Exhibit 10.7

                                 LEASE AGREEMENT


This Lease  Agreement  (this "Lease") made to be effective as of the 15th day of
January 2003 between Thomas B. Goodkind,  John M. Goodkind,  Rachel A. Goodkind,
Daniel M.  Goodkind,  Robert F.  Goodkind and Walter L.  Goodkind,  having their
principal office at 15 Hiawatha  Heights,  Woodstock  Valley,  Connecticut 06282
(collectively,  "Lessor") and CAROLINA  NATIONAL BANK AND TRUST COMPANY,  having
its  principal  office at 1350  Main  Street,  Columbia,  South  Carolina  29201
("Lessee").

                                   WITNESSETH:

Lessor leases to Lessee and Lessee leases from Lessor, the lot or parcel of land
containing  approximately  8,112 square feet known as 1340 Sumter Street located
in Richland  County,  South  Carolina more  particularly  described in Exhibit A
attached  hereto,   together  with  all  other   improvements   located  thereon
(collectively, the "Premises").

                                    ARTICLE 1
                                  TERM; RENEWAL

         1.01 The initial  term of this Lease shall be for seven (7) years.  The
initial term of this Lease shall  commence on the date the Lease is fully signed
by Lessor and delivered to Lessee (the "Commencement  Date") and end at midnight
on the last day of January, 2010 (the "Expiration Date").

         1.02 If Lessee shall  remain in  possession  of the Property  after the
expiration  of either the  initial  term of this Lease or of any  extended  term
without  Lessor's consent it shall not be deemed or construed to be a renewal or
extension  of this  Lease  but shall  only  operate  to create a  month-to-month
tenancy  at  a  rate  equal  to  150%  of  the  previous   rate  paid  and  said
month-to-month tenancy may be terminated by either party at the end of any month
upon 30 days prior written notice to the other party.

         1.03 Lessee's entry into, and taking  possession of, the Property shall
constitute  Lessee's  acknowledgment that the Property is in good and tenantable
condition at the beginning of the term hereof.  At the time of execution of this
Lease  or at any  time  thereafter,  Lessor  shall  be under no duty to make any
alterations or repairs to the Property not specifically set forth in this Lease.

         1.04 If Lessor is unable to deliver possession of the Property upon the
date the term of this Lease is to commence,  then neither  Lessor nor its agents
shall be  liable  for any  damages  caused  to Lessee by reason of the delay nor
shall this Lease become void or voidable; however, except as otherwise expressly
provided,  Lessee  shall not be liable  for the  payment  of rent  until  Lessor
delivers possession.

         1.05 Lessee  shall have the option to extend the term of this Lease for
three (3)  additional 5- year term  ("Option  Period(s)")  by providing  written
notice to

<PAGE>

Lessor of its election to extend the term,  such notice to be given at least 180
days prior to the  expiration of the  then-current  term. If a renewal option is
not elected  and  written  notice not given to Lessor at least 180 days prior to
the  expiration  of the  then-current  term,  Lessee  agrees to vacate  premises
completely by the expiration date of the term.

                                    ARTICLE 2
                                  RENT PAYMENTS

         2.01 The net  monthly  rental  (the "Net  Rent") for the first five (5)
years of the  initial  term shall be equal to  $2,500.00  per month pro rated as
necessary for any partial month during the term.  After the first five (5) years
of the initial term, Net Rent for each  succeeding  five (5) years will increase
by 15% over the prior period.

         2.02 Lessor  shall  receive the Net Rent free from all taxes,  charges,
expenses,  and  reductions  of every  description  for each  lease year in equal
monthly  installments,  due and payable to Lessor on the first day of each month
throughout the term of this Lease, with such payments commencing as of the first
day of  January  1,  2003.  All  rental  payments  shall be made at the  address
specified  above or such other  location as  specified in writing by Lessor from
time to time.

         2.03  Lessee  shall pay to Lessor all other sums that may become due or
be payable by Lessee under this Lease, at the time and in the manner provided in
this Lease.  All of such other sums so to be paid may, at  Lessor's  option,  be
deemed to be additional rent, and in the event of non-payment, Lessor shall have
all  the  rights  and  remedies  provided  in  this  Lease  in the  case  of the
non-payment of rent.

                                    ARTICLE 3
                               USE AND MAINTENANCE

         3.01 The Property shall be utilized for the purpose of locating  teller
windows, pneumatic tubes, an ATM machine and for all lawful purposes incident to
a branch banking  facility.  No additional  uses shall be permitted  without the
prior  written   consent  of  Lessor,   which  consent  shall  not  be  withheld
unreasonably  so long as such use does not  decrease  or impair the value of the
Property.

         3.02 The  Property  shall be kept in good order and repair by Lessee at
Lessee's  sole  cost  and  expense,  and  Lessee  shall  make  all  repairs  and
replacements,  ordinary  as  well as  extraordinary,  foreseen  and  unforeseen,
structural or otherwise,  that may be necessary or required in or about the same
so that at all times the Property, including all components,  systems, fixtures,
common areas, roof repair, roof maintenance,  landscape maintenance, parking lot
maintenance and repair and site improvements shall be in good order,  condition,
and repair.

         3.03 No Hazardous Materials shall be permitted to be generated, stored,
handled or disposed of on or about the Property;  provided,  however,  that this
provision  shall not be applicable to materials  located on the Property used by
occupants


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<PAGE>

in the normal  course of business so long as the same are stored,  utilized  and
disposed  of  in  accordance  with  all  applicable  Governmental   Requirements
(hereafter  defined)  and are of a type and  quantity  normally  found in office
buildings and other Property dedicated to the uses permitted herein and which do
not represent any material  danger to persons or property if an accident were to
occur with respect thereto.

                                    ARTICLE 4
                              COMPLIANCE WITH LAWS

         4.01  Throughout the term of this Lease,  Lessee shall, at its own cost
and expense,  promptly  observe and comply with all laws,  orders,  regulations,
rules,  ordinances,  and  requirements of the Federal,  State,  County and local
Governments,  including all Environmental Laws (as defined in Article 28) and of
all of their  administrative  departments,  bureaus,  officials and of the local
fire  insurance  rating  organization,  and of all insurance  companies  writing
policies covering the Property or any part thereof,  whether those laws, orders,
regulations,  rules,  ordinances,  or requirements relate to structural repairs,
changes, or alterations to or in and about the Property or to repairs,  changes,
or  alterations  incident  to or as the result of any use or  occupation  of the
Property,  or use of the  adjacent  sidewalks,  and  whether the same now are in
force,  or  that  may,  at any  time  in the  future,  be  enacted  or  directed
(collectively  "Governmental  Requirements");  and  Lessee  shall pay all costs,
expenses, claims, fines, penalties, and damages that may in any manner arise out
of or be  imposed  because  of the  failure  of  Lessee  to  comply  with  these
covenants.

         4.02 Lessee,  after notice to Lessor,  may, by appropriate  proceedings
conducted  promptly  at its own  expense,  in its name or  (whenever  necessary)
Lessor's  name,  contest in good faith the validity or  enforcement  of any such
law,  order,  regulation,   rule,  ordinance,  or  requirement,  and  may  defer
compliance  therewith provided that (a) such non-compliance shall not constitute
a crime on the part of  Lessor,  (b)  Lessee  shall  diligently  prosecute  such
contest  to  final  determination  by the  court,  department,  or  governmental
authority or body having final jurisdiction, and (c) Lessee shall furnish Lessor
with such  security as Lessor may  reasonably  request in  connection  with that
contest.  Lessor agrees to cooperate  reasonably with Lessee, and to execute any
documents or pleadings reasonably required, for the purpose of any such contest,
provided  that Lessee  shall  discharge  any expense or  liability  of Lessor in
connection therewith.

                                    ARTICLE 5
                            SURRENDER AT END OF TERM

         5.01 Lessee shall surrender and deliver up the Property,  including all
systems and fixtures used in connection  with the operation of the Property (but
not movable  trade  fixtures and  equipment of  occupants in  possession  of the
Property,  all of which shall be retained by Lessee and removed by Lessee at its
expense,  with all damage and unsightly  conditions caused by such removal to be
repaired at the  expiration of this Lease or sooner  termination  in good repair
and condition, reasonable wear and tear thereof excepted.



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<PAGE>

                                    ARTICLE 6
                                MECHANICS' LIENS

         6.01  Lessee  shall have no power to subject  the  Property or Lessor's
interest in the Property to any mechanics' or other liens.  If any mechanics' or
other  liens or  order  for the  payment  of money  shall be filed  against  the
Property or any building or  improvement  thereon by reason of or arising out of
any labor or  material  furnished  or  alleged to have been  furnished  or to be
furnished to or for Lessee at the  Property,  or for or by reason of any change,
alteration,  or addition or the cost or expense thereof or any contract relating
thereto,  Lessee  shall cause the same to be  discharged  of record  against the
Property,  by bond or  otherwise  as  allowed  by law at the  expense of Lessee,
within 30 days after written demand therefor, and shall also defend on behalf of
Lessor at Lessee's sole cost and expense,  any action,  suit, or proceeding that
may be brought  thereon or for the  enforcement of those liens,  lien or orders,
and  Lessee  shall  save  harmless  Lessor  from any  judgment,  claim or damage
resulting therefrom.

                                    ARTICLE 7
                          UTILITIES AND OTHER SERVICES

         7.01 Lessee shall be solely responsible for the payment of all sums due
for electrical,  natural gas, sewer, water and other utility service provided to
the Property,  as well as all other services required to operate the Property in
accordance  with the terms of this  Lease,  including  trash  removal  services,
heating,  air conditioning and ventilation and other system  contracts,  private
security  services,  landscaping and exterior  maintenance  services and outside
lighting. All payments due hereunder shall be made in a reasonably timely manner
to assure proper operations of the Property on a continuing basis.

                                    ARTICLE 8
                            INDEMNIFICATION OF LESSOR

         8.01 Lessee shall keep, save, and hold harmless Lessor from any and all
loss, damage,  claims or causes of action (including reasonable attorneys' fees)
arising out of or related  directly or indirectly  to Lessee's  occupancy of the
Property during the term of this Lease,  including (without  limitation) acts or
omissions  of  Lessee,   Lessee's  agents  or  servants  involving   negligence,
recklessness,  intentional  misconduct  or failure of Lessee to comply with this
Lease.

         8.02 Without  limiting the foregoing,  Lessee shall  indemnify and hold
Lessor harmless from and against any and all damages,  penalties, fines, claims,
liens,  suits,  liabilities,  costs (including  clean-up  costs),  judgments and
expenses (including attorneys',  consultants', or experts' fees and expenses) of
every kind and nature  suffered  by or  asserted  against  Lessor as a direct or
indirect result of any violation of any  Environmental  Law by Lessee during the
term of this Lease on or about the Property.



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<PAGE>


                                    ARTICLE 9
                         CASUALTY INSURANCE; RESTORATION

         9.01 Lessee  shall at all times  during the term of this Lease,  at its
own  expense,  insure  and  keep  insured  by  responsible  insurance  companies
authorized to do business in South  Carolina and which is rated A+ by the latest
Best  Guide  unless  otherwise   approved  by  Lessor,   the  Property  and  all
alterations,  extensions,  and improvements  thereto and  replacements  thereof,
against  loss or damage by fire and the risks  contemplated  within the extended
coverage  endorsement,  including loss of rent coverage (as such  endorsement in
the broadest  form may  customarily  be written in that state from time to time)
and against such other risks as shall  reasonably  be required by Lessor,  or as
shall be required by any Institutional Lender (as defined in Article 28) holding
a mortgage  and/or  security  interest on and/or in the  Property,  in an amount
equal to the full replacement value, from time to time, of the Property.  Lessee
agrees to pay the premiums on this insurance,  as and when those premiums become
due and  payable,  and  promptly to deliver to and deposit  with Lessor all such
policies  of  insurance  with due proof of payment of  premiums,  and to deliver
renewal policies,  with such proof, to Lessor within 25 days prior to expiration
of the  policies.  All  policies of fire and other  insurance  described in this
Section 9.01 shall be for the benefit of, Lessor,  Lessee, and any Institutional
Lender holding an Institutional  Mortgage on Lessor's  interest in the Property,
as their  interests may appear,  but the interest of any such mortgagee shall be
covered by the customary mortgagee endorsement employed in South Carolina.

         9.02 If during the term of the Lease of the  Property  shall be damaged
or  destroyed  by fire or any other  casualty  which is covered by the policy of
insurance  required  pursuant  to  Section  9.01  and the net  proceeds  of such
insurance  are paid to Lessee in  accordance  with  Section  9.05,  Lessee shall
thereafter  commence and diligently  prosecute to  completion,  at Lessee's sole
expense,  the repair or rebuilding of the Property or portion  thereof which was
damaged,  in a good and  workmanlike  manner using  materials of first grade and
quality (which materials shall be at least as good quality as the materials used
originally  in  the  improvements),  in  accordance  with  the  same  plans  and
specifications in accordance with which the Property were originally constructed
or such other plans and specifications  satisfactory to Lessee and Lessor, which
Lessor shall not unreasonably disapprove;  provided,  however, that the Property
upon  completion  of such repair or  rebuilding  shall have a value which is not
substantially  less  than the  value of the  Property  immediately  prior to the
damage or  destruction.  Lessee  shall be  responsible  for the  payment  of all
deductibles on such insurance.  Notwithstanding the foregoing,  in the event the
Property  is damaged or  destroyed  at any time during the last two years of the
initial  term or any  option  period  and if the cost to repair or  replace  the
Property exceeds 66 2/3% of the replacement  value of the Property,  then Lessee
may,  at its  option,  terminate  this Lease upon such date as is set forth in a
written  notice  given to  Lessor  within  30 days of the date of the  damage or
destruction;  provided,  however,  that the date of termination shall be no less
than 5 and no more  than 60 days  after the  notice  date.  If Lessee  should so
terminate this Lease, all of the net proceeds of such insurance shall be paid to
Lessor.

         9.03 Lessee shall not be entitled to any  abatement of rent,  nor shall
its  obligations  under this Lease be terminated  during the term of this Lease,
except as provided in 9.02 above.


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<PAGE>

         9.04 In the event of damage to or  destruction  of the  Property  which
involves less than $100,000,  all insurance proceeds shall be retained solely by
Lessee and  utilized as provided  above.  In the event of damage or  destruction
which involves more than $100,000,  all proceeds of insurance  shall be escrowed
in  a  manner  reasonably   acceptable  to  Lessor  and  Lessee  and  procedures
established  to pay all repair costs and ongoing  obligations  under this Lease,
including the following:

               A. Stage  payments  shall be made as the work of  restoration  is
prosecuted by Lessee. Each stage payment shall equal 90% of the cost of the work
duly  certified to have been  completed from the time of the making of the prior
stage payment to the date of  requisition of the then current  payment,  and any
balance  remaining shall be paid upon due  certification to Lessor of completion
of the restoration. All payments shall be received by Lessee in trust to pay the
cost of  restoration,  and shall not be  commingled  with any of Lessee's  other
funds.

               B. No payment of any insurance  proceeds  shall be required to be
made by the  escrow  agent to  Lessee  until  Lessee  shall  have  expended  for
restoration  an amount  equal to the excess of any loss over the amount  paid by
the insurance carrier on the loss as adjusted, and due proof of payment for that
excess shall have been submitted by Lessee to Lessor.

               C.  All  plans  and  specifications  for  the  restoration  and a
detailed  budget  therefor  shall be subject to the written  approval of Lessor,
with such approval not to unreasonably be withheld.

               D. Sections  9.04(A)  through (C) are subject to such  additional
reasonable requirements as may be reasonably imposed by any Institutional Lender
holding  a  mortgage  on  Lessor's  interest  in the  Property  relative  to the
disbursement  of  insurance  proceeds,  and  Lessee  agrees to comply  with such
requirements.

                                   ARTICLE 10
                                  CONDEMNATION

         10.01 If any  governmental  entity shall at any time during the term of
this Lease  lawfully  condemn and by reason  thereof  acquire  title to Lessor's
interest in the Property, in or by condemnation  proceedings in pursuance of the
law,  general,  special,  or  otherwise,  Lessor shall be entitled to and shall,
except as hereinafter  provided,  receive any award that may be made,  including
the award,  if any, to Lessee for the value of the unexpired term of this lease,
and Lessee  shall and does hereby  assign and  transfer to Lessor any award that
may be so made to Lessee for any  damages to the term of years set forth in this
Lease.  This  assignment  shall not include any award for taking of or damage to
the trade fixtures of Lessee, or its subtenants.

         10.02 In the event of a taking by  condemnation as described in Section
10.01, this Lease (except as hereinafter  provided) shall nevertheless  continue
and the Net Rent to be paid by Lessee shall not be reduced;  provided,  however,
that in such  event  Lessor  will  apply (or cause to have  applied)  any sum so
awarded  toward the cost of restoring that Property as nearly as possible to the
condition  in which it was before that taking.  In any event,  Lessee shall make
that restoration and Lessor, upon payment of the award, shall apply (or cause to



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<PAGE>

be applied)  toward the cost of that  restoration the said award as and when the
same shall be required by Lessee to pay the cost of that restoration in the same
manner as a casualty loss in accordance with Article 9 hereof.

                                   ARTICLE 11
                            CURING LESSEE'S DEFAULTS

         11.01 Should Lessee fail to perform any of its  obligations  under this
Lease  within 30 days after the giving of written  notice to Lessee  (but in any
event,  regardless  of that  notice or the lack  thereof,  promptly  before  the
accrual  of any  penalty  as  provided  by law or by  any  mortgage  held  by an
Institutional  Lender (as defined in Article 28) superior to this Lease,  Lessor
may perform those  obligations  and add any such sum or sums paid or expended in
that performance to any rent then due or thereafter falling due under this Lease
with like effect as if an  original  part of that  installment,  and that sum or
sums shall be and become additional rental.  This Article 11, however,  does not
grant  Lessee any license or  privilege  to allow the Property to be without the
insurance  coverage provided by Article 9, or Lessee to be without the liability
insurance  protection provided by Article 19, and the failure promptly to comply
with Articles 9 and 19 shall privilege Lessor to place immediately the necessary
insurance,  and the cost thereof shall be  additional  rent and  collectible  as
such.  The 30-day  notice  provided by this Article 11 is the same 30-day notice
provided by Article 14 and not an additional one.

                                   ARTICLE 12
                       MORTGAGING; ASSIGNMENT; SUBLETTING

         12.01  Lessee may not  mortgage  this Lease in whole or in part without
prior  written  consent  from Lessor  which  consent  shall not be  unreasonably
withheld.

         12.02  Lessee  shall not  sublet  all or any  portion  of the  Property
without  the  prior  written  consent  of  Lessor  which  consent  will  not  be
unreasonably  withheld or delayed. Any sublease shall be subject and subordinate
to this Lease and Lessee shall remain liable for the  performance  of all of its
covenants and agreements under this Lease. Lessee shall not assign this Lease in
whole or in part  without the prior  written  consent of Lessor.  No  assignment
shall be effective unless each such assignee by written  instrument or operation
of law,  shall  assume  and  become  bound to  perform  and  observe  all of the
covenants and agreements of Lessee under this Lease,  provided that Lessee shall
not be released of liability for the payment of Net Rent and for the performance
and observance of any of the other  covenants and agreements of Lessee under the
Lease after the effective time of such assignment.

         12.03  Lessee may assign this Lease,  after  written  consent of Lessor
which consent will not be  unreasonably  withheld or delayed,  at any time after
execution  provided that Lessee's  assignee assumes all of Lessee's  obligations
and liabilities under this Lease.


                                   ARTICLE 13
                                      TAXES

         13.01 Lessee shall,  pay and discharge all duties,  taxes,  charges for
water,  sewer taxes,  assessments,  extraordinary  as well as ordinary,  whether
foreseen  or  unforeseen,  as shall,  during  the term of this  Lease,  be laid,
levied,  assessed,  imposed or otherwise  accrue upon the Property or liens upon
the Property, or any part thereof, or any appurtenances thereto or the leasehold
estate  created by this Lease  whether by virtue of any  present or future  law,
order, or ordinance of the United States of America,  or of the City, County, or
other local government, or of any department,  office, or bureau thereof, or any
other  governmental  authority,  or  otherwise.   The  duties,  taxes,  charges,
assessments, and payments described in this Section 13.01 are sometimes referred
to in this Article collectively as "Impositions."

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<PAGE>

         13.02 All Impositions shall be paid by Lessee when they be come due and
payable  without  interest  or penalty  to the  department,  officer,  or bureau
charged  with the  collection  thereof But  nothing in this Lease shall  require
Lessee to pay any inheritance,  franchise, income, payroll, employment,  workers
compensation,  excise, privilege,  rent, capital stock, estate or profit tax, or
any tax of similar nature, that is, or may be, imposed upon Lessor, unless those
taxes shall be levied upon the rent reserved in this Lease in the place of taxes
upon the Property.

         13.03 All taxes, assessments,  and water rents that are mentioned above
to be paid by Lessee  shall be prorated  and  adjusted  for the fiscal  years in
which the term of this Lease begins and ends.

         13.04 In the case of assessments for local  improvements or betterments
that are  assessed  or  imposed  during  the term of this  Lease and that may be
payable in installments,  Lessee shall only be obligated to pay the installments
that fall due during the term of this Lease.

         13.05  Lessee  may  contest  or review by legal  proceedings  or in any
manner that Lessee in its opinion shall deem  advisable  (which  proceedings  or
other steps taken by Lessee, if instituted, shall be conducted diligently at its
own  expense  and free of  expense to Lessor)  any and all  Impositions  levied,
assessed,  or imposed  upon or against the  Property  or taxes in lieu  thereof,
required to be paid by Lessee under this Lease.  No such contest or review shall
be undertaken in a manner that exposes the Property or Lessor's interest therein
to jeopardy.

         13.06 Lessee upon request of Lessor will promptly exhibit to Lessor all
paid bills (or copies) for real estate  taxes,  water  rates,  and  assessments,
which bills after inspection by Lessor shall be returned to Lessee.

         13.07  Notwithstanding  Sections 13.01 through 13.06,  Lessee agrees at
the election of Lessor,  which election shall be made only if Lessor is required
to make monthly  payments of  Impositions by an  Institutional  Lender holding a
mortgage on Lessor's interest in the Property to pay to Lessor the amount of the
Impositions imposed upon the Property for each fiscal tax year, in equal monthly
installments  on the first day of each month during that fiscal tax year.  Those
payments shall in the first instance be based on the  Impositions  for the prior
fiscal tax year, and when the  Impositions  shall be ascertained for the current
tax year,  appropriate  adjustments  shall be made. No interest shall be paid by
Lessor or Lessee on the monthly payments by Lessee, but the same will be kept by
Lessor in a separate  escrow  account,  the funds of which  shall be employed by
Lessor to pay the  Impositions  for the current tax year as they  mature.  If an
Imposition  is payable in full  before  the  expiration  of the fiscal tax year,
whether in installments or by lump sum payment,  the monthly  payments by Lessee
shall be in amounts such that there shall be a fund in Lessor's hands sufficient
to meet the payment of any  Imposition or  installment  thereof as it falls due.
Each monthly  payment of Lessee  shall be in an equal  amount  during the period
between  Imposition  payment dates; in any event, at least 10 days in advance of
the last date for payment of any Imposition,  or installment  thereof,  before a
penalty or interest accrued  thereon,  Lessee will deposit with Lessor an amount
sufficient to make up any deficiency for that payment.

                                   ARTICLE 14
                                    DEFAULTS

         14.01 Each of the  following  shall be deemed a default by Lessee and a
breach of this Lease:

               A. Lessee's  failure to pay any installment of Net Rent or to pay
any additional  rent, which failure persists after the expiration of 5 days from
the date  Lessor  gives  written  notice  to  Lessee  calling  attention  to the
existence of that failure;

               B. Lessee's  failure to observe or perform any of its obligations
under the other terms,  covenants,  or conditions  of this Lease,  which failure
persists  after the  expiration  of 30 days from the date Lessor gives notice to
Lessee  calling  attention to the existence of that failure,  but, if the matter
that is the  subject  of the  notice  is of such a  nature  that  it  cannot  be
reasonably  corrected  within 30 days,  then no default  shall be deemed to have
occurred  if Lessee  promptly,  upon the receipt of the  notice,  commences  the
curing of the default and diligently prosecutes the same to completion. However,
if the default is one relating to a matter that exposes  space  occupants or the
public to a danger to safety  or  health of which the  public  authorities  have
given due notice to Lessee, then such shorter notice to Lessee,  whether written
or  otherwise,  shall  be  sufficient  as  the  circumstances  demand  with  the
responsibility of Lessee to take corrective measures forthwith.

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<PAGE>

               C. The adjudication of Lessee in bankruptcy; the taking by Lessee
of the benefit of any other insolvency act or procedure, which term includes any
form of proceeding for reorganization or arrangement or rearrangement  under the
Bankruptcy  Code as well as an assignment  for the benefit of creditors;  or the
appointment of a receiver for Lessee and such receiver remains  undischarged for
30 days.

         14.02  Should  Lessee  default as described in this Article 14 and such
default  continues  beyond  any  applicable  grace  period,  Lessor  at any time
thereafter  may, at its option,  give Lessee 5 days' written notice of intention
to end the term of this Lease and  thereupon at the  expiration  of those 5 days
the term of this Lease shall expire as  completely as if that date were the date
definitely  fixed in this Lease for the  expiration  of the term and Lessee will
then quit and surrender  the Property to Lessor,  but Lessee shall remain liable
as provided in this Article 14.

         14.03 If the notice provided for in Section 14.02 shall have been given
and the term of this Lease shall  expire as  described  in that  Section,  or if
Lessee shall abandon the Property, or if the Lease shall be taken from Lessee as
a result of any execution against Lessee in any proceeding in which Lessee shall
have no appeal or further  appeal,  then Lessor may without notice  re-enter the
Property and dispossess Lessee by summary  proceedings or otherwise,  and Lessee
or other  occupant or occupants of the  Property  will remove their  effects and
hold the  Property  as if this  Lease had not been made,  and Lessee  waives the
service of notice of intention to re-enter or to institute legal  proceedings to
that end.

         In case of any default,  re-entry,  expiration or dispossess by summary
proceedings or otherwise:

               A. Rent shall become due  thereupon and be paid up to the time of
that re-entry, dispossess, or expiration, together with any expenses that Lessor
may incur for legal expenses and attorneys'  fees,  including  those incident to
the recovery of possession,  brokerage,  and putting the Property in good order,
or for preparing the same for re-rental;

               B. Lessor may relet the  Property  or any part or parts  thereof,
either  in the name of  Lessor  or  otherwise,  for a term or terms  that may at
Lessor's  option be less than or exceed the period  that  would  otherwise  have
constituted  the balance of the term of this Lease and may grant  concessions or
free rent without thereby in any way affecting Lessee's liability for the rental
payable under this Lease for the period of concession or free rent; and

               C.  Lessee  shall also pay Lessor as  liquidated  damages for the
failure of Lessee to observe  and  perform  Lessee's  covenants  any  deficiency
between the rent reserved in this Lease and the net amount, if any, of the rents
collected  by reason of the  reletting  of the  Property  for each  month of the
period that would  otherwise  have  constituted  the balance of the term of this
Lease.

                  i. In computing liquidated damages there shall be added to the
         said  deficiency any expenses that Lessor may incur in connection  with
         the recovery of possession of the Property and reletting,  such as, but
         not limited to, legal expenses, attorneys' fees, brokerage, for keeping
         the Property in good order and for preparing the same for reletting.

                  ii.  Any such  liquidated  damages  shall  be paid in  monthly
         installments  by Lessee on the rent day specified in this Lease and any
         suit  brought to collect  the  amount of the  deficiency  for any month
         shall not  prejudice  in any way the  rights of Lessor to  collect  the
         deficiency for any subsequent month by a similar action or proceeding.

         14.04 Lessor may make any  alterations  and decorations in the Property
that Lessor,  in its sole  judgment,  considers  advisable and necessary for the
purpose  of  reletting  the  Property.   The  making  of  these  alterations  or
decorations  shall not  operate  or be  construed  to  release  Lessee  from any
liability under this Article 14.

         14.05 Lessor shall in no event be liable and Lessee's  liability  under
this Article 14 shall not be affected or  diminished in any way  whatsoever  for
failure to relet the  Property,  or if the  Property  are relet,  for failure to
collect the rent thereof under such reletting.

                                       9
<PAGE>

         14.06 In the event of a breach or threatened breach by Lessee of any of
the  covenants  or  provisions  of this  Lease,  Lessor  shall have the right of
injunction  and the right to invoke any remedy allowed at law or in equity as if
re-entry, summary dispossess proceedings, or other remedies were not provided in
this Lease.  Mention in this Lease of any  particular  remedy shall not preclude
Lessor from any other remedy, in law or in equity.

         14.07 If Lessor shall enter into and  repossess  the  Property  because
Lessee  defaults in the  performance  of any of the terms of this Lease,  Lessee
will not claim  the right to redeem or  reenter  the  Property  or  restore  the
operation  of this Lease,  and Lessee  waives the right to such  redemption  and
re-entrance  under any present or future law,  and waives the right of any party
claiming  through or under Lessee to make payment of any sum or sums of rent, or
otherwise,  of which Lessee shall have made default  under any of the  covenants
this  Lease,  and to claim any  subrogation  to the rights of Lessee  under this
Lease, by reason of that payment.

         14.08 Any action  taken by Lessor under this Article 14 shall not waive
any right that Lessor would  otherwise  have against Lessee for rent reserved in
this Lease or otherwise,  and Lessee shall remain  responsible to Lessor for any
loss and damage suffered by Lessor by reason of Lessee's default or breach.  The
words  "re-enter"  and  "re-entry"  as used in this lease are not  restricted to
their technical legal meanings.

         14.09 Anything to the contrary contained in this Lease notwithstanding,
in the event any payment of Net Rent or any additional rent is more than 10 days
past due, an administrative charge equal to 5% of such past due sum shall be due
and payable by Lessee to Lessor upon written demand.  In addition,  any sum more
than 30 days past due shall bear interest at the rate equal to the Prime Rate as
published by The Wall Street  Journal  from time to time,  plus 5% per annum (or
the  highest  lawful rate  allowable  if less than such rate until paid in full,
with said  interest  to be due and  payable  by Lessee  to Lessor  upon  written
demand.

         14.10 In the event any litigation is commenced to enforce any provision
of this Lease,  the  prevailing  party  shall be entitled to recover  reasonable
attorneys'  fees and  other  costs of such  litigation  from the  non-prevailing
party.

                                   ARTICLE 15
                                NO REINSTATEMENT

         15.01 A. No receipt of monies by Lessor  from  Lessee  after the lawful
termination or cancellation of this Lease,  shall reinstate,  continue or extend
the term of this Lease,  or affect any notice  theretofore  given to Lessee,  or
waive Lessor's right to enforce the payment of fixed or additional rent or rents
then due (to the extent  provided in Article 14), or thereafter  falling due, or
waive  Lessor's  right to recover  possession  of the  Property by proper  suit,
action, proceeding, or remedy.

               B. After the service of notice to terminate or cancel this Lease,
or the  commencement  of suit,  action,  or  summary  proceedings,  or any other
remedy,  or after a final order or judgment for the  possession of the Property,
Lessor may demand,  receive and  collect any monies due, or  thereafter  falling
due,  without in any manner  affecting  the notice,  proceeding,  suit,  action,
order, or judgment.  All such monies collected shall be deemed to be payments on
account of the use and occupation or Lessee's liability under this Lease.

         15.02  Lessor's  failure to  enforce  any term of this  Lease,  that is
breached by the Lessee,  after notice had, shall not be deemed to void or affect
the right of Lessor to enforce that term on the occasion of a subsequent default
or breach.

                                   ARTICLE 16
                                  SUBORDINATION

         16.01  This  Lease  shall be  subject  and  subordinate  to any and all
Institutional  Mortgages  (as defined in Article  28) that may now or  hereafter
affect Lessor's interest in the real property of which the Property form a part,
and of all renewals, modifications, consolidations, replacements, and extensions
thereof  Subject to full  compliance  with Section  16.02,  this clause shall be
self-operative and no further instruments of subordination shall be required. In
confirmation of this subordination Lessee shall execute promptly any certificate
that Lessor may request.  Lessee  constitutes  and  appoints  Lessor as Lessee's
attorney-in-fact  to execute any such  certificate  or  certificates  for and on
behalf of Lessee.

         16.02 A. The subordination described in Section 16.01 as it pertains to
Institutional Mortgages now in effect or hereafter made (which term includes any
agreement  modifying  any  Institutional  Mortgage now in existence or hereafter
made),  is conditioned  upon the agreement of the  Institutional  Lender,  to be
delivered by it to Lessee, in which the Institutional Lender agrees in substance
that so long as no default on the part of Lessee has occurred and is continuing:

                                       10
<PAGE>

                  i.  Lessee  will not be  disturbed  in its  possession  of the
         Property and the rights and  privileges of Lessee under this Lease will
         not be disturbed by the holder of the mortgage;

                  ii.  Lessee will not be joined in any action or  proceeding to
         foreclose the mortgage by the holder thereof; and

                  iii. Casualty  insurance  proceeds and condemnation  awards to
         which the holder of the  mortgage  is  entitled  under the terms of the
         mortgage will be applied towards restoration of the Property consistent
         with Articles 9 and 10 of this Lease, respectively, and be disbursed as
         provided for by those Articles.

               B. The giving of any  agreement as described in Section  16.02(A)
by an Institutional  Lender may be conditioned by it on the reciprocal agreement
by Lessee to attorn to the  Institutional  Lender  should it become  vested with
Lessor's interest in the Property,  and such additional  agreements of Lessee as
are  normally  contained  in  Subordination,   Non-Disturbance   and  Attornment
Agreements reasonably required by Institutional Lenders making mortgage loans in
North Carolina.

                                   ARTICLE 17
                                 QUIET ENJOYMENT

         17.01 Lessee, upon paying the rent and performing its other obligations
under  this  Lease  shall and may,  at all times  during  the term of this Lease
peaceably  and  quietly  have,  hold,  and  enjoy  the  said  Property  free  of
molestation by Lessor.

                                   ARTICLE 18
                                 BINDING EFFECT

         18.01 The covenants and agreements contained in this Lease inure to the
benefit of and are binding upon the parties to this Lease,  their successors and
assigns, but this Article does not modify the provisions  governing  assignment,
as elsewhere provided for in this Lease.

                                   ARTICLE 19
                               LIABILITY INSURANCE

         19.01 Lessee will carry at all times during the Lease term,  at its own
cost and expense,  steam boiler and general liability  insurance for the benefit
of both Lessor and Lessee in responsible  insurance companies  indemnifying both
Lessor and Lessee against claims for personal injuries sustained in or about the
Property,  in an amount not less than  $1,000,000  for  injuries or death to one
person and  $3,000,000  for injuries or death  arising out of the same  accident
when  more than one  person is  involved,  and for not less than  $1,000,000  in
respect to property damage. Lessee will deposit with Lessor a certificate of the
insurance  carrier or carriers  indicating  that this insurance is in full force
and  effect and that the  premiums  therefor  have been  paid.  If the limits of
liability  insurance generally carried by owners of comparable office Properties
in the vicinity of the Property  exceeds the  foregoing  limits,  the  foregoing
limits shall be increased accordingly.

                                   ARTICLE 20
                             DEMOLITION/ALTERATIONS

         20.01 In  consideration  of Lessee's  agreement to construct a drive in
branch banking facility on the Premises (the "New  Improvements"),  Lessee shall
be entitled, at its sole cost and expense, to demolish the existing improvements
on the  Premises.  Notwithstanding  the  foregoing,  Lessee  shall not  commence
demolition of the existing  structure  except as follows:  (i) Lessee shall have
submitted to Lessor a conceptual rendering/drawing of the New Improvements to be
constructed and, when reasonably available,  a set of the construction plans and
specifications  therefore;  (ii) all costs and expenses of constructing  the New
Improvements  shall be borne  solely by Lessee  and the  Lessee  guarantees  the
lien-free  completion  thereof;  (iii) in the event Lessee fails to complete the
New Improvements within twenty-four months of the date the existing improvements
are demolished,  Lessee agrees to pay the Lessor the sum of  $100,000.00,  which
sum  represents the agreed fair market value of the existing  improvements.  The
New Improvements will remain on the Premises and shall be deemed the property of
Lessor  at the end of the  term  hereof.  Lessee  may  make  alterations  to the
Property with or without the prior written consent of Lessor.

                                       11
<PAGE>

                                   ARTICLE 21
                                     NOTICES

         21.01 All  notices to the  parties  shall be  addressed  to them at the
respective  addresses  first  given  for them in this  Lease,  or to such  other
address,  of which either of them, as the case may be, shall notify the other in
the manner stated in this Article 21 for giving notice. The notice must be given
by either  registered  mail,  return receipt  requested,  or by certified  mail,
return  receipt  requested.  In the case of the former the service of the notice
shall  be  deemed  complete  upon  the  registration  thereof  with  the  postal
authorities,  and in the case of the latter upon the due mailing thereof. In any
case,  regardless  of place of origin of mailing,  to ensure proper and verified
notification,  service shall not be considered complete until notice is received
by the sender that delivery has been successful.

                                   ARTICLE 22
                                    NO WAIVER

         22.01 The  failure  of  Lessor to insist in any one or more  instances,
upon a strict  performance of any of the covenants of this Lease, or to exercise
any option  contained  in this Lease,  shall not be  construed as a waiver of or
relinquishment for the future of the performance of that covenant,  or the right
to exercise  that option,  but the same shall  continue and remain in full force
and effect.  Lessor's  receipt of Net Rent or additional rent, with knowledge of
the breach of any  covenant of this Lease,  shall not be deemed a waiver of that
breach,  and no waiver by Lessor of any  provision of this Lease shall be deemed
to have been made unless expressed in writing and signed by Lessor.

         22.02  Lessor's  receipt of any  installment of the Net Rent under this
Lease  or of any  additional  rent  shall  not be a  waiver  of any Net  Rent or
additional rent then due. Lessor may, in its sole discretion, apply any payments
made by  Lessee  to the  satisfaction  of any debt or  obligation  of  Lessee to
Lessor,  regardless  of Lessee's  instructions  as to the  application  of those
payments,   whether  those  instructions  are  endorsed  on  Lessee's  check  or
otherwise.

                                   ARTICLE 23
                               REMEDIES CUMULATIVE

         23.01 All the rights and remedies given to Lessor in this Lease for the
recovery of the Property  because of the default by Lessee in the payment of any
sums that may be payable pursuant to the terms of this Lease, or upon the breach
of any of the terms of this Lease,  or the right to re-enter and take possession
of the Property  upon the happening of any of the defaults or breaches of any of
the  covenants  of this Lease,  or the right to maintain  any action for rent or
damages  and all other  rights and  remedies  allowed  at law or in equity,  are
reserved  and  conferred  upon  Lessor as  distinct,  separate,  and  cumulative
remedies,  and no one of them,  whether  exercised  by Lessor  or not,  shall be
deemed to be in exclusion of any of the others.

                                   ARTICLE 24
                              INSPECTIONS BY LESSOR

         24.01 Lessee shall permit Lessor and Lessor's agents  inspection of the
Property  from time to time at  reasonable  hours upon prior  written  notice to
Lessee to determine Lessee's compliance with the terms of this Lease.

                                   ARTICLE 25
                          ENTIRE AGREEMENT; AMENDMENTS

         25.01 This Lease contains the entire agreement between the parties, and
any agreement  hereafter made shall not operate to change,  modify, or discharge
this Lease in whole or in part unless that agreement is in writing and signed by
the Lessor and Lessee.

         25.02 In the event any  Institutional  Lender  providing  financing  to
Lessor with respect to Lessor's  interest in the Property desires  modifications
in  the  terms  or  conditions  of  this  Lease,  Lessee  shall  agree  to  such
modifications  as reasonably  requested by Lessor to satisfy the requirements of
such  Institutional  Lender so long as such  modification (i) does not result in
any  increase in the  financial  obligations  of Lessee  hereunder or impose any
burdensome  non-monetary  obligation  or  other  liability  or risk  (actual  or
contingent)  on  Lessee;  and (ii) is  consistent  with  requirements  generally
imposed by Institutional  Lenders for  transactions of similar  magnitude in the
State of South Carolina.

                                       12
<PAGE>

                                   ARTICLE 26
                               NO REPRESENTATIONS

         26.01 Except as specifically otherwise provided herein, Lessee is fully
familiar  with the  physical  condition  of the  Property,  and Lessee takes the
Property in its "as is" condition. Lessor has made no representations whatsoever
in connection with the conditions of the Property and Lessor shall not be liable
for any latent or patent defects therein.


                                   ARTICLE 27
                              ESTOPPEL CERTIFICATES

         27.01  Lessee  agrees  at any time and from  time to time upon not less
than 10 days prior  written  request by Lessor,  to  execute,  acknowledge,  and
deliver  to  Lessor  a  statement  in  writing  certifying  that  this  Lease is
unmodified  and in full force and  effect  (or if there have been  modifications
that  the  same  is in full  force  and  effect  as  modified  and  stating  the
modifications), and the dates to which the rent and other charges have been paid
in advance, if any, it being intended that any such statement delivered pursuant
to this  Article 27 may be relied  upon by  prospective  purchasers  of Lessor's
interest or  mortgagees  of Lessor's  interest or assignees of any mortgage upon
Lessor's interest in the Property.

                                   ARTICLE 28
                               CERTAIN DEFINITIONS

         28.01 The term  "Lessor"  as used in this Lease shall refer only to the
owner for the time being of Lessor's  estate in  Property,  with any  subsequent
owner  succeeding  to all the rights and interests of Lessor under this Lease as
of the effective date of the relevant transfer. Upon such transfer, Lessee shall
be  notified in writing by Lessor all sums due from  Lessee  hereunder  from and
after the date of receipt of such notice  shall be remitted as  instructed  from
time to time by the  successor  Lessor.  Lessor shall be and is hereby  relieved
from any breach of  covenants  or  obligations  of Lessor  hereunder  arising or
occurring  after the date of transfer of Lessor's  estate in the  Property,  but
only if the transferee  shall have assumed and agreed to carry out all covenants
and obligations of Lessor  hereunder  during such time as said transferee  shall
own or hold Lessor's estate or interest in the Property.  The provisions of this
Section shall apply to each successive  transfer of Lessor's interest or estate.
The  liability  of Lessor  under  this Lease  shall be and is hereby  limited to
Lessor's interest in the Property and no other asset of Lessor shall be affected
by  reason  of any  liability  which  Lessor  may have to Lessee or to any other
person by reason of this Lease,  the execution  thereof,  or the  acquisition of
Lessor's interest.

         28.02 The term "Institutional Lender" means any one of the following: a
bank; trust company; insurance company; any pension,  retirement or welfare fund
or other  non-profit  organization  where the  investment  policy and  financial
condition  of that fund or  organization  is  subject  to the  supervision  of a
governmental agency.

         28.03  An  "Institutional  Mortgage"  is  a  mortgage  and/or  security
interest  held by an  Institutional  Lender  on the  interest  of  Lessor in the
Property.

         28.04 The term "Environmental Laws" means all federal,  state and local
laws, statutes,  ordinances and regulations,  now or hereafter in effect, and in
each case as  amended  or  supplemented  from time to time,  and any  applicable
judicial  or   administrative   interpretation   thereof,   including,   without
limitation,  any applicable judicial or administrative  order, consent decree or
judgment applicable to the Property relating to the regulation and protection of
human health and safety and/or the environment and natural resources (including,
without  limitation,  ambient air, surface water,  groundwater,  wetlands,  land
surface or subsurface  strata,  wildlife,  aquatic species and/or vegetation and
Hazardous Materials (as defined below).

         28.05 The term  "Hazardous  Materials"  means any substance,  chemical,
compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant,
or material which is hazardous or toxic, and includes,  without limitation,  (a)
asbestos,  polychlorinated  biphenyls and petroleum (including crude oil and any
fraction  thereof)  and  (b)  any  such  material  classified  or  regulated  as
"hazardous" or "toxic"  pursuant to the  Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and  Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act,
as amended by the Resource  Conservation  and Recovery Act of 1976 and Hazardous
and Solid Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution
Control  Act,  as amended by the Clean  Water Act of 1977,  33 USC 1251 et seq.,
Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control
Act of 1976, 15 USC 2601 et seq., or Hazardous Materials  Transportation Act, 49
USC App. 1801 et seq.

                                       13
<PAGE>

                                   ARTICLE 29
                               RECORDING OF LEASE

         29.01 This Lease shall not be  recorded,  but Lessor and Lessee may, at
Lessee's request and cost, execute and cause to be recorded an appropriate Short
Form Lease to place all parties on notice of the  granting of this Lease for the
term hereof.

                                   ARTICLE 30
                              COUNTERPART EXECUTION

         30.01  This  Lease  may be  executed  in  counterparts  by  each of the
signatories  hereto and, when presented  together,  such counterpart  signatures
shall be deemed to be an executed original hereof.

                              [SIGNATURES OMITTED]




















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