<PAGE>
                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT   AGREEMENT   (sometimes  referred  to  below  as  the
"Agreement"),  Made and entered into this the 10th day of November, 1998, by and
between  STEPHEN S.  ROBINSON,  a resident  of Iredell  County,  North  Carolina
(herein  referred to as  "Employee");  and  LINCOLN  BANK OF NORTH  CAROLINA,  a
corporation with its principal office in Lincolnton, North Carolina (hereinafter
referred to as "Employer").

         WHEREAS,  the  Employer  desires to secure the future  services  of the
Employee and to that end desires to enter into this  Employment  Agreement  with
Employee,  upon the terms and  conditions  herein set forth,  which replaces and
supersedes all prior employment contracts, agreements or understandings, if any,
between the Employee and the Employer; and,

         WHEREAS, the Employee wishes to continue employment and enter into this
Employment Agreement with Employer effective as of November 10, 1998;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
hereinafter set forth, and of other good and valuable consideration, the receipt
and  sufficiency  of  which  are  mutually  acknowledged,  the  parties  hereto,
intending legally to be bound, agree as follows:

         Section 1. Agreement of Employment.  Employer hereby agrees to continue
to employ the Employee and Employee hereby agrees to remain employed by Employer
for the term,  and upon and subject to the terms and  conditions  hereafter  set
forth.

         Section 2. Term. Employer and Employee hereby agree that Employee shall
become  employed by Employer  under the terms of this Agreement as of January 1,
1999 (the  "Commencement  Date"),  and shall  remain  employed by Employer for a
period of five (5) years (through  December 31, 2003),  unless sooner terminated
pursuant to the terms hereof (the "Employment Period").  Upon termination due to
the  expiration  of the  five  (5)  year  term,  all of the  provisions  of this
Agreement shall be void.

         Section 3. Employee  Representations.  Employee  represents to Employer
that Employee is not subject to an employment agreement with any other employer,
nor to any other  agreements  under the terms of which he may be prohibited from
accepting employment with Employer, and that Employee may accept employment with
Employer effective as of the Commencement Date.

         Section 4.        Duties of Employee.

                  (a)  Subject to the  supervision  and  pursuant to the orders,
advice and  directions  of the Board of Directors and President of the Employer,
Employee  shall  perform his  assigned  duties as  Executive  Vice-President  of
Employer and shall perform such other duties as are customarily performed by one
holding such positions in other,  the same or similar business or enterprises as
that engaged in by Employer.

                  (b)  Employee  agrees  that he will at all  times  faithfully,
industriously,  and to the best of his ability,  experience and talents, perform
all of the duties that may be  reasonably  required of and from him  pursuant to
the express and implied  terms hereof,  to the  reasonable  satisfaction  of the
Board of  Directors  of  Employer.  Such duties  shall  generally be rendered at
Employer's  offices in  Mooresville,  North  Carolina,  and at such other places
within Iredell County,  Lincoln County,  and that portion of Mecklenburg  County
north and west of Interstate 85 (the "geographic  area") as the Employer's needs
shall reasonably require.  Notwithstanding  the foregoing,  Employer may require
Employee to work outside the  geographic  area from time to time,  not to exceed
ninety (90) days per year, but may not  permanently  assign the Employee to work
outside the geographic area.

                  (c) Employee  hereby  agrees to refrain  from  engaging in any
ventures  or  enterprises  which might  interfere  with the  performance  of his
express  and  implied  duties  hereunder.  Employee  shall at all times  conduct
himself  in a manner  that  will not  prejudice  or  injure  the  reputation  of
Employer, its other employees or any of its affiliates.

         Section 5.  Employer's  Right to Benefits of Work  Performed.  Employer
shall be entitled to all of the benefits,  emoluments,  and profits arising from
or incident to any and all work, services,  and advice of the Employee performed
or rendered in the course of Employee's employment hereunder.

         Section 6.        Compensation, Expenses and Benefits.

                  (a) Employer shall pay to Employee,  and Employee shall accept
from  Employer,  during the  Employment  Period,  and in  consideration  for the
services to be performed by Employee,  a salary at the rate of  $100,536.00  per
annum (the  "Annual  Salary"),  less  deductions  required  by law and  Employee
authorized  deductions,  payable in such equal periodic installments as Employer
may determine,  but not less frequently than monthly.  Provided,  however,  that
each year the salary of the Employee  shall be reviewed and a salary  amount set
for the following year by mutual  agreement with the Board of Directors.  In the
event an agreement  cannot be reached as to the salary amount,  the salary shall
be that  for the  previous  year  increased  by an  amount  equal to the rate of
increase of the Producers'  Price Index All  Commodities  U.S. Labor  Department
Bureau of Labor Statistics for the previous year.
<PAGE>

                  (b) In addition to the Annual  Salary  described  in Section 6
(a) above,  Employer agrees to reimburse  Employee  promptly (in accordance with
policies and  procedures  adopted by the Board of Directors of Employer) for all
reasonable and necessary  expenses  incurred by Employee in connection  with the
Employer's business, including, without limitation, all reasonable and necessary
expenses of travel, lodging, entertainment, and meals away from home incurred by
Employee in the course of his employment hereunder.  Employee agrees to keep and
maintain such records of the  aforesaid  expenses as Employer may require and to
account to Employer  therefore prior to any such  reimbursement.  Employee shall
comply  with all  reasonable  and  lawful  policies  and  procedures  applied by
Employer  from  time to time  to its  employees  generally  and  relating  to or
regulating the nature and extent of  reimbursement  expenses,  and the manner of
accounting and reimbursement therefor.

                  (c)  Employer  hereby  agrees to make  available  to Employee,
during the  Employment  Period,  all benefits  which are generally  available to
similarly  situated  employees  of the  Employer,  subject  to  and  on a  basis
consistent with the terms and conditions of such benefits. In addition, Employer
agrees to provide Employee with the following benefits.

                  (1) A non-contributing  qualified employee profit-sharing plan
and participation in the Employer's 401(K) Plan.

                  (2) A  non-contributing  employee's  group life insurance plan
which will  provide life  insurance  for Employee in the amount equal to two (2)
times  Employee's  annual salary (or a maximum of $250,000.00)  during all times
that Employee remains an employee of Employer.

                  (3) A non-contributing  accident and health insurance plan for
the payment of medical care expenses for Employee.

                  (4) An  automobile  for his  use in  carrying  out his  duties
hereunder.  Employee shall have the use of the automobile for  transportation to
and from his residence and shall keep the automobile at his residence overnight.
Notwithstanding the foregoing,  said automobile shall be made available to other
employees of Employer for Employer's business. Employee shall reimburse Employer
for all personal use of the automobile.

                  (5) Payment of Employee's  dues for  membership in civic clubs
and a country club.  The selection of the country club must be first approved by
Employer.

                  (6) Three (3) weeks of vacation time each year.

                  (7) A  non-contributing  disability  income  plan  wherein the
Employer will provide the Employee with the following  disability income payable
to age 65 and after a ninety (90) day waiting period: disability income equal to
sixty  percent (60%) of the  Employee's  annual salary as it exists from time to
time,  but in no event less than Five Thousand  Dollars  ($5,000.00)  per month.
Notwithstanding  the foregoing,  the disability income benefits shall not exceed
any applicable legal or regulatory cap or limitation.

                  As to (1), (2), (3) and (7) above,  all such benefits shall be
subject  to the  plans  adopted  by the  Employer  from  time to time,  it being
understood by the parties that said benefits also apply to the  Employer's  work
force generally.

                  The Employer, in its sole discretion, may apply for additional
insurance  in its own name and for its own benefit  covering  the  Employee  for
life, medical, or disability  insurance,  in any amount deemed advisable and the
Employee  shall have no right,  title or interest  therein.  The Employee  shall
submit to any required  examination  and shall execute and assign and/or deliver
such application and policies necessary to effectuate such insurance coverage.

                  The  Employer  may  require  the  Employee  to have a thorough
annual physical examination and will reimburse the Employee for the expense.

                  Except as otherwise  specifically  set forth  herein,  nothing
herein  shall be  construed  to impose upon  Employer  any legal  obligation  to
establish  or  maintain  any  particular  benefit  or  benefits  for  any of its
employees.

                  (d) Employee shall also be eligible to receive an annual bonus
based upon  performance  criteria to be  determined by the Board of Directors of
the  Employer.  The Board of  Directors  of the  Employer  shall  determine  the
performance  criteria to be met by Employee  for each fiscal year of Employer or
other  twelve (12) month  period  designated  by the Board of  Directors  of the
Employer  during the term of this Agreement  prior to the  commencement  of each
fiscal  year  or  such  other  period  and  shall  cause  such  criteria  to  be
communicated  in writing to Employee.  The amount of  Employee's  bonus shall be
determined  based upon the level of achievement of Employee as compared with the
established performance criteria. The final determination  concerning the levels
of  achievement  attained by Employee  and the amount of each such annual  bonus
shall be made by the Board of Directors  of the  Employer in its sole  judgment.
Any bonus earned by the Employee  pursuant to this Section 6(d) shall be payable
to Employee, less deductions required by law and Employee authorized deductions,
no later than March 31 following the year to which such bonus relates. The bonus
provided for hereunder  shall be payable with respect to the fiscal year or such
other period immediately preceding the year in which the bonus is paid and shall
not be payable if the Employee is  terminated  for cause prior to the end of the
<PAGE>
fiscal year or such other period for which the bonus is to be paid. In the event
that the  Employee  dies,  is  terminated  because of illness or  disability  as
provided in Section 10 of this Agreement,  is terminated by the Employer without
cause  prior to the end of the fiscal  year or such other  period for which such
bonus is to be paid, or is  terminated by Employee  pursuant to Section 11(a) or
Section 10(d)(iii), a pro rata portion of such bonus, if otherwise earned, shall
nevertheless be paid to the Employee or his estate,  as the case may be. The pro
rata portion shall be based upon the number of days the Employee was employed by
the Employer during such fiscal year as compared to 365.

                  (e) For the purpose of calculating all Employee benefits under
this contract and all employee stock option rights,  Employee shall be deemed to
be in continuous employment with Employer from 1 August 1986 until the date such
calculation or determination is made.

         Section 7.        Non-Competition.

                  (a)  While   Employee  is  employed  by  Employer  under  this
Agreement,  Employee will not,  directly or indirectly,  own,  manage,  operate,
control or participate in the ownership, management, operation or control of, or
be connected with as an officer,  employee,  partner,  director,  consultant, or
otherwise,  or have any  financial  interest in, or aid or assist anyone else in
the conduct of, any financial  institution  which customarily takes deposits and
gives loans,  or is about to or proposes to engage in such  banking  activities,
which  is in  competition  with  businesses  conducted  by the  Employer  or its
affiliates;  [provided, however, that notwithstanding the foregoing the Employee
shall be entitled to acquire as a passive investment a proprietary  interest not
to exceed 3% of the equity of any publicly-held company.]

                  (b) While  Employee  is employed  by the  Employer  under this
Agreement  Employee  will not,  directly  or  indirectly,  employ,  solicit  for
employment,  or advise or recommend to any other person that such person  employ
or  solicit  for  employment,  any  person  employed  by  the  Employer  or  its
affiliates.

                  (c) While  Employee  is employed  by the  Employer  under this
Agreement  Employee  shall not,  directly  or  indirectly,  solicit or advise or
recommend  to any other  person that such person  solicit,  any  customer of the
Employer or its  affiliates  for the purpose of  obtaining  the regular  banking
services of such customer.

                  (d) For two (2) years after the  termination of the employment
of Employee  hereunder for any reason whatever other than (1) termination of the
employment of Employee by Employer  without cause  pursuant to Section 10(e) or,
(2) by termination  of the  employment of Employee upon material  breach of this
Agreement by Employer pursuant to Section 10(d)(iii),  Employee will not, within
Iredell County,  Lincoln County and that portion of Mecklenburg County north and
west of Interstate 85 (the  "geographic  area"),  directly or  indirectly,  own,
manage, operate, control or participate in the ownership,  management, operation
or control of, or be connected with as an officer, employee,  partner, director,
consultant,  or otherwise,  or have any financial  interest in, or aid or assist
anyone else in the conduct of, any financial institution which customarily takes
deposits and gives  loans,  or is about to or proposes to engage in such banking
activities, which is in competition with businesses conducted by the Employer or
its affiliates in the geographic area; [provided,  however, that notwithstanding
the foregoing the Employee shall be entitled to acquire as a passive  investment
a  proprietary  interest  not to  exceed 3% of the  equity of any  publicly-held
company.]  [Nothing in this Section 7(d) shall be construed to prohibit Employee
from working for any entity in  competition  with  businesses of the Employer or
its affiliates in the geographic area so long as the Employee has no role in and
does not participate in any way in that entity  competing with businesses of the
Employer or its affiliates in the geographic area.  Example:  Section 7(d) would
not prohibit  Employee  from working for XYZ Bank in Salisbury,  North  Carolina
even if XYZ Bank  had a  branch  office  in the  geographic  area so long as the
Employee did not  participate  in any way in the  operation or management of the
branch office-located in the geographic area].

                  (e) For a period of two (2) years after the termination of the
employment  of Employee  hereunder,  for any reason  whatever  other than (1) by
termination of the employment of Employee by Employer  without cause pursuant to
Section  10(e),  or by  termination  of the employment of Employee upon material
breach of this Agreement by Employer  pursuant to Section  10(d)(iii),  Employee
will not, directly or indirectly,  employ, solicit for employment,  or advise or
recommend to any other person that such person employ or solicit for employment,
any person employed by the Employer or its affiliates.

                  (f) For a period of two (2) years after the termination of the
employment  of Employee  hereunder,  for any reason  whatever  other than (1) by
termination of the employment of Employee by Employer  without cause pursuant to
Section  10(e),  or by  termination  of the employment of Employee upon material
breach of this Agreement by Employer  pursuant to Section  10(d)(iii),  Employee
shall not,  directly or indirectly,  solicit or advise or recommend to any other
person that such person solicit,  any customer of the Employer or its affiliates
for the purpose of obtaining the regular banking services of such customer.

                  (g) For  purposes  of this  Section 7,  "Employer"  shall also
include the Employer's parent company and other affiliates.
<PAGE>

         Section 8.  Confidentiality.  The Employee acknowledges that he has had
and will have access to certain information related to the business, operations,
future plans and customers of the Employer, the disclosure or use of which could
cause the Employer  substantial  losses and damages.  Accordingly,  the Employee
covenants  that  during  the  term  of his  employment  with  the  Employer  and
thereafter  if  he  voluntarily   terminates  his   employment,   he  will  keep
confidential  all  business  and  technical   information  and  documents  which
constitute  trade  secrets  furnished to him by or on behalf of the Bank and not
use the  same  to his  advantage,  except  to the  extent  such  information  or
documents are or thereafter become lawfully  obtainable from other sources,  are
in the public domain through no fault on his part, or is consented to in writing
by the Employer.  Upon termination of his employment,  the Employee shall return
to the  Employer  all  records,  lists,  files  and  documents  which are in his
possession and which relate to the Employer.
This  restriction  shall  expire  two (2)  years  from  the  date of  Employee's
termination.

         For the purposes of Sections 7 and 8, the term Employer shall be deemed
to  include  Employer's  subsidiaries,  parent  company,  sister  companies  and
affiliates (the "Carolina First family of businesses").

         Section 9.        Limitation on Sections 7 and 8.

                  (a) So long as Employer  makes the  payments  required by this
Employment   Agreement  upon  a  termination  of  Employee's   employment,   the
restrictive covenants set forth in Section 7, as modified by Section 9(c) herein
shall apply without exception.

                  (b) Upon a breach of this  agreement  by  Employer  failing to
make payments required of it under this Employment  Agreement upon a termination
of  employment,  the  provisions  of  Section  7 shall  terminate  in the  event
Employer, after thirty (30) days notice from Employee fails to cure the default.
Upon the  failure of  Employer to cure the  default  within the  required  time,
Employee may  immediately  declare all remaining sums to be immediately  due and
payable and may institute such legal actions as may be necessary to collect said
sums in full.

                  (c) Notwithstanding anything else contained in this Agreement,
the provisions of Section 7 shall not prevent the Employee, after his employment
is terminated,  from owning,  operating or otherwise  working for a business the
principal  purpose  of which is the sale of  insurance  products  or  securities
except that the  provisions of Section 7 shall prevent the Employee from owning,
operating  or  otherwise  working  for such a  business  while the  Employee  is
employed  by  Employer  pursuant  to this  Agreement  and in the event  that the
Employee's  employment  is  terminated  by  the  Employee  pursuant  to  Section
10(d)(ii).

         Section 10.       Termination.  If the term of  this  Agreement has not
sooner  expired by lapse of time, the term of Employee's employment shall termi-
nate upon the occurrence of any of the following:

                  (a)      Death.  Upon the death of the employee;

                  (b) Disability.  Upon Employee being  disabled,  to the extent
that  Employee  qualifies  for and  receives  the  maximum  allowable  permanent
disability payment under Employee's disability income plan.

                  (c) By the Employer for Cause.  Employee's  employment  may be
terminated  effective  immediately  by the  Employer  for  "cause"  by notice of
termination  to the  Employee.  "Cause"  for  such  termination  shall  mean the
following:

                           (i)      Dishonesty of the  Employee  with respect to
                                    the Employer;

                           (ii)  Willful  misfeasance  or  nonfeasance  of  duty
having the effect of injuring the reputation, business or business  relationship
of the Employer or its officers, directors or employees

                           (iii) Conviction of the Employee upon a felony charge
or upon a charge of any crime involving moral turpitude;

                           (iv)  Willful or  prolonged  absence from work by the
Employee (other  than by reason of disability due to physical or mental illness)
or failure, neglect or refusal by the Employee to perform his duties;

                           (v)  Material  breach by the  Employee  of any of the
covenants contained in this Agreement.

                  (d)      By Employee.

                           (i)     By Employee pursuant to Section 11 hereafter;

                           (ii) By Employee  for any reason upon 90 day's notice
to Employer.
<PAGE>

                           (iii)    By Employee  upon a material  breach of this
                                    Agreement by Employer.  Any such termination
                                    must be elected by  Employee  within  thirty
                                    (30) days of any such  breach or the  breach
                                    will be deemed to have been  waived  for all
                                    purposes.

                  (e)      By  Employer  for any  reason  other  than cause upon
90 day's  notice to  Employee.  Cause  shall have the definition stated above.

         Except as otherwise  provided in this  Agreement,  Employee's  right to
further  compensation  and benefits  under this  Agreement  shall cease upon the
termination of his employment.  Except as otherwise  provided in this Agreement,
Employee shall remain entitled to any unpaid  compensation  and benefits accrued
prior to  termination.  Likewise,  Employee  shall be  entitled  to receive  all
insurance and disability  payments if termination is due to death or disability.
In the event that the  employment  of the Employee is terminated by the Employer
without cause pursuant to Section 10(e) during the terms of this  Agreement,  or
should  Employee  terminate his employment  pursuant to Section 11(a) or Section
10(d)(iii), the Employer shall continue to pay the Annual Salary and provide the
benefits set forth in Section 6 of this Agreement  (except for the annual bonus,
the payment of which is  controlled by Section 6(d) and Section 11) for a period
of twenty-four  (24) months after the termination of Employee's  employment,  as
severance pay.

         Section 11. Merger/Change of Control. Notwithstanding the provisions of
Section 2, upon the happening of one of the following  events during the term of
this Agreement, the Employee shall elect by notice to the Employer either (a) to
terminate his employment  under this Agreement  effective as of ninety (90) days
from the occurrence of one of the events  specified in (i) through (iv) below or
(b) complete the term of his employment  hereunder.  Such election shall be made
within ninety (90) days of the event's  occurrence  (the time and date the event
becomes effective). If the Employee elects the option provided for in (a) above,
the Employee shall be entitled to any unpaid  compensation  and benefits accrued
prior to his leaving the  employment of the Employer and a pro-rata share of his
performance  bonus,  if otherwise  earned.  Except as  specifically  modified in
Section 9 above, the provisions of Sections 7 and 8 of this Agreement will apply
in the event that the Employee  exercises  the option  provided in (a) above and
terminates his  employment.  If Employee  elects the option  provided for in (b)
above,  the capacity and duties of the Employee may not differ  materially  from
those  provided  in Section 4, and shall be  appropriate,  taking  into  account
Employee's capacity and duties with Employer as provided in Section 4.

         The events referred to above are as follows:

                  (i) A change of control which shall be deemed to have occurred
if and when any "person",  as such term is used in 15 USCA Section 78c(9), is or
becomes a  beneficial  owner,  directly  or  indirectly,  of  securities  of the
Employer or its parent company  representing greater than fifty percent (50%) of
the  combined  voting  power of the  Employer's  or its  parent  company's  then
outstanding  securities.  Notwithstanding the foregoing,  no "change in control"
shall be deemed to have occurred by virtue of any  transaction  which results in
the  Employee  and a member or members  of the  Employer's  Board of  Directors,
existing at any time, acquiring, directly or indirectly, more than fifty percent
(50%) of the combined  voting power of the  Employer's  or its parent  company's
outstanding securities.

                  (ii) Any  sale,  transfer  or other  disposition  of more than
fifty  percent  (50%) of the assets of Lincoln  Bank of North  Carolina,  to any
entity outside the Carolina First BancShares, Inc. family of companies.

                  (iii) Any  dissolution or liquidation of Lincoln Bank of North
Carolina, or its parent company;

                  (iv) Any  conversion  of the common  stock of Lincoln  Bank of
North Carolina or Carolina First BancShares,  Inc. into the shares or securities
of another corporation;

         Section 12. Enforcement of Employee Restrictions. Employee acknowledges
that he has carefully  read and considered the provisions of this Agreement and,
having done so,  agrees that the  restrictions  set forth in this  Agreement  in
Sections 7 and 8 (including,  but not limited to, the period of restriction  and
the geographical  area of restriction set forth therein) are fair and reasonable
and are necessarily required for the protection of the interests of the Employer
and its  affiliates.  Employee  further  acknowledges  that due to the nature of
Employer's business,  more limited restriction than those found herein would not
be reasonable or  appropriate.  The Employee  covenants and agrees with Employer
that the  Employer  shall be  entitled to an  accounting  and  repayment  of all
profits, compensation, commissions, remunerations or benefits which the Employee
directly or indirectly has realized and/or may realize as a result,  growing out
of or in connection with any such  violations;  such remedy to be in addition to
and not in  limitation to any  injunctive  relief or other rights or remedies to
which  Employer or its  affiliates is or may be entitled to at law or in equity.
In the event that  notwithstanding the foregoing,  any part of the covenants set
forth  in this  Agreement  shall be held to be  invalid  or  unenforceable,  the
remaining parts hereof shall  nevertheless  continue to be valid and enforceable
as though the invalid and  unenforceable  part had not been included herein.  In
the event that any provisions of this  Agreement  relating to the time period or
geographical  restriction shall be declared by a court of competent jurisdiction
to exceed the maximum time periods or geographical  areas which such court deems
reasonable  or  enforceable,   such  time  periods  or  geographical   areas  of
restriction  shall be deemed to become and thereafter be the maximum time period
or geographical areas which such court deems reasonable and enforceable.
<PAGE>

         Section 13.       Stock Options.  Any and all stock options  previously
issued  in  favor of Employee shall remain in full force and effect according to
their terms.

         Section 14. Notices.  All notices required or permitted hereunder shall
be deemed to be duly given if in writing  and  delivered  personally  or sent by
United  States  registered or certified  mail,  postage  pre-paid,  addressed to
Employer at:

                  President, Lincoln Bank of North Carolina
                  402 East Main Street
                  Lincolnton, NC 28092

and addressed to Employee at:

                  Stephen S. Robinson
                  918 Stony Crest Court
                  Mooresville, NC 28115

or at such changed addresses as the parties may designate in writing.

         Section 15.       Miscellaneous.

                  (a) Headings.  Headings, titles and captions contained in this
Employment  Agreement are inserted only as a matter of convenience and reference
and in no way define,  limit, extend, or describe the scope of this Agreement or
the intent of any provisions hereof.

                  (b) Gender. The use in this Agreement of gender-specific words
or phrases shall be deemed to include the masculine, feminine or neuter genders,
as the context may require.

                  (c) Entire  Agreement.  This  writing  constitutes  the entire
agreement  between the parties hereto and supersedes any prior  understanding or
agreements  among them  respecting the subject  matter.  There are no extraneous
representations,  arrangements,  understandings, or agreements, oral or written,
in respect of the subject matter of this  Agreement,  among the parties  hereto,
except those fully expressed herein.

                  (d)   Amendments.   No   amendments,   changes,   alterations,
modifications, additions and qualifications of the terms of this Agreement shall
be made or binding unless made in writing and signed by all the parties hereto.

                  (e) Waiver. The failure of either party to enforce at any time
any of the  provisions of this  Agreement  shall not be construed as a waiver of
such  provisions  or of the right of such party  thereafter  to enforce any such
provisions.

                  (f)   Invalidity   and   Severability.   The   invalidity   or
unenforceability of any particular  provision of this Agreement shall not affect
the  enforceability  of other  provisions  hereof,  and this Agreement  shall be
construed in all respects as if such invalid or  unenforceable  provisions  were
omitted.

                  (g)  Governing  Law.  This  Agreement  shall be construed  and
governed in accordance  with the laws of the State of North  Carolina.  Employer
hereby consents to the jurisdiction of any local, state or federal court located
in the State of North Carolina,  and hereby waives  personal  service of process
and consents to service of process by certified or  registered  mail directed to
Employee at Employee's address stated in Section 11 of this Agreement.  Employee
further specifically consents to venue in Lincoln County.

                  (h) Burden and Benefit.  This Agreement  shall be binding upon
and inure to the benefit of the parties hereto and their heirs,  successors and,
as allowed herein, assigns.

                  (i)  Assignment.  The terms of this  Employment  Agreement are
personal  to  Employee.  As such  Employer  may not assign its  interest in this
Employment  Agreement  other than to Employer's  subsidiaries,  parent  company,
sister  companies  and such  affiliates  as may  exist  from  time to time  (the
"Carolina First family of businesses"). Employer may also assign this Employment
Agreement pursuant to any Merger or Change of Control as set forth in Section 11
herein (subject to Employee's  rights specified in Section 11). Employee may not
assign his interest in this Employment Agreement.

<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.

                                             Employer:

                                             LINCOLN BANK OF NORTH CAROLINA

                                             By   /s/ James S. Burt III
                                                  ----------------------
                                                     Title:  President

ATTEST:

/s/ Joy G. Keever
-----------------
Secretary

(Corporate Seal)

                                            Employee:

                                            /s/ Stephen S. Robinson   (SEAL)
                                            -------------------------------- 
                                            Stephen S. Robinson