SOUTH CAROLINA                               SUBLEASE






RICHLAND COUNTY              Re:  Drive-in Bank Facility
                                  Hampton  Street  and  Park  Street  Columbia,
                                  South Carolina


     THIS  SUBLEASE is made and entered into as of March 1, 1997, by and between
FIRST UNION  NATIONAL BANK OF SOUTH  CAROLINA,  a national  banking  association
('1Sublessor"),  and BANX OF  COLUMBIA,  NA.,  a  national  banking  association
("Subtenant").

                               W I T N E S E T H:

     Sublessor  hereby sublets unto Subtenant and Subtenant  hereby accepts,  as
tenant of Sublessor and upon the terms and conditions  herein set forth,  all of
the property or premises located at the southwesterly corner of the intersection
of Hampton Street and Park Street,  Columbia, South Carolina, which is leased by
Sublessor  under that certain  Ground Lease dated  February 22, 1988 (the "Prime
Lease11) between Hampton Park Associates,  a South Carolina general  partnership
("Prime Landlord") and Sublessor, together with any and all rights and easements
appurtenant  thereto,  buildings and improvements  located thereon, and existing
fixtures and equipment located therein (hereafter  referred to as the "premises"
or  "leased  premises")  . A copy of the  Prime  Lease  has  been  delivered  to
Subtenant and the Prime Lease is incorporated herein by reference.

1. SUBLEASE TERM. The term of this Sublease shall commence as of August 1, 1997,
and shall continue through September 30, 2007. However, Subtenant shall have the
right to terminate this Sublease effective as of September 30, 2002, upon giving
Sublessor written notice of such termination in advance of October 1, 2001.

     Provided Subtenant is not in default under this Sublease as of the date the
notice of extension is given,  Subtenant shall have the right to extend the term
of this Sublease from October 1, 2007,  through  September 30, 2012, upon giving
Sublessor written notice of such extension in advance of October 1, 2006, but no
sooner than October 1, 2005. The term of the Prime Lease ends February 28, 2018,
but  Sublessor  and  Subtenant  do not at this time have any  agreement  for the
extension of the term of this Sublease beyond September 30, 2012.

2. RENTAL.  Except as provided below, the rent payable by Subtenant to Sublessor
hereunder  shall be payable monthly in advance on the first day of each calendar
month,  prorated as to any partial  month,  commencing  as of the earlier of (a)
October 1, 1997,  or (b) the date  Subtenant  opens for the  conduct of business
with the public at the  premises.  Rent payments due from  Subtenant  under this
Sublease shall be payable to Sublessor,  or as directed in writing by Sublessor,
as follows:

     As of the  execution  of this  Sublease,  Subtenant  shall pay to Sublessor
$24,000.00,  representing  (i) a  security  deposit of  $2,000.00  to be held by
Sublessor as provided  under this  Sublease,  and (ii) the prepayment of rent of
$2,000.00  per month due from October 1, 1997,  through  August 31, 1998. If any
rent or prorated rent is due for any period prior to October 1, 1997,  Subtenant
shall pay such in  advance  as of the date  Subtenant  opens for the  conduct of
business  with the public at the  premises.  As of September  1, 1998,  rent due
under this  Sublease  shall be payable  monthly in the amount of  $2,000.00  per
month through September 30, 2007.



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<PAGE>

     If Subtenant exercises its option to extend the term of this Sublease, then
rent due under this  Sublease  during the extended  term shall be  determined as
follows:

     (i)  As of October 1, 2007,  the monthly rent due under this Sublease shall
          be $2,000.00  per month p1us a percentage  thereof  (which in no event
          shall be less than  twenty  percent  (20%) or more than sixty  percent
          (60%)) equal to the percentage  increase in the United States National
          Consumer Price Index, for All Nationwide  Urban  Consumers,  U.S. City
          Average,  All Items  (1982-84  100)  published  by the Bureau of Labor
          Statistics of the United States  Department of Labor (the "CPI"; or if
          such index should not be in use or if the components thereof as of the
          day of the  Sublease or  substantially  altered or revised,  the index
          most nearly comparable  thereto shall be substituted for the specified
          index) over the  preceding ten (10) years ending as of the most recent
          month for which such CPI  statistics  are  available  as of October 1,
          2007; and

     (ii) As of October 1, 2010,  the monthly rent due under this Sublease shall
          be the  monthly  amount  of the  rent for the term  October  1,  2007,
          through  September 30, 2010, as determined  under subsection (i) above
          plus a  percentage  thereof  (which in no event shall be less than six
          percent  (6%)  or more  than  eighteen  percent  (18%))  equal  to the
          percentage  increase  in the CPI over  the  preceding  three  (3) year
          period  ending  as of  the  most  recent  month  for  which  such  CPI
          statistics are available as of October 1, 2010.

          Sublessor shall notify as Subtenant of each such percentage  change in
          the  CPI and  the  amount  of the new  monthly  rent  due as a  result
          thereof,  and  shall  furnish  as  Subtenant  a  copy  of  Sublessor's
          computations thereof.

3.  POSSESSION.  Sublessor  shall deliver to Subtenant  possession of the leased
premises  as of August 1, 1997,  to allow  Subtenant  to enter the  premises  to
inspect the same or to commence any  renovation  allowed  under this Sublease at
any time after August 1, 1997.

4. UTILITIES, MAINTENANCE INSURANCE, AND TAXES. Beginning as of the commencement
date of the term of this Sublease,  any and all charges or expenses  relating to
utilities,  maintenance,  repairs,  insurance,  real estate taxes,  services and
common  area  charges (if any) which may be imposed or required to be paid under
the terms of the Prime Lease shall be paid by Subtenant in full, either directly
or upon demand,  when and as required to be paid in accordance with the terms of
the Prime Lease,  and in such amounts as shall be prescribed or determined under
the  Prime  Lease.  Any such  charges  or  expenses  shall be  prorated  between
Sublessor and Subtenant on a daily basis if they include or relate to any period
prior to the commencement date of this Sublease. Any credits or refunds due from
Prime Landlord as a result of  overpayment,  and any deficits or payments due to
Prime Landlord as a result of underpayment,  of any such charges or expenses due
under the Prime Lease shall be  prorated  and  adjusted  between  Sublessor  and
Subtenant  on a daily basis if they include or relate to any period prior to the
commencement date of this Sublease.

5. HAZARDOUS MATERIALS. Subtenant covenants, warrants, and agrees that Subtenant
and its officers, employees,  customers, invitees and agents shall not engage in
any conduct or activity on, about,  within, or as to the premises which involves
or relates to the handling,  generation,  sale, possession,  storage,  labeling,
treatment,  processing,  discharge,  use,  transportation,   maintenance  and/or
disposal of any  substance or material  classified  under any federal,  state or
local  law as  "hazardous"  or as  otherwise  regulated  by any such  applicable
environmental law. Subtenant agrees to hold harmless and indemnify Sublessor and
Prime Landlord from and against any and all loss,  liability,  claims,  damages,
costs or expenses,  including attorneys' fees and remediation costs, that may be
incurred  by  Sublessor  or Prime  Landlord  resulting  from the  breach  of the
foregoing covenant.



                                       2
<PAGE>

6.  IMPROVEMENTS.  Subtenant shall be responsible for all improvements and costs
incurred in upfitting and renovating the premises for Subtenant's use. Sublessor
shall  cooperate  with  Subtenant  to secure the consent of Prime  Landlord,  if
required, to any signage to be installed or alterations to be made by Subtenant.
Prior to making any  improvements,  alterations  or renovations to the premises,
Subtenant agrees to submit all plans and specifications -to Sublessor for review
and  approval  and to Prime  Landlord  if such  approval  by Prime  Landlord  is
required under the Prime Lease.  Such  improvements,  alterations or renovations
shall be done in a workman-like manner and on a timely basis, in accordance with
all permits and building codes.

     Subtenant has inspected the leased premises and found them suitable for its
purposes as of the date of this  Sublease,  and  Subtenant  agrees to accept the
condition  thereof  as of the  commencement  date  provided  there  has  been no
material adverse change in the condition  thereof as of the  commencement  date.
Sublessor  shall be  responsible  to maintain  the  premises  and the  building,
equipment and fixtures  thereon in good working order from the date hereof until
the commencement  date.  SUBTENANT AGREES TO ACCEPT THE LEASED PREMISES IN AS IS
CONDITION  AND  ACKNOWLEDGES  THAT  SUBLESSOR  HAS  MADE NO  REPRESENTATIONS  OR
WARRANTIES,  EXPRESS OR IMPLIED,  WITH  RESPECT TO THE  CONDITION  OF THE LEASED
PREMISES  INCLUDING,  WITHOUT  LIMITATION,  NO  WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR USE OR PURPOSE.

        Sublessor  agrees that  Subtenant  has the right to change the  existing
signage at the oremises to signage that identifies Subtenant and its business as
the  occupant  of the  premises,  and to change the curbs and  driveways  on the
premises  by creating a  connecting  driveway so that  vehicles  exiting  from a
drive-through  lane may turn left to circle the building and exit to Park Street
and by creating a new exit to Park Street at the upper end of the  drive-through
canopy so that  vehicles  exiting from a  drive-through  lane may turn right and
exit to Park  Street,  provided  such changes are  permitted by the  appropriate
governmental authorities and are made at Subtenant's sole expense.

7. REMOVAL OF  SUBTENANT'S  PROPERTY  All  improvements,  with the  exception of
Subtenant's trade fixtures,  equipment and personal  property,  are to remain as
part of the  premises  after  Subtenant  vacates  the  premises.  Provided  that
Subtenant  is not then in  default,  Subtenant  shall have the right at any time
during the term of this  Sublease  to remove or replace its trade  fixtures  and
equipment  placed or  installed  on the  premises  which may be removed  without
material  injury to the  realty.  Any damage to the leased  premises or any part
thereof  caused by such  removal  shall be repaired by Subtenant at its cost and
expense.

8. USE AND  ASSIGNMENT.  Subtenant shall be permitted to use the leased premises
only as  drive-through  branch  banking  facility  subject,  however,  to zoning
ordinances, rules, regulations, laws, ordinances,  statutes, and requirements of
all governmental authorities, and any board of fire insurance underwriters,  and
any  similar  bodies  having   jurisdiction   thereof,   and  such   conditions,
restrictions and other encumbrances, if any, to which the leased premises may be
subject under the Prime Lease or  otherwise.  Subtenant  shall not,  without the
prior  written  consent of Sublessor and of Prime  Landlord,  use or allow to be
used said  leased  premises  for any  purpose  other than that above  mentioned.
Subtenant  shall neither assign this Sublease (by operation of law or otherwise)
nor  sublet  the  whole or any part of the  leased  premises  without  the prior
written  consent of  Sublessor  and of Prime  Landlord if and as required by the
Prime Lease;  however,  Sublessor  acknowledges its consent to the assignment of
this  Sublease or the  subletting  of the  premises by  Subtenant to any parent,
affiliate or subsidiary  company of Subtenant or to and successor to Subtenant's
interest  as a result of merger or the sale of all or  substantially  all of the
banking assets of Subtenant.

        In no event may the leased  premises be used for any illegal or improper
purposes  nor  snall  Subtenant  permit,  allow or  cause  any act or deed to be
performed  or any  practice  to be  adopted or  followed  in or about the leased
premises  which shall cause or be likely to cause injury or damage to any person
or the leased premises or which would constitute a nuisance. Subtenant agrees to
comply,  at its sole cost and expense,  with all  applicable  laws,  ordinances,
rules, regulations, and requirements of governmental or other regulatory bodies,
commissions  or agencies  as to the use and  operation  of the leased  premises.
Subtenant  shall be responsible  for compliance  with Title III of the Americans


                                       3
<PAGE>

Disabilities  Act if and when such compliance is legally  required,  such as the
removal of  architectural  barriers to access where readily  achievable  and the
provision of auxiliary aides necessary to ensure effective  communications  with
members of the public. Subtenant will deliver to Sublessor copies of any and all
citations,   orders,   notices  or  other   governmental   materials   or  other
communications  received  with respect to the  operation  or use of  Subtenant's
business at the leased premises.

9. INDEMNITY AND INSURANCE FOR SUBLESSOR.  Subtenant agrees to hold harmless and
to indemnify  Sublessor  and Prime  Landlord from and against any and all claims
arising from injury to persons, loss of life, or damage to property occurring in
or about  Subtenant's  leased  premises  and from and against any and all costs,
expenses and liabilities  (including  without limitation  reasonable  attorneys'
fees) incurred by Sublessor or Prime Landlord, in connection with any such claim
or proceeding based thereon,  to the extent such injury,  loss of life or damage
arises out of the  negligence or willful act or failure to act of Subtenant,  or
any  officer,  employee,  agent,  contractor  or licensee of  Subtenant,  or any
visitor, guest or invitee of Subtenant.

     Subtenant shall at all times during the term hereof and at its own cost and
expense,  procure and continue in force all insurance required to be provided by
Sublessor  under the  Prime  Lease  and  naming  Prime  Landlord  as an  insured
thereunder  as  required  by the Prime  Lease  and,  in  addition,  (i) a hazard
insurance  policy in the amount of 100% of the replacement cost of the buildings
and relating  improvements on the premises naming  Sublessor and Prime -Landlord
as an additional insured, and (ii) a liability insurance policy naming Sublessor
and Prime Landlord as additional  insured providing  coverage against liability,
injury or death of any person in connection with the use, operation or condition
of the leased premises, in an amount of not less than $1,000,000 combined single
limit for bodily injury and property  damage.  Subtenant shall be responsible to
insure its own trade  fixtures,  equipment and personal  property at Subtenant's
own expense.  Subtenant shall deliver to the Sublessor and Prime Landlord,  upon
regues  Certificates  of Insurance  evidencing the existence and amounts of such
insurance with loss payable clause satisfactory to Sublessor and Prime Landlord.
No such policy shall be  cancelable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to Sublessor and
Prime Landlord by the insurer. Subtenant shall, within twenty (20) days prior to
the  expiration of such  policies,  furnish  Sublessor  and Prime  Landlord with
renewals or binders, or Sublessor or Prime Landlord may order such insurance and
charge the cost to  Subtenant,  which amount shall be payable by Subtenant  upon
demand.  Sublessor and Prime Landlord shall not be liable for any damages to the
leased premises or for any loss,  damage or injury to any person or any property
of Subtenant  therein or thereon  occasioned  by bursting,  rupture,  leaking or
overflow of any plumbing or other pipes (including  without  limitation,  water,
steam and/or refrigerant lines) sprinklers, tanks, drains, drinking fountains or
wash stands, or other similar cause in, above, upon or about the leased premises
or the building in which the leased premises are located.

10. RIGHT OF ENTRY.  Sublessor and Prime  Landlord shall have the right to enter
the leased premises during normal  business  hours,  .provided.  that such entry
does not unreasonably  interfere with the operation of Subtenant's  business, to
examine  the  condition  of the same,  to take any actions or perform any duties
required  of  Sublessor  or Prime  Landlord  under the Prime Lease or under this
Sublease, or to exercise or enforce its rights under this Sublease.

11. PRIME LEASE.  This  Sublease is made  specifically  subject to the terms and
provisions of the Prime Lease.  Nothing herein contained is intended or shall be
construed to grant  Subtenant any rights with respect to the leased  premises in
excess of  Sublessor's  rights as lessee under the Prime Lease.  During the term
hereof,  Subtenant shall observe and perform all terms, covenants and conditions
of the Prime  Lease which are to be  observed  or  performed  on the part of the
lessee  thereunder,  unless  specifically  stated otherwise under this Sublease.
Subtenant  shall  indemnify  and hold  Sublessor  harmless  from and against all
claims,  damages,  costs and expenses (including  reasonable attorneys' fees) in
respect to the  non-observance or non-performance by Subtenant of any such terms
or conditions of the Prime Lease. Further, Subtenant shall neither do nor permit
anything  to the done which  would  cause the Prime  Lease to be  terminated  or
forfeited by reason of any right of termination or forfeiture reserved or vested
in Prime  Landlord,  except  for the  termination  of the  Prime  Lease by Prime
Landlord not caused by the default of Subtenant,  and Subtenant  shall indemnify
and hold  Sublessor  harmless  from and against all claims,  damages,  costs and
expenses  (including  reasonable  attorneys'  fees) of any kind  whatsoever,  by
reason of any breach or default on the part of  Subtenant by reason of which the
Prime Lease may be terminated or forfeited.

                                       4
<PAGE>

     Sublessor  covenants that  Subtenant  shall  peacefully  hold and enjoy the
leased  premises  during the term of this  Sublease for so long as the Subtenant
perrorms  its  agreements  hereunder  and so  long  as the  Prime  Lease  is not
terminated  by reason of matters  or events  outside  of  Sublessor'  5 control.
Sublessor  shall hold harmless and indemnify  Subtenant from and against any and
all claims,  damages or loss, including reasonable attorneys' fees, arising from
Sublessor's failure to observe any terms or perform any of its obligations under
the Prime Lease,  other than those obligations under the Prime Lease that are to
be performed by Subtenant as provided under this Sublease.

     Sublessor shall give to Subtenant, and Subtenant shall give to Sublessor, a
copy of any notice received from Prime Landlord relating to the Prime Lease, and
in the event the party who has the  responsibility  under this  Sublease to cure
such  default  under the Prime  Lease fails to do so, the other party shall have
the  right,  but  not  the  obligation,   to  cure  such  default  and  to  seek
reimbursement  from the  defaulting  party for any and all  costs and  expenses,
including reasonable attorneys' fees, incurred in curing such default.

     Sublessor agrees to cooperate and respond reasonably as to any request from
Subtenant for  assistance in dealing with Prime Landlord to secure for Subtenant
the enjoyment  and  realization  of any and all of the rights and  privileges of
Sublessor  under the Prime Lease to which  Subtenant may be entitled  under this
Sublease.

12.  EVENTS OF  DEFAULT.  As used in the  Sublease,  the term "Event of Default"
shall mean any of the following:

     A.  Subtenant's  failure  to make  payment  of rent or other  sum  required
hereunder,  which failure shall continue uncured for five (5) days after its due
date or written notice from  Sublessor,  as  applicable,  written notice thereof
from  Sublessor  being required to-be given only two (2) times during any twelve
(12) month period;

     B. Subtenant's failure to keep, perform or observe any other term, covenant
or condition  hereof,  which  failure shall  continue  uncured for ten (10) days
after  written  notice from  Sublessor  (specifying  such  failure),  or if such
failure by its nature cannot be cured within ten (10) days,  if Subtenant  shall
not have  commenced  the cure  within  ten (10)  days  after  such  notice,  and
thereafter diligently and continuously prosecuted it to completion;

     C.  Subtenant  makes a  transfer  in  fraud  of its  creditors  or makes an
assignment for the benefit of its creditors;

     D. A receiver,  trustee or custodian is appointed for all or  substantially
all of Subtenant's assets, or for Subtenant's leasehold interest hereunder;

     E.  Subtenant's  personal  property  used in  connection  with  the  leased
premises is taken on execution or similar process; or

     F. Subtenant's  failure to discharge or bond, within twenty (20) days after
the filing thereof, any mechanics or materialman's lien filed against the leased
premises as a result of any work performed at the leased premises contracted for
by Subtenant.

13.  SUBLESSOR'S  REMEDIES  UPON  DEFAULT.  Upon  the  happening  of an Event of
Default, Sublessor, at its option and at any time thereafter, may:

     A. If Sublessor shall so elect,  and without any obligation to do so, cause
such  Event of  Default  to be  remedied  in such  manner  and by such  means as
Sublessor may deem proper,  and the cost and expense thereof paid or incurred by
Sublessor,  including reasonable attorneys' fees, if any, together with interest
thereon to the date of payment, shall constitute additional rent hereunder,  and
the same shall be due and payable by Subtenant upon demand; or



                                       5
<PAGE>

     B. Terminate Subtenant's right to possession of the leased premises without
terminating  this Sublease and require  Subtenant to vacate the leased premises,
without  prejudice to other  remedies;  and in such event,  Sublessor  shall use
reasonable  efforts to re-let the premises  upon such terms as  Sublessor  shall
determine in  mitigation  of its damages,  but  Subtenant  shall  continue to be
liable to Sublessor hereunder for all rental and other charges payable hereunder
for the remainder of the term of this Sublease (with such rental to be offset by
any rental  received by Sublessor  upon the  re-letting of the premises) and for
all damages  resulting from such default,  including  costs to clean,  renovate,
re-lease, re-upfit or alter the premises for rental to other parties; or

     C.  Terminate  this  Sublease  and require  Subtenant  to vacate the leased
premises,  and  exercise  any other  remedies  available to Sublessor by law, in
equity,  or  otherwise  and sue for all  damages  resulting  from  such  default
including costs to clean, renovate,  release, re-upfit or alter the premises for
rental to other parties.

14. SURRENDER. At the expiration of the tenancy hereby created,  Subtenant shall
surrender the leased  premises in the same  condition  that the leased  premises
were in upon delivery of possession thereof under this Sublease, reasonable wear
and tear, loss or damage by casualty, and permitted alterations excepted,  shall
at -its expense clean-up said leased premises,  and shall surrender all keys for
the leased premises to Sublessor.  Subtenant shall, at such time, remove all its
personal  property,  equipment and trade fixtures and shall repair any damage to
the leased premises caused thereby,  and any or all such property not so removed
shall, at Sublessor's  option,  become the exclusive property of Sublessor or be
disposed of by Sublessor without further notice to or demand upon Subtenant.

     If Subtenant  holds over in  possession  of the leased  premises  after the
termination of this  Sublease,  however such  termination  may be brought about,
Subtenant  shall pay rent for the entire  holdover  period at double the monthly
rental as provided  herein,  and shall pay all damages incurred by Sublessor and
all reasonable  attorneys' fees and expenses  incurred by Sublessor in enforcing
Sublessor's  rights hereunder if Sublessor must enforce such rights.  No holding
over by Subtenant after the termination of this Sublease shall operate to extend
this Sublease other than as a tenancy at will.

     Termination  at the  expiration of this term shall be without the necessity
of any notice from either  Sublessor or Subtenant  and  Subtenant  hereby waives
notice to vacate the premises and agrees that Sublessor shall be entitled to the
benefit of all provisions of law  respecting the summary  recqvery of possession
of premises from a tenant holding over to the same extent as if statutory notice
had been given.

15. NOTICES. Any notice, communication, request or other document required under
this  Sublease to be given to Sublessor or  Subtenant,  shall be effective  when
personally  served,  or if mailed,  when !deposited for delivery as certified or
registered mail, return-receipt requested, to the following addresses:

If to Sublessor:               FIRST UNION NATIONAL BANK OF SOUTH CAROLINA
                               Corporate Real Estate Division
                               1420 Two First Union Plaza
                               Charlotte, North Carolina   28288-0340
                               Attention: Property Management

If to Subtenant:               BANK OF COLUMBIA, N.A.
                               Attention:  Harry Brown
                               P.O. Box 11671
                               Columbia, South Carolina 29211-1671

     Either  party  may,  from time to time,  change  the  address at which such
written notices,  communications,  requests or other documents or demands are to
be mailed, by giving the other party written notice of such changed address.

16.  SUBORDINATION  AND ENCUMBRANCE.  This Sublease shall not be subordinated by
Subtenant  to or pledged as  collateral  for any  financing  by  Subtenant,  and
Subtenant shall not encumber the -premises or its leasehold  interest under this
Sublease.



                                       6
<PAGE>

17. MISCELLANEOUS.  ThIs Sublease may be executed in several counterparts,  each
of which shall be deemed an original and such counterparts  shall constitute but
one and the same  instrument.  This Sublease  shall be binding upon and inure to
the benefit of the parties and their respective  heirs,  legal  representatives,
successors and permitted  assigns.  It is hereby  understood and agreed that the
relationship  of the parties  hereto is strictly that of sublessor and sublessee
of the leased  premises,  and  Sublessor  has no  ownershlD  in the  Subtenant's
business  and  this  Sublease  shall  not be  construed  as a joint  venture  or
partnership,  and  Subtenant  is not and  shall  not be deemed to be an agent or
representative of Sublessor. This Sublease shall be governed by and construed in
accordance with the laws of South Carolina.

18.  BROKERS.  Sublessor  shall be  responsible  for  payment of the real estate
commission  due the real estate  brokers  engaged by Sublessor  and Subtenant in
connection with the subleasing of the premises,  being CB Commercial Real Estate
Group, Inc. and DDMS Real Estate, Inc.,  respectively,  under the terms of their
separate agreement(s) regarding such commissions. ExceDt for the commissions due
such brokers,  the parties  represent  each to the other that there have been no
other brokers involved in this transaction and that no other commissions are due
and owing to any other person or entity.

19.  ENTIRE  AGREEMENT  This  Sublease,   including  the  applicable  terms  and
conditions of the Prime Lease, contains the entire agreement between the parties
hereto  in  connection  with the  matters  set  forth  herein  and all  prior or
contemporaneous  oral or  written  agreements  regarding  the same shall have no
force or effect.  This  Sublease  may not be  modified  or  amended  except by a
written  agreement  signed  by the  parties  hereto.  If any  provision  of this
Sublease (or portion  thereof) shall prove to be  ineffective  or invalid,  such
ineffectiveness  or invalidity  shall not affect any of the other provisions (or
portions thereof) of this Sublease.

20. CASUALTY OR CONDEMNATION. In the event a material portion of the premises is
taken by reason of  condemnation  and Subtenant,  in its reasonable  discretion,
determines  that the  remaining  portion of the premises is not suitable for the
conduct of its business,  then  Subtenant may terminate  this Sublease by giving
notice of termination  to Sublessor  within thirty (30) days after the effective
date of the taking by condemnation.  If, however,  Subtenant determines that the
remaining  portion  of the  premises  would  be  suitable  for  the  conduct  of
Subtenant's  business,  then this  Sublease  shall  continue,  but the amount of
rental shall be reduced in proportion to the reduced useability of the remaining
portion of the premises. Subtenant shall not be entitled to receive condemnation
proceeds  relating  to any such taking of the  premises or any portion  thereof.
This  Sublease  shall  not be  terminated  in the event of any  casualty  to the
premises  and no such  casualty  shall  result in any  abatement in the rent due
under this Sublease.

     If the facts and  circumstances  shall  exist and  occur  that  would  give
Sublessor  the  right  to elect to  terminate  the  Prime  Lease  by  reason  of
condemnation  of the premises or damage  thereto,  if and as provided  under the
Prime Lease, then the following provisions shall be applicable:

     (a)  If as a result of the forgoing  Subtenant  desires to  terminate  this
          Sublease,  then  Sublessor  agrees that it will either  terminate  the
          Prime Lease and this Sublease or terminate just this Sublease (thereby
          retaining  unto Sublessor its rights under the Prime Lease for its own
          purposes) ; and

     (b)  If by reason of the  foregoing  Subtenant  does not want to  terminate
          this Sublease,  Sublessor  shall still have the right to terminate the
          Prime Lease and/or this Sublease, but Sublessor agrees not to elect to
          so  terminate  the Prime  Lease  and/or  this  Sublease  provided  (i)
          Subtenant  pays any costs and fees  required  in  connection  with the
          repair,  restoration  or  reconstruction  of any  improvements  on the
          premises that would not be covered by the terms of the Prime Lease and
          (ii)  Subtenant  agrees to pay any rental or other fees that Sublessor
          would  otherwise  remain  responsible to pay under the Prime Lease for
          the remainder of the term of this Sublease.



                                       7
<PAGE>

21.  SECURITY  DEPOSIT Upon the  execution  of this  Sublease,  Subtenant  shall
deposit with  Sublessor the sum of $2,000.00 to be held by Sublessor as security
for the  performance  by Subtenant of the terms and conditions of this Sublease.
Sublessor  shall be  entitled  to use,  apply or retain  all or any part of this
security  deposit to the extent  required to cure any default by Subtenant,  for
any rent due and owing Sublessor at the expiration of this Sublease,  or for any
sums which  Sublessor  is required to expend to restore the premises to the same
condition the premises were in at the  commencement  of this Sublease,  ordinary
wear and tear, loss or damage by casualty,  and permitted  alterations excepted.
In the event  Subtenant  shall  fully  comply  with the terms of this  Sublease,
Sublessor shall return the security  deposit,  or the remaining portion thereof,
without interest,  to Subtenant within thirty (30) days after the expiration and
termination of this Sublease.

22. CONTINGENCY.  If Sublessor is unable to secure an acceptable  agreement from
Prime Landlord, to the extent required under the Prime Lease, consenting to this
Sublease on or before April 15,  1997,  then  Sublessor  shall have the right to
terminate  this  Sublease  by  giving  notice to  Subtenant  of the  failure  of
Sublessor to secure such agreement from Prime Landlord,  and effective as of the
giving of such notice,  this  Sublease  shall be  terminated  and shall be of no
further  force or effect,  and any  security  deposit  or prepaid  rent shall be
returned to Subtenant.

     If  Subtenant  is  unable  to  secure  approvals  from all bank  regulatory
agencies and authorities  required for the relocation of Subtenant's branch bank
operation to the leased  premises  within sixty (60) days after the date of this
Sublease,  then  Subtenant  shall have the right to terminate  this  Sublease by
giving notice to Sublessor of the failure of Subtenant to secure such approvals,
and effective as of the giving of such notice, this Sublease shall be terminated
and shall be of no further force or effect,  and any security deposit or prepaid
rent shall be returned to Subtenant.

     IN WITNESS WHEREOF, Sublessor and Subtenant have caused this Sublease to be
duly executed and their respective seals to be duly affixed  effective as of the
day and year first above written.

                              [SIGNATURES OMITTED]