner. The Cost of the Work shall include only the items
set forth in this Article 7.

§7.2 LABOR COSTS
§ 7.2.1 Wages of construction
workers directly employed by the Contractor to perform the construction of the Work at the
site or, with the Owners approval, at off-site workshops.

§7.2.2 Wages or salaries of the
Contractors supervisory and administrative personnel when stationed at the site with
the Owners approval.(If it is intended that the wages or salaries of certain
personnel stationed at the Contractors principal or other offices shall be included
in the Cost of the Work, identify in Article 14 the personnel to be included and whether
for all or only part of their time, and the rates at which their time will be charged to the Work.)

§7.2.3 Wages and salaries of
the Contractors supervisory or administrative personnel engaged, at factories,
workshops or on the road, in expediting the production or transportation of materials or
equipment required for the Work, but only for mat portion of their time required for the
Work.

§7.2.4 Costs paid or incurred
by the Contractor for taxes, insurance, contributions, assessments and benefits required
by law or collective bargaining agreements and, for personnel not covered by such
agreements, customary benefits such as sick leave, medical and health benefits, holidays,
vacations and pensions, provided such costs are based on wages and salaries included in
the Cost of ihe Work under Sections 7.2.1 through 7.2.3.

§7.3 SUBCONTRACT
COSTS § 7.3.1 Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

§7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
§ 7.4.1 Costs, including
transportation and storage, of materials and equipment incorporated or to be incorporated
in the completed construction.

§7.4.2 Costs of materials
described in the preceding Section 7.4.1 in excess of those actually installed to allow
for reasonable waste and spoilage. Unused excess materials, if any, shall become the
Owners property at the completion of the Work or, at the Owners option, shall
be sold by the Contractor. Any amounts realized from such sales shall be credited to the
Owner as a deduction from the Cost of the Work.

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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§7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
§ 7.5.1 Costs, including
transportation and storage, installation, maintenance, dismantling and removal of
materials, supplies, temporary facilities, machinery, equipment, and hand tools not
customarily owned by construction workers, that are provided by the Contractor at the site
and fully consumed in the performance of the Work; and cost (less salvage value) of such
items if not fully consumed, whether sold to others or retained by the Contractor. Cost
for items previously used by the Contractor shall mean fair market value.

§7.5.2 Rental charges for
temporary facilities, machinery, equipment, and hand tools not customarily owned by
construction workers that are provided by the Contractor at the site, whether rented from
the Contractor or others, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof. Rates and quantities of equipment rented
shall be subject to the Owners prior approval.

§7.5.3 Costs of removal of
debris from the site.

§ 7.5.4 Costs of document
reproductions, facsimile transmissions and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash expenses
of the site office.

§7.5.5 That portion of the
reasonable expenses of the Contractors personnel incurred while traveling in
discharge of duties connected with the Work.

§7.5.6 Costs of materials and
equipment suitably stored off the site at a mutually acceptable location, if approved in
advance by the Owner.

§7.6 MISCELLANEOUS
COSTS § 7.6.1 That portion of
insurance and bond premiums that can be directly attributed to this Contract:

§7.6.2 Sales, use or similar
taxes imposed by a governmental authority that are related to the Work.

§7.6.3 Fees and assessments for
the building permit and for other permits, licenses and inspections for which the
Contractor is required by the Contract Documents to pay.

§7.6.4 Fees of laboratories for
tests required by the Contract Documents, except those related to defective or
nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document
A201-1997 or other provisions of the Contract Documents, and which do not fall within the
scope of Section 7.7.3.

§7.6.5 Royalties and license
fees paid for the use of a particular design, process or product required by the Contract
Documents; the cost of defending suits or claims for infringement of patent rights arising
from such requirement of the Contract Documents; and payments made in accordance with
legal judgments against the Contractor resulting from such suits or claims and payments of
settlements made with the Owners consent. However, such costs of legal defenses,
judgments and settlements shall not be included in the calculation of the
Contractors Fee or subject to the Guaranteed Maximum Price. If such royalties, fees
and costs are excluded by the last sentence of Section 3.17.1 of AIA Document A201-1997 or
other provisions of the Contract Documents, then they shall not be included in the Cost of
the Work.

§7.6.6 Data processing costs
related to the Work.

§7.6.7 Deposits lost for causes
other than the Contractors negligence or failure to fulfill a specific
responsibility to the Owner as set forth in the Contract Documents.

§7.6.8 Legal, mediation and
arbitration costs, including attorneys fees, other than those arising from disputes
between the Owner and Contractor, reasonably incurred by the Contractor in the performance
of the Work and with the Owners prior written approval; which approval shall not be
unreasonably withheld.

§7.6.9 Expenses incurred in
accordance with the Contractors standard personnel policy for relocation and
temporary living allowances of personnel required for the Work, if approved by the Owner.

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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§7.7 OTHER COSTS
AND EMERGENCIES§ 7.7.1 Other costs
incurred in the performance of the Work if and to the extent approved in advance in
writing by the Owner.

§7.7.2 Costs due to emergencies
incurred in taking action to prevent threatened damage, injury or loss in case of an
emergency affecting the safety of persons and property, as provided in Section 10.6 of AfA
Document A201 -1997.

§7.7.3 Costs of repairing or
correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or
suppliers, provided that such damaged or nonconforming Work was not caused by negligence
or failure to fulfill a specific responsibility of the Contractor and only to the extent
that the cost of repair or correction is not recoverable by the Contractor from insurance,
sureties. Subcontractors or suppliers.

ARTICLE 8 COSTS NOT TO BE REIMBURSED
§ 8.1 The Cost of the Work shall not include: § 8.1.1 Salaries and other
compensation of the Contractors personnel stationed at the Contractors
principal office or offices other than the site office, except as specifically provided in
Sections 7.2.2 and 7.2.3 or as may be provided in Article 14. § 8.1.2 Expenses of the
Contractors principal office and offices other than the site office. § 8.1.3
Overhead and general expenses, except as may be expressly included in Article 7.

§8.1.4 The Contractors
capital expenses, including interest on the Contractors capital employed for the
Work.§ 8.1.5 Rental costs of machinery and equipment, except as specifically
provided in Section 7.5.2.

§8.1.6 Except as provided in
Section 7.7.3 of this Agreement, costs due to the negligence or failure to fulfill a
specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly
or indirectly employed by any of them or for whose acts any of them may be liable.

§8.1.7 Any cost not
specifically and expressly described in Article 7.

§8.1.8 Costs, other than costs
included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum
Price to be exceeded.

ARTICLE 9 DISCOUNTS,
REBATES AND REFUNDS § 9.1 Cash discounts obtained on
payments made by the Contractor shall accrue to the Owner if (1) before making the
payment, the Contractor included them in an Application for Payment and received payment
therefor from the Owner, or (2) the Owner has deposited funds with the Contractor with
which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade
discounts, rebates, refunds and amounts received from sales of surplus materials and
equipment shall accrue to the Owner, and the Contractor shall make provisions so that they
can be secured.

§9.2 Amounts that accrue to the
Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a
deduction from the Cost of the Work.

ARTICLE 10 SUBCONTRACTS
AND OTHER AGREEMENTS § 10.1 Those portions of the Work
that the Contractor does not customarily perform with the Contractors own personnel
shall be performed under subcontracts or by other appropriate agreements with the
Contractor. The Owner may designate specific persons or entities from whom the Contractor
shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers
of materials or equipment fabricated especially for the Work and shall deliver such bids
to the Architect. The Owner shall then determine, with the advice of the Contractor and the
Architect, which bids will be accepted. The Contractor shall not be required to contract
with anyone to whom the Contractor has reasonable objection.

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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§10.2 If a specific bidder
among those whose bids are delivered by the Contractor the Architect (1) is recommended
to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and
(3) has submitted a bid that conforms to the requirements of the Contract Documents
without reservations or exceptions, but the Owner requires that another bid be accepted,
then the Contractor may require that a Change Order be issued to adjust the Guaranteed
Maximum Price by the difference between the bid of the person or entity recommended to the
Owner by the Contractor and the amount of the subcontract or other agreement actually
signed with the person or entity designated by the Owner.

§10.3 Subcontracts or other
agreements shall conform to the applicable payment provisions of this Agreement, and shall
not be awarded on the basis of cost plus a fee without the prior consent of the Owner.

ARTICLE 11 ACCOUNTING
RECORDSThe Contractor shall keep full and
detailed accounts and exercise such controls as may be necessary for proper financial
management under this Contract, and the accounting and control systems shall be
satisfactory to the Owner. The Owner and the Owners accountants shall be afforded
access to, and shall be permitted to audit and copy, the Contractors records, books,
correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers,
memoranda and other data relating to this Contract, and the Contractor shall preserve
these for a period of three years after final payment, or for such longer period as may be
required by law.

# 

ARTICLE 12 PAYMENTS§
12.1 PROGRESS PAYMENTS § 12.1.1 Based upon Applications
for Payment submitted to the Architect by the Contractor and Certificates for Payment
issued by the Architect, the Owner shall make progress payments on account of the Contract
Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§12.1.2 The period covered by
each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:

§12.1.3 Provided that an
Application for Payment is received by the Architect not later than the Tenth day of a
month, the Owner shall make payment to the Contractor not later than the Twentieth day of
the same month. If an Application for Payment is received by the Architect after the
application date fixed above, payment shall be made by the Owner not later than Ten (10)
days after the Architect receives the Application for Payment.

§12.1.4 With each Application
for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices
or invoices with check vouchers attached, and any other evidence required by the Owner or
Architect to demonstrate that cash disbursements already made by the Contractor on account
of the Cost of the Work equal or exceed (1) progress payments already received by the
Contractor; less (2) that portion of those payments attributable to the Contractors
Fee; plus (3) payrolls for the period covered by the present Application for Payment.

§12.1.5 Each Application for
Payment shall be based on the most recent schedule of values submitted by the Contractor
in accordance with the Contract Documents. The schedule of values shall allocate the
entire Guaranteed Maximum Price among the various portions of the Work, except that the
Conductors Fee shall be shown as a single separate item. The schedule of values
shall be prepared in such form and supported by such data to substantiate its accuracy as
the Architect may require. This schedule, unless objected to by the Architect, shall be
used as a basis for reviewing the Contractors Applications for Payment.

§12.1.6 Applications for
Payment shall show the percentage of completion of each portion of the Work as of the end
of ihe period covered by the Application for Payment. The percentage of completion shall
be the lesser of (1) the percentage of that portion of the Work which has actually been
completed; or (2) the percentage obtained by dividing (a) the expense that has actually
been incurred by the Contractor on account of that portion of the Work for which the
Contractor has made or intends to make actual payment prior to the next Application for
Payment by (b) the share of ihe Guaranteed Maximum Price allocated to that portion of the
Work in the schedule of values.

§12.1.7 Subject to other
provisions of the Contract Documents, the amount of each progress payment shall be
computed as follows:

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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| |  | .1 |  | take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage of completion of each portion of the Work by the
share of the Guaranteed Maximum Price allocated to that portion of the Work in the
schedule of values. Pending final determination of cost to the Owner of changes in the
Work, amounts not in dispute shall be included as provided in Section 7.3.8 of AIA
Document A201-1997;
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | .2 |  | add that portion of the Guaranteed Maximum Price properly allocable to materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the
Work, or if approved in advance by the Owner, suitably stored off the site at a location
agreed upon in writing;
| |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | .3 |  | add the Contractors Fee, less retainage of Ten percent ( 10.00% ).The
Contractors Fee shall be computed upon the Cost of the Work described in the two
preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractors Fee is
stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio
to that fixed-sum fee as the Cost of the Work in the two preceding Clauses bears to a
reasonable estimate of the probable Cost of the Work upon its completion;
| |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | .4 |  | subtract the aggregate of previous payments made by the Owner;
| |  | -- |  | --------------------------------------------------------------

| |  | .5 |  | subtract the shortfall, if any, indicated by the Contractor in the documentation required
by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors
subsequently discovered by the Owners accountants in such documentation; and
| |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | .6 |  | subtract amounts, if any, for which the Architect has withheld or nullified a Certificate
for Payment as provided in Section 9.5 of AIA Document A201-1997.
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

§12.1.8 Except with the
Owners prior approval, payments to Subcontractors shall be subject to retainage of
not less than Ten percent (10.00% ). The Owner and the Contractor shall agree upon a
mutually acceptable procedure for review and approval of payments and retention for
Subcontractors.

§12.1.9 In taking action on the
Contractors Applications for Payment, the Architect shall be entitled to rely on the
accuracy and completeness of the information furnished by the Contractor and shall not be
deemed to represent that the Architect has made a detailed examination, audit or
arithmetic verification of the documentation submitted in accordance with Section 12.1.4
or other supporting data; that the Architect has made exhaustive or continuous on-site
inspections or that the Architect has made examinations to ascertain how or for what
purposes the Contractor has used amounts previously paid on account of the Contract. Such
examinations, audits and verifications, if required by the Owner, will be performed by the
Owners accountants acting in the sole interest of the Owner.

§12.2 FINAL PAYMENT§12.2.1 Final payment,
constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to
the Contractor when:

| |  | .1 |  | the Contractor has fully performed the Contract except for the Contractors
responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-1997,
and to satisfy other requirements, if any, which extend beyond final payment; and
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | .2 |  | a final Certificate for Payment has been issued by the Architect.
| |  | -- |  | -----------------------------------------------------------------

§12.2.2 The Owners final
payment to the Contractor shall be made no later than 30 days after the issuance of the
Architects final Certificate for Payment, or as follows;

§12.2.3 The Owners
accountants will review and report in writing on the Contractors final accounting
within 30 days after delivery of the final accounting to the Architect by the Contractor.
Based upon such Cost of the Work as the Owners accountants report to be
substantiated by the Contractors final accounting, and provided the other conditions
of Section 12.2.1 have been met, the Architect will, within seven days after receipt of
the written report

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
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of the Owners accountants,
either issue to the Owner a final Certificate for Payment with a copy to the Contractor,
or notify the Contractor and Owner in writing of the Architects reasons for
withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-1997. The
time periods stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the
AIA Document A20I-1997.

§12.2.4 If the Owners
accountants report the Cost of the Work as substantiated by the Contractors final
accounting to be less than claimed by the Contractor, the Contractor shall be entitled to
demand arbitration of the disputed amount without a further decision of the Architect.
Such demand for arbitration shall be made by the Contractor within 30 days after the
Contractors receipt of a copy of the Architects final Certificate for Payment;
failure to demand arbitration within this 30-day period shall result in the substantiated
amount reported by the Owners accountants becoming binding on the Contractor.
Pending a final resolution by arbitration, the Owner shall pay the Contractor the amount
certified in the Architects final Certificate for Payment.

§12.2.5 If subsequent to final
payment and at the Owners request, the Contractor incurs costs described in Article
7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner
shall reimburse the Contractor such costs and the Contractors Fee applicable thereto
on the same basis as if such casts had been incurred prior to final payment, but not in
excess of the Guaranteed Maximum Price. If the Contractor has participated in savings as
provided in Section 5.2, the amount of such savings shall be recalculated and appropriate
credit given to the Owner in determining the net amount to be paid by the Owner to the
Contractor.

ARTICLE 13 TERMINATION
OR SUSPENSION§ 13.1 The Contract may be
terminated by the Contractor, or by the Owner for convenience, as provided in Article 14
of AIA Document A201 -1997. However, the amount to be paid to the Contractor under Section
14.1.3 of AIA Document A201-1997 shall not exceed the amount the Contractor would be
entitled to receive under Section 13.2 below, except that the Contractors Fee shall
be calculated as if the Work had been fully completed by the Contractor, including a
reasonable estimate of the Cost of the Work for Work not actually completed.

§13.2 The Contract may be
terminated by the Owner for cause as provided in Article 14 of AIA Document A201-1997. The
amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document
A201-1997 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed
an amount calculated as follows;

§13.2.1 Take the Cost of the
Work incurred by the Contractor to the date of termination;

§13.2.2 Add the
Contractors Fee computed upon the Cost of the Work to the date of termination at the
rate stated in Section 5.1.2 or, if the Contractors Fee is stated as a fixed sum in
that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the
Work at the time of termination bears to a reasonable estimate of the probable Cost of the
Work upon its completion; and

§13.2.3 Subtract the aggregate
of previous payments made by the Owner.

§13.3 The Owner shall also pay the
Contractor fair compensation, either by purchase or rental at the election of the Owner,
for any equipment owned by the Contractor that the Owner elects to retain and that is not
otherwise included in the Cost of the Work under Section 13,2.1. To the extent that the
Owner elects to take legal assignment of subcontracts and purchase orders (including
rental agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 13, execute and deliver all such papers and take all such
steps, including the legal assignment of such subcontracts and other contractual rights of
the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the
rights and benefits of the Contractor under such subcontracts or purchase orders.

§13.4 The Work may be suspended
by the Owner as provided in Article 14 of AIA Document A201-1997; in such case, the
Guaranteed Maximum Price and Contract Time shall be increased as provided in Section
14.3.2 of AIA Document A2Q1-1997 except that the term profit shall be
understood to mean the Contractors Fee as described in Sections 5.1.2 and Section
6.4 of this Agreement

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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---

ARTICLE 14 MISCELLANEOUS
PROVISIONS § 14.1 Where reference is made
in this Agreement to a provision AIA Document A201-1997 or another Contract Document, the
reference refers to that provision as amended or supplemented by other provisions of the
Contract Documents.

§14.2 Payments due and unpaid
under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the
place where the Project is located. (insert rate of interest
agreed upon, if any.)

18.00%
per annum

(Usury laws and requirements under
the Federal Truth in Lending Act, similar state and local consumer credit laws and other
regulations at the Owners and Contractors principal places of business, the
location of the Project and elsewhere may affect the validity of this provision. Legal
advice should be obtained with respect to deletions or modifications, and also regarding
requirements such as written disclosures or waivers.)

§14.3 The Owners
representative is:(Name, address and other information.)

Mr.
          William H. Pelham Pelham Architects, LLC PO Box 8698Greenville,
SC 29604-8698

§14.4 The
Contractors representative is:(Name, address and other
information.)

Mr. Mack Burdett Cameron Construction Co., Inc.
 PO Box 15120 Greenville, SC 29610

§14.5 Neither the Owners
nor the Contractors representative shall be changed without ten days written
notice to the other party.

§14.6 Other
provisions:

ARTICLE 15 ENUMERATION
OF CONTRACT DOCUMENTS§15.1 The Contract Documents,
except for Modifications issued after execution of this Agreement, are enumerated as
follows: Plans and Specifications by Pazdan-Smith Group dated 4/05/2006

§15.1.1 The
Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner
and Contractor, AIA Document Al 11-1997.

§15.1.2 The General Conditions
are the 1997 edition of the General Conditions of the Contract for Construction, AIA
Document A201-1997.

§15.1.3 The Supplementary and
oiher Conditions of the Contract are those contained in the Project Manual dated April 05
2006, and are as follows:

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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---

|         |  |      
|-------- |  | -----
|Document |  | Title

§15.1.4 The
Specifications are those contained in the Project Manual dated as in Section 15.1.3, and
are as follows: (Either list the Specifications here or refer 10 an exhibit attached to
this Agreement.) April 5,2006

(Rows deleted)

§15.1.5 The
Drawings are as follows, and are dated April 05,2006 unless a different date is shown
below:(Either list the Drawings here or refer to an exhibit attached to this
Agreement.)

(Rows deleted)

§15.1.6 The Addenda, if any, are
as follows:

|       |  |          
|------ |  | ---------
|Number |  | Date     
|1      |  | 2/10/2006
|2      |  | 2/20/2006
|       |  |          

Portions of Addenda relating to
bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 15.

§15.1.7 Other Documents,
if any, forming part of the Contract Documents are as follows; (List here any
additional documents, such as a list of alternates that are intended to form part of the
Contract Documents. A1A Document A2Q1-J 997 provides that bidding requirements such as
advertisement or invitation to bid. Instructions to Bidders, sample forms and the
Contractors bid are not part of the Contract Documents unless enumerated in this
Agreement. They should be listed here only if intended to be part of the Contract
Documents.)

The Connectors Proposal, dated
2/24/2006, and Cost Breakdown, dated 5/4/2006, are attached and shall be part of this
Contract.

ARTICLE 16 INSURANCE AND
BONDS (list required limits of liability
for insurance and bonds. AlA Document A201 -1997 gives other specific requirements for
insurance and bonds.)

|                                     | 
|------------------------------------ | 
|Type of insurance                    | 
|Builders Risk Insurance              | 
|(See attached Insurance Certificate) | 

This Agreement is entered into as of
the day and year first written above and is executed in at least three original copies,
of which one is to be delivered to the Contractor, one to the Architect (for use in
the administration of the Contract, and the remainder to the Owner.

|                         | 
|------------------------ | 
|                         | 
|/s/ Paula S. King        | 
|Owner (Signature)        | 
|Paula S. King            | 
|BankGreenville           | 
|(Printed name and title) | 

AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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---

Additions and Deletions
Report forAIA Document A111 -1997

This Additions and Deletions Report,
as defined on page 1 of the associated document, reproduces below all text the author has
added to the standard form AIA document in order to complete it, as well as any text the
author may have added to or deleted from the original AIA text. Added text is shown
underlined. Deleted text is indicated with a horizontal line through the original AIA
text.

Note: This Additions and Deletions
Report is provided for information purposes only and is not incorporated into or
constitute any part of the associated AIA document. This Additions and Deletions Report
and its associated document were generated simultaneously by AIA software at 15:06:22 on
07/13/2006.

PAGE 1

AGREEMENT
made as of the Thirteenth day of July in the year Two Thousand Six

BankGreenville
PO Box 6246Greenville, SC 29606

Cameron Construction Co. Inc.
PO Box 15120Greenville, SC 29610

Bank Greenville 
499 Woodruff Road, Greenville, SC

Pazdan-Smith Group
200 East Broad Street Suite 300Greenville, SC 29601

# PAGE 2

May 15, 2006

§4.3 The Contractor shall
achieve Substantial Completion of the entire Work not later than 260 days from   the date
of commencement, or as follows:

1/26/2007

PAGE 3

5% (Minimum of $80,000.00)

§5.2.1 The sum of the Cost of
the Work and the Contractors Fee is guaranteed by the Contractor not to
exceed One Million Six Hundred Forty-five Thousand One Hundred Sixty-four Dollars
and Zero Cents ($1,645,164.00),subject to additions and deductions by Change Order
as provided in the Contract Documents. Such maximum sum is referred to in the Contract
Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum
Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

75% Owner 25% Contractor

Additions and Deletions Report for
AIA Document A111-1997. Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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---

|                              | 
|----------------------------- | 
|Finish Hardware               | 
|Landscaping (Lump Sum)        | 
|Signage                       | 
|Awning & Ornamental, Brackets | 

PAGE 7

§12.1.3 Provided that an
Application for Payment is received by the Architect not later than the Tenth day of a
month, the Owner shall make payment to the Contractor not later than the Twentieth day of
the same month. If an Application for Payment is received by the Architect after the
application date fixed above, payment shall be made by the Owner not later than Ten (10) days after the Architect receives the Application for Payment.

# PAGE 8

| |  | .3 |  | add the Contractors Fee, less retainage of Ten percent ( 10.00%). The
Contractors Fee shall be computed upon the Cost of the Work described in the two
preceding Clauses at the rate stated in Section 5.1.2 or, if the Contractors Fee is
stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to
that fixed-sum fee as the Cost of the Work in the two preceding Clauses bears to a
reasonable estimate of the probable Cost of the Work upon its completion;
| |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

§12.18 Except with the
Owners prior approval, payments to Subcontractors shall be subject to retainage of
not less than Ten percent ( 10.00% ). TheOwner and the Contractor
shall agree upon a mutually acceptable procedure for review and approval of payments and
retention for Subcontractors.

# PAGE 10

18.00%  per annum

Mr. William H. Pelham
Pelham Architects, LLC PO Box 8698 Greenville, SC 29604-8698

Mr. Mack Burdett Cameron
Construction Co. Inc.PO Box 15120Greenville, SC 29610

Plans and Specifications by
Pazdan-Smith Group dated 4/05/2006

§15.1.3 The Supplementary and
other Conditions of the Contract are those contained in the Project Manual dated April
05, 2006,and are as follows:

# PAGE 11

April 5. 2006

15.1.5
The Drawings are as follows, and are dated April 05,2006 unless a different date is shown
below:

Additions
and Deletions Report for AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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| |  
| | -
| | 1
| | 2

The Contractors Proposal,
dated 2/24/2006 and Cost Breakdown, dated 5/4/2006, are attached and shall be part of
this Contract.

|                                     | 
|------------------------------------ | 
|Builders Risk Insurance              | 
|(See attached Insurance Certificate) | 

|                                     | 
|------------------------------------ | 
|                                     | 
|BankGreenville Financial Corporation | 

Additions
and Deletions Report for AIA Document A111-1997.
Copyright ©1920,1925,1951,1958,1901,1963,1967,1974,1978,1987 and 1997 by The
American Institute of Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by
AIA software at 15:06:22 on 07/13/2006 under Order No. 1000231676_1 which expires on
4/6/2007, and is not for resale. User Notes:

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Certification
of Documents Authenticity AIA® Document
D401  2003

I, William H. Pelham, hereby certify,
to the best of my knowledge, information and belief, that I created the attached final
document simultaneously with its associated Additions and Deletions Report and this
certification at 15:06:22 on 07/13/2006 under Order No. 1000231676_I from AIA Contract
Documents software and that in preparing the attached final document I made no changes to
the original text of AIA® Document A111  1997  Standard Form of
Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK
PLUS A FEE with a negotiated Guaranteed Maximum Price, as published by the AIA in its
software, other than those additions and deletions shown in the associated Additions and
Deletions Report.

/s/ William H. Pelham(Signed)

_____________________________(Title)

7/14/2006(Dated)

AIA
Document D401(1) - 2003. Copyright© 1992 and 2003 by The
American Institute of Architects. All rights reserved.  Additions and Deletions
Report for AIA Document A111 -1997. Copyright ©1920,1925,1951,1958.1961,1963,
1967,1974,1978,1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law
and International Treaties. Unauthorized reproduction or distribution of
this AIA Document, or any portion of it, may result in severe civil and
criminal penalties, and will be prosecuted to the maximum extent possible under the
law. This document was produced by AIA software at 15:06:22 on 07/13/2006 under Order
No. 1000231676_1 which expires on 4/6/2007, and is not for resale.

(3693726763)