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                                                                    EXHIBIT 10.4

                                    AGREEMENT

The following are the terms and conditions for Southeast Financial Holdings,
Inc. providing consulting services to the management and directors of GBC
Bancorp, Inc.

I.       SERVICES AND DUTIES

         (A)      Timetables
                  Southeast Financial Holdings, Inc. will advise the management
                  and Board of Directors of GBC Bancorp, Inc. on the
                  establishment of a comprehensive plan for the development and
                  execution of the company's stock offering. Southeast Financial
                  Holdings, Inc. will assist the bank's management in
                  establishing a computer database that will enable the bank's
                  management and directors to gauge the progress of the capital
                  raising campaign on a daily basis.

         (B)      Coordination of Media Campaigns

                  Public Relations (Free Advertising)
                  Southeast Financial Holdings, Inc. will prepare written news
                  releases regarding the bank, as well as the officers and
                  directors. These releases, which are subject to approval, are
                  intended to enhance interest in the bank.

                  Media Announcements (Paid Advertising)
                  Southeast Financial Holdings, Inc. will prepare all layout and
                  design work for the bank's "tombstone" announcements with
                  coupons, and will advise on placement and related marketing
                  factors, such as location in newspaper, style of announcement,
                  and announcement identification techniques.

         (C)      Marketing Overview
                  Southeast Financial Holdings, Inc. will advise management
                  (Monday through Friday, weekends if necessary) how best to
                  coordinate all aspects of the company's marketing campaign,
                  including advice as to proven marketing techniques which have
                  been successful in other Denovo bank stock offerings.
                  Southeast Financial Holdings, Inc. will make sure the bank's
                  management and directors are committed to the marketing
                  campaign, as this is an essential point to a timely completion
                  of the stock sale. Recommendations will be made on how to
                  allocate each director's fund raising responsibilities. Advice
                  will be offered to all officers and directors as to proven
                  marketing techniques that will enable them to maximize their
                  efforts. Included will be suggested form letters and notices.
                  Investor meetings, including open houses, breakfast meetings,
                  luncheon meetings, and cocktail receptions are the best
                  settings for introducing the bank to potential investors.

         (D)      IRA KEOGH, Pension and Profit Sharing Suitability
                  Southeast Financial Holdings, Inc. will work with the officers
                  and management of the bank in processing all retirement
                  account purchases shares through the various types of
                  retirement accounts that potential investors may have already
                  established.


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                  If potential investors wish to use retirement funds to invest
                  in the bank's stock, but do not have a retirement account
                  established or have a custodian that will not process this
                  type of transaction, Southeast Financial Holdings, Inc. will
                  seek out those retirement custodians who will allow such a
                  transaction. Southeast Financial Holdings, Inc. will oversee
                  all retirement account transactions to ensure they are
                  properly initiated and completed.

II.      FEE ARRANGEMENT

         (A)      Southeast Financial Holdings, Inc. will be paid the sum of
                  $7,500.00 upon the acceptance of this Agreement, thereafter
                  Southeast Financial Holdings, Inc. will receive the sum of
                  $20,000.00 per month (paid upon the 25th of each month) unless
                  terminated by GBC Bancorp, Inc., for the term of this
                  Agreement or until the Agreement is terminated as provided
                  herein.

III.     TERM OF AGREEMENT
         This Agreement shall begin July 25, 2001, and shall end August 25,
         2001. This contract may be extended at the Bank's discretion.

         The undersigned agree to the terms and conditions as outlined in this
         Agreement.

                               /s/ Lee Bradley
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                               Lee Bradley, President
                               Southeast Financial Holdings, Inc.


                               /s/ John T. Hopkins
                               ------------------------------------------------
                               John T. Hopkins, Executive Vice President/CFO
                               GBC Bancorp, Inc.


                               07-25-01
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                               Date