GREENVILLE FIRST BANCSHARES, INC.

                            2000 STOCK INCENTIVE PLAN


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                        GREENVILLE FIRST BANCSHARES, INC.

                            2000 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS

ARTICLE I   DEFINITIONS...........................................1


ARTICLE II THE PLAN 4

   2.1    NAME....................................................4
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   2.2    PURPOSE.................................................4
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   2.3    EFFECTIVE DATE..........................................4
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ARTICLE III       PARTICIPANTS....................................4


ARTICLE IV ADMINISTRATION.........................................4

   4.1    DUTIES AND POWERS OF THE COMMITTEE......................4
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   4.2    INTERPRETATION; RULES...................................5
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   4.3    NO LIABILITY............................................5
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   4.4    MAJORITY RULE...........................................5
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   4.5    COMPANY ASSISTANCE......................................5
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ARTICLE V  SHARES OF STOCK SUBJECT TO PLAN........................5

   5.2    ANTIDILUTION............................................6
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ARTICLE VI OPTIONS  7

   6.1    TYPES OF OPTIONS GRANTED................................7
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   6.2    OPTION GRANT AND AGREEMENT..............................7
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   6.3    OPTIONEE LIMITATIONS....................................7
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   6.4    $100,000 LIMITATION.....................................8
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   6.5    EXERCISE PRICE..........................................8
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   6.6    EXERCISE PERIOD.........................................8
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   6.7    OPTION EXERCISE.........................................8
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   6.8    RELOAD OPTIONS.........................................10
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   6.9    NONTRANSFERABILITY OF OPTION...........................10
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   6.10   TERMINATION OF EMPLOYMENT OR SERVICE...................10
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   6.11   EMPLOYMENT RIGHTS......................................10
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   6.12   CERTAIN SUCCESSOR OPTIONS..............................10
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   6.13    EFFECT OF A CORPORATE TRANSACTION.....................11
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   6.14   FORFEITURE BY ORDER OF REGULATORY AGENCY...............11
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ARTICLE VII STOCK CERTIFICATES...................................11


ARTICLE VIII TERMINATION AND AMENDMENT...........................11

   8.2    EFFECT ON GRANTEE'S RIGHTS.............................12
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ARTICLE IX RELATIONSHIP TO OTHER COMPENSATION PLANS..............12


ARTICLE X MISCELLANEOUS..........................................12

                                       i

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EXHIBIT A to GREENVILLE FIRST BANCSHARES, INC.. 2000 STOCK INCENTIVE PLAN - Form
of Stock Option Agreement




                                       ii



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                       GREENVILLE FIRST BANCSHARES, INC.
                            2000 STOCK INCENTIVE PLAN

                                    ARTICLE I
                                   DEFINITIONS

         As used herein,  the following terms have the following meanings unless
the context clearly indicates to the contrary:

         "Board" shall mean the Board of Directors of the Company.

         "Cause" (i) with respect to the Company or any subsidiary which employs
the  recipient  of an  Option  (the  "recipient")  or for which  such  recipient
primarily performs services, the commission by the recipient of an act of fraud,
embezzlement,  theft or proven dishonesty,  or any other illegal act or practice
(whether or not resulting in criminal prosecution or conviction),  or any act or
practice which the Committee shall, in good faith,  deem to have resulted in the
recipient's becoming unbondable under the Company's or the subsidiary's fidelity
bond; (ii) the willful  engaging by the recipient in misconduct  which is deemed
by the Committee,  in good faith,  to be materially  injurious to the Company or
any subsidiary,  monetarily or otherwise, including, but not limited, improperly
disclosing trade secrets or other confidential or sensitive business information
and data about the Company or any subsidiaries and competing with the Company or
its  subsidiaries,  or  soliciting  employees,  consultants  or customers of the
Company in violation of law or any  employment  or other  agreement to which the
recipient  is a party;  or (iii) the willful and  continued  failure or habitual
neglect by the  recipient  to perform  his or her duties with the Company or the
subsidiary substantially in accordance with the operating and personnel policies
and  procedures  of the Company or the  subsidiary  generally  applicable to all
their  employees.  For  purposes  of this Plan,  no act or failure to act by the
recipient  shall be deemed be  "willful"  unless  done or  omitted to be done by
recipient not in good faith and without  reasonable  belief that the recipient's
action  or  omission  was  in  the  best  interest  of the  Company  and/or  the
subsidiary.  Notwithstanding the foregoing, if the recipient has entered into an
employment  agreement that is binding as of the date of employment  termination,
and if such employment agreement defines "Cause," then the definition of "Cause"
in such  agreement  shall apply to the  recipient  in this Plan.  "Cause"  under
either (i), (ii) or (iii) shall be determined by the Committee.

         "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,
including  effective  date and transition  rules (whether or not codified).  Any
reference  herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

         "Committee" shall mean a committee of at least two Directors  appointed
from time to time by the Board, having the duties and authority set forth herein
in  addition  to any other  authority  granted by the Board.  In  selecting  the
Committee, the Board shall consider (i) the benefits under Section 162(m) of the
Code of having a  Committee  composed of  "outside  directors"  (as that term is
defined  in the  Code)  for  certain  grants of  Options  to highly  compensated
executives,  and (ii) the  benefits  under  Rule  16b-3  of  having a  Committee
composed of either the entire Board or a Committee of at least two Directors who
are  Non-Employee  Directors  for  Options  granted to or held by any Section 16
Insider.  At any time that the Board shall not have  appointed  a  committee  as
described above, any reference herein to the Committee shall mean the Board.

         "Company"  shall  mean  Greenville  First  Bancshares,  Inc.,  a  South
Carolina corporation.


         "Corporate  Transaction"  shall  mean  the  occurrence  of  any  of the
following events:

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                  (i)      a  merger  or   consolidation   in  which  securities
                           possessing more than 50% of the total combined voting
                           power of the  Company's  outstanding  securities  are
                           transferred to a person or persons different from the
                           persons holding those securities immediately prior to
                           such transaction;

                  (ii)     the sale,  transfer  or other  disposition  of all or
                           substantially all of the Company's assets in complete
                           liquidation or dissolution of the Company; or

                  (iii)    the grant of any bank regulatory  approval (or notice
                           of no disapproval)  for permission to acquire control
                           of the Company or any of its banking subsidiaries.

         "Director"  shall  mean a member of the Board and any  person who is an
advisory or honorary  director  of the  Company if such person is  considered  a
director for the purposes of Section 16 of the Exchange  Act, as  determined  by
reference to such Section 16 and to the rules, regulations,  judicial decisions,
and  interpretative  or  "no-action"  positions  with  respect  thereto  of  the
Securities  and Exchange  Commission,  as the same may be in effect or set forth
from time to time.

         "Employee"  shall  mean a person who  constitutes  an  employee  of the
Company as such term is defined in the instructions to the Form S-8 Registration
Statement under the Securities Act of 1933, and also includes  non-employees  to
whom an offer of employment has been extended.

         "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934.  Any
reference  herein to a specific  section of the  Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

         "Exercise Price" shall mean the price at which an Optionee may purchase
a share of Stock under a Stock Option Agreement.

         "Fair Market  Value" on any date shall mean (i) the closing sales price
of the Stock,  regular  way, on such date on the  national  securities  exchange
having the greatest volume of trading in the Stock during the thirty-day  period
preceding  the day the value is to be  determined  or, if such  exchange was not
open for  trading on such date,  the next  preceding  date on which it was open;
(ii) if the Stock is not traded on any national securities exchange, the average
of  the   closing   high  bid  and  low  asked   prices  of  the  Stock  on  the
over-the-counter  market on the day such  value is to be  determined,  or in the
absence of closing bids on such day, the closing bids on the next  preceding day
on which  there  were  bids;  or (iii) if the  Stock  also is not  traded on the
over-the-counter  market,  the fair market value as  determined in good faith by
the Board or the Committee  based on such relevant  facts as may be available to
the Board, which may include opinions of independent experts, the price at which
recent  sales have been made,  the book  value of the Stock,  and the  Company's
current and future earnings.

         "Incentive  Stock Option" shall mean an option to purchase any stock of
the Company,  which complies with and is subject to the terms,  limitations  and
conditions  of  Section  422 of the Code and any  regulations  promulgated  with
respect thereto.

         "Non-Employee  Director" shall have the meaning set forth in Rule 16b-3
under the  Exchange  Act, as the same may be in effect from time to time,  or in
any successor  rule thereto,  and shall be determined for all purposes under the
Plan according to interpretative  or "no-action"  positions with respect thereto
issued by the Securities and Exchange Commission.


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         "Officer" shall mean a person who constitutes an officer of the Company
for the purposes of Section 16 of the Exchange  Act, as  determined by reference
to such  Section  16 and to the  rules,  regulations,  judicial  decisions,  and
interpretative  or "no-action"  positions with respect thereto of the Securities
and Exchange Commission,  as the same may be in effect or set forth from time to
time.

         "Option"  shall  mean an  option,  whether  or not an  Incentive  Stock
Option,  to purchase  Stock  granted  pursuant to the  provisions  of Article VI
hereof.

         "Optionee"  shall  mean a person  to whom an  Option  has been  granted
hereunder.

         "Parent"  shall  mean any  corporation  (other  than the  Company  or a
Subsidiary) in an unbroken chain of corporations  ending with the Company if, at
the time of the grant (or modification) of the Option,  each of the corporations
other than the Company or a Subsidiary owns stock  possessing 50% or more of the
total  combined  voting  power  of the  classes  of  stock  in one of the  other
corporations in such chain.

         "Permanent and Total  Disability"  shall have the same meaning as given
to that term by Code Section 22(e)(3) and any regulations or rulings promulgated
thereunder.

         "Plan" shall mean the  Greenville  First  Bancshares,  Inc.  2000 Stock
Incentive Plan, the terms of which are set forth herein.

         "Purchasable"  shall  refer  to  Stock  which  may be  purchased  by an
Optionee  under the terms of this Plan on or after a certain  date  specified in
the applicable Stock Option Agreement.

         "Qualified  Domestic  Relations Order" shall have the meaning set forth
in the Code or in the Employee  Retirement  Income  Security Act of 1974, or the
rules and regulations promulgated under the Code or such Act.

         "Reload Option" shall have the meaning set forth in Section 6.8 hereof.

         "Section  16  Insider"  shall  mean any  person  who is  subject to the
provisions  of  Section  16 of the  Exchange  Act,  as  provided  in Rule  16a-2
promulgated pursuant to the Exchange Act.

         "Stock" shall mean the Common Stock,  par value $0.01 per share, of the
Company  or, in the event  that the  outstanding  shares of Stock are  hereafter
changed into or exchanged  for shares of a different  stock or securities of the
Company or some other entity, such other stock or securities.

         "Stock Option  Agreement"  shall mean an agreement  between the Company
and an Optionee under which the Optionee may purchase Stock hereunder,  a sample
form of which is  attached  hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).

         "Subsidiary"  shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
grant (or modification) of the Option,  each of the corporations  other than the
last  corporation in the unbroken chain owns stock possessing 50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.


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                                   ARTICLE II
                                    THE PLAN

         2.1 Name.  This Plan shall be known as  "Greenville  First  Bancshares,
Inc. 2000 Stock Incentive Plan."

         2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company,  its  Subsidiaries,  and its  shareholders  by affording  Employees and
Directors  of the  Company and its  Subsidiaries  an  opportunity  to acquire or
increase  their  proprietary  interests  in the  Company.  The  objective of the
issuance  of the  Options is to promote  the  growth  and  profitability  of the
Company and its  Subsidiaries  because the  Optionees  will be provided  with an
additional incentive to achieve the Company's  objectives through  participation
in its success and growth and by encouraging their continued association with or
service to the Company.

         2.3  Effective  Date.  The Plan shall become  effective on February __,
2000;  provided,  however,  that if the  shareholders  of the  Company  have not
approved the Plan on or prior to the first  anniversary of such effective  date,
then all options  granted under the Plan shall be  non-incentive  Stock Options.
If, at the time of any amendment to the Plan,  shareholder  approval is required
by the Code for Incentive  Stock Options and such  shareholder  approval has not
been obtained (or is not obtained within 12 months thereof), any Incentive Stock
Options  issued under the Plan shall  automatically  become options which do not
qualify as Incentive Stock Options.

                                   ARTICLE III
                                  PARTICIPANTS

         The class of persons  eligible to participate in the Plan shall consist
of all Directors and Employees of the Company or any Subsidiary.

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                                   ARTICLE IV
                                 ADMINISTRATION

         4.1 Duties and Powers of the Committee.  The Plan shall be administered
by the Committee.  The Committee shall select one of its members as its Chairman
and shall hold its  meetings at such times and places as it may  determine.  The
Committee  shall  keep  minutes  of its  meetings  and shall make such rules and
regulations  for the  conduct  of its  business  as it may deem  necessary.  The
Committee shall have the power to act by unanimous  written consent in lieu of a
meeting, and to meet telephonically.  In administering the Plan, the Committee's
actions  and  determinations  shall be binding on all  interested  parties.  The
Committee  shall  have  the  power  to  grant  Options  in  accordance  with the
provisions  of the Plan and may grant  Options  singly,  in  combination,  or in
tandem.  Subject to the  provisions of the Plan,  the  Committee  shall have the
discretion and authority to determine those  individuals to whom Options will be
granted and whether such Options  shall be  accompanied  by the right to receive
Reload Options, the number of shares of Stock subject to each Option, such other
matters as are specified  herein,  and any other terms and conditions of a Stock
Option Agreement.  The Committee shall also have the discretion and authority to
delegate to any Officer its power to grant  Options under the Plan to Employees,
but  not  to  Employees  who  are  Officers  or  Directors.  To the  extent  not
inconsistent with the provisions of the Plan, the Committee may give an Optionee
an election to  surrender  an Option in exchange  for the grant of a new Option,
and shall have the  authority  to amend or modify an  outstanding  Stock  Option
Agreement,  or to waive  any  provision  thereof,  provided  that  the  Optionee
consents to such action.

         4.2  Interpretation;  Rules.  Subject to the express  provisions of the
Plan, the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations  necessary  or  advisable  for the  administration  of the  Plan,
including,  without  limitation,  the  amending  or altering of the Plan and any
Options granted hereunder as may be required to comply with or to conform to any
federal,  state,  or local laws or  regulations.  If an option granted under the
Plan is  intended  to be an  Incentive  Stock  Option but does not qualify as an
Incentive  Stock  Option for any reason,  then the option  granted  shall remain
valid but shall be a non-Incentive Stock Option.

         4.3 No Liability. Neither any member of the Board nor any member of the
Committee  shall be liable to any  person for any act or  determination  made in
good faith with respect to the Plan or any Option granted hereunder.

         4.4  Majority  Rule. A majority of the members of the  Committee  shall
constitute a quorum,  and any action taken by a majority at a meeting at which a
quorum is present,  or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

         4.5  Company  Assistance.  The  Company  shall  supply  full and timely
information to the Committee on all matters relating to eligible persons,  their
employment,  death, retirement,  disability, or other termination of employment,
and such other pertinent  facts as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

         5.1  Limitations.  The  maximum  number  of  shares  that may be issued
hereunder  shall  initially be 172,500 and  thereafter  shall  automatically  be
increased  each time the Company issues  additional  shares of Stock so that the
total number of shares  issuable  hereunder  shall at all times equal 15% of the
then  outstanding  shares  of Stock,  unless in any case the Board of  Directors
adopts a resolution providing that the number of shares issuable under this Plan
shall not be so increased. Notwithstanding the above, the total number of shares
of Stock  issuable  pursuant to Incentive  Stock Options may not be increased to
more than 172,500  (other than  pursuant to  antidilution  adjustments)  without
shareholder  approval.  In  addition,  the  number of shares  that may be issued
hereunder  shall be  subject  to any  antidilution  adjustment  pursuant  to the
provisions of Section 5.2 hereof. Any or all shares of Stock subject to the Plan
may be issued in any  combination  of Incentive  Stock Options or  non-Incentive
Stock Options. Shares subject to an Option may be either authorized and unissued
shares or shares issued and later acquired by the Company. The shares covered by
any unexercised  portion of an Option that has terminated for any reason (except
as set forth in the following  paragraph)  may again be optioned under the Plan,
and such shares  shall not be  considered  as having been  optioned or issued in
computing  the  number  of  shares  of  Stock  remaining  available  for  option
hereunder.

         If Options  are  issued in  respect of options to acquire  stock of any
entity  acquired,  by merger or otherwise,  by the Company (or any Subsidiary of
the Company),  to the extent that such issuance shall not be  inconsistent  with
the terms,  limitations  and  conditions of Code section 422 or Rule 16b-3 under
the Exchange Act, the aggregate  number of shares of Stock for which Options may
be granted  hereunder shall  automatically  be increased by the number of shares
subject to the Options so issued;  provided,  however,


<PAGE>

that the  aggregate  number of shares of Stock for which  Options may be granted
hereunder  shall  automatically  be decreased by the number of shares covered by
any  unexercised  portion  of an Option so issued  that has  terminated  for any
reason,  and the  shares  subject  to any such  unexercised  portion  may not be
optioned to any other person.

         5.2      Antidilution.

                  (a) If (x) the outstanding shares of Stock are changed into or
exchanged  for a different  number or kind of shares or other  securities of the
Company by reason of merger,  consolidation,  reorganization,  recapitalization,
reclassification,  combination  or exchange  of shares,  or stock split or stock
dividend, (y) any spin-off,  spin-out or other distribution of assets materially
affects the price of the Company's  stock,  or (z) there is any  assumption  and
conversion  to the Plan by the  Company  of an  acquired  company's  outstanding
option grants, then:

                           (i) the  aggregate  number  and   kind  of  shares of
                  Stock  for  which  Options  may be  granted hereunder shall be
                  adjusted proportionately by the Committee; and

                           (ii) the rights of Optionees  (concerning  the number
                  of shares  subject to Options and the  Exercise  Price)  under
                  outstanding  Options shall be adjusted  proportionately by the
                  Committee.

                  (b) If the Company shall be a party to any  reorganization  in
which it does not survive,  involving merger,  consolidation,  or acquisition of
the stock or substantially all the assets of the Company, the Committee,  in its
sole discretion, may (but is not required to):

                           (i) notwithstanding other provisions hereof,  declare
                  that  all  Options   granted   under  the  Plan  shall  become
                  exercisable immediately  notwithstanding the provisions of the
                  respective Stock Option Agreements  regarding  exercisability,
                  that  all such  Options  shall  terminate  30 days  after  the
                  Committee  gives  written  notice  of the  immediate  right to
                  exercise all such Options and of the decision to terminate all
                  Options not exercised within such 30-day period; and/or

                           (ii) notify all  Optionees  that all Options  granted
                  under the Plan shall be assumed by the  successor  corporation
                  or  substituted  on an equitable  basis with options issued by
                  such successor corporation.

                  (c)  If  the  Company  is to be  liquidated  or  dissolved  in
connection with a reorganization  described in Section 5.2(b), the provisions of
such Section  shall  apply.  In all other  instances,  the adoption of a plan of
dissolution  or  liquidation  of  the  Company  shall,   notwithstanding   other
provisions hereof, cause every Option outstanding under the Plan to terminate to
the extent not  exercised  prior to the adoption of the plan of  dissolution  or
liquidation by the shareholders, provided that, notwithstanding other provisions
hereof,  the  Committee  may declare all  Options  granted  under the Plan to be
exercisable  at any time on or before  the fifth  business  day  following  such
adoption   notwithstanding   the  provisions  of  the  respective  Stock  Option
Agreements regarding exercisability.

                  (d) The adjustments described in paragraphs (a) through (c) of
this  Section  5.2,  and the manner of their  application,  shall be  determined
solely by the Committee, and any such adjustment may provide for the elimination
of fractional share interests;  provided,  however,  that any adjustment made by
the  Board or the  Committee  shall be made in a manner  that  will not cause an
Incentive  Stock  Option  to be  other  than an  Incentive  Stock  Option  under
applicable statutory and regulatory  provisions.


<PAGE>

The  adjustments  required under this Article V shall apply to any successors of
the Company  and shall be made  regardless  of the number or type of  successive
events requiring such adjustments.

                                   ARTICLE VI
                                     OPTIONS

         6.1 Types of Options Granted. The Committee may, under this Plan, grant
either  Incentive  Stock  Options or Options  which do not qualify as  Incentive
Stock  Options.  Within the  limitations  provided  in this Plan,  both types of
Options  may be granted to the same  person at the same  time,  or at  different
times, under different terms and conditions, as long as the terms and conditions
of  each  Option  are  consistent  with  the  provisions  of the  Plan.  Without
limitation of the foregoing,  Options may be granted subject to conditions based
on the  financial  performance  of the Company or any other factor the Committee
deems relevant.

         6.2 Option Grant and Agreement.  Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement  executed by the Company and the Optionee.  The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price,  whether the Option is intended to be an Incentive Stock Option,
and  whether  the Option is to be  accompanied  by the right to receive a Reload
Option, shall be stated in the Stock Option Agreement.  In structuring the terms
of each Option,  the Committee shall follow the guidelines set forth in the FDIC
statement of policy relating to applications  for deposit  insurance,  including
that the terms should  encourage each Optionee to remain involved in the Company
and/or its Subsidiaries, such as by having a vesting period of equal percentages
each year over the initial  three years  following the grant of the Option and a
requirement  that the Option be  exercised or expire  within a  reasonable  time
after  termination as an active  officer,  employee,  or director.  No Incentive
Stock  Option may be granted  more than ten years  after the earlier to occur of
the effective date of the Plan or the date the Plan is approved by the Company's
shareholders.  Separate Stock Option Agreements may be used for Options intended
to be Incentive Stock Options and those not so intended,  but any failure to use
such separate agreements shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.

         6.3 Optionee  Limitations.  The Committee  shall not grant an Incentive
Stock  Option to any  person  who,  at the time the  Incentive  Stock  Option is
granted:

                  (a)  is  not  an  employee  of  the  Company  or  any  of  its
Subsidiaries (as the term "employee" is defined by the Code); or

                  (b) owns or is considered to own stock possessing at least 10%
of the total combined voting power of all classes of stock of the Company or any
of  its  Parent  or  Subsidiary  corporations;   provided,  however,  that  this
limitation  shall not apply if at the time an Incentive  Stock Option is granted
the  Exercise  Price is at  least  110% of the Fair  Market  Value of the  Stock
subject to such  Option and such  Option by its terms  would not be  exercisable
after five years from the date on which the Option is  granted.  For the purpose
of this  subsection  (b), a person  shall be  considered  to own:  (i) the stock
owned,  directly  or  indirectly,  by or for  his or her  brothers  and  sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; (ii)
the stock owned, directly or indirectly,  by or for a corporation,  partnership,
estate,  or trust in  proportion to such person's  stock  interest,  partnership
interest or beneficial  interest therein;  and (iii) the stock which such person
may purchase  under any  outstanding  options of the Company or of any Parent or
Subsidiary.

<PAGE>

         6.4 $100,000 Limitation.  Except as provided below, the Committee shall
not grant an Incentive  Stock Option to, or modify the  exercise  provisions  of
outstanding  Incentive  Stock  Options  held by, any person who, at the time the
Incentive  Stock Option is granted (or modified),  would thereby receive or hold
any Incentive  Stock Options of the Company and any Parent or  Subsidiary,  such
that the aggregate Fair Market Value  (determined as of the respective  dates of
grant or  modification  of each  option) of the stock with respect to which such
Incentive  Stock Options are  exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be  prescribed  by the
Code from time to time); provided that the foregoing restriction on modification
of  outstanding  Incentive  Stock Options shall not preclude the Committee  from
modifying  an  outstanding  Incentive  Stock  Option  if,  as a  result  of such
modification  and with the  consent  of the  Optionee,  such  Option  no  longer
constitutes  an  Incentive  Stock  Option;  and provided  that,  if the $100,000
limitation (or such other  limitation  prescribed by the Code) described in this
Section  6.4  is  exceeded,   the  Incentive  Stock  Option,   the  granting  or
modification of which resulted in the exceeding of such limit,  shall be treated
as an  Incentive  Stock  Option up to the  limitation  and the  excess  shall be
treated as an Option not qualifying as an Incentive Stock Option.

         6.5 Exercise  Price.  The Exercise  Price of the Stock  subject to each
Option  shall be  determined  by the  Committee.  Subject to the  provisions  of
Section  6.3(b)  hereof,  the Exercise Price of an Option shall not be less than
the Fair  Market  Value of the Stock as of the date the Option is granted (or in
the case of an Incentive Stock Option that is subsequently modified, on the date
of such modification).

         6.6 Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee,  but the Stock Option  Agreement
with  respect  to each  Option  shall  provide  that  such  Option  shall not be
exercisable  after ten years  from the date of grant  (or  modification)  of the
Option.

         6.7      Option Exercise.

                  (a) Unless otherwise provided in the Stock Option Agreement or
Section 6.6 hereof,  an Option may be exercised at any time or from time to time
during the term of the  Option as to any or all full  shares  which have  become
Purchasable  under the provisions of the Option,  but not at any time as to less
than 100 shares unless the remaining  shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in any
Stock Option  Agreement that the Option may be exercised only in accordance with
a vesting schedule during the term of the Option.

                  (b) An  Option  shall  be  exercised  by (i)  delivery  to the
Company at its principal  office a written  notice of exercise with respect to a
specified  number of shares of Stock and (ii)  payment  to the  Company  at that
office of the full  amount of the  Exercise  Price for such  number of shares in
accordance  with Section 6.7(c).  If requested by an Optionee,  an Option may be
exercised with the  involvement of a stockbroker in accordance  with the federal
margin  rules  set  forth  in  Regulation  T (in  which  case  the  certificates
representing the underlying  shares will be delivered by the Company directly to
the stockbroker).

                  (c) The Exercise  Price is to be paid in full in cash upon the
exercise  of the  Option  and the  Company  shall  not be  required  to  deliver
certificates  for the  shares  purchased  until  such  payment  has  been  made;
provided,  however, that in lieu of cash, in the Company's discretion all or any
portion of the Exercise  Price may be paid by tendering to the Company shares of
Stock duly endorsed for transfer and owned by the Optionee,  or by authorization
to the Company to withhold shares of


<PAGE>

Stock  otherwise  issuable  upon  exercise  of the  Option,  in each  case to be
credited  against the Exercise  Price at the Fair Market Value of such shares on
the date of exercise (however,  no fractional shares may be so transferred,  and
the Company shall not be obligated to make any cash payments in consideration of
any excess of the  aggregate  Fair Market Value of shares  transferred  over the
aggregate  Exercise Price);  provided  further,  that the Board may provide in a
Stock Option Agreement (or may otherwise determine in its sole discretion at the
time of  exercise)  that,  in lieu of cash or  shares,  all or a portion  of the
Exercise Price may be paid by the Optionee's  execution of a recourse note equal
to the Exercise Price or relevant  portion  thereof,  subject to compliance with
applicable state and federal laws, rules and  regulations.  Notwithstanding  the
above, the Company shall not be obligated to accept tender of shares of Stock as
payment  of the  Exercise  Price if doing so  would  result  in a charge  to the
Company's earnings for financial reporting purposes.

                  (d) In addition to and at the time of payment of the  Exercise
Price,  the  Optionee  shall pay to the  Company in cash the full  amount of any
federal,  state,  and  local  income,  employment,  or other  withholding  taxes
applicable to the taxable income of such Optionee  resulting from such exercise;
provided,  however,  that in the  discretion  of the  Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations,  together
with additional  taxes not exceeding the actual  additional  taxes to be owed by
the Optionee as a result of such exercise, may, upon the irrevocable election of
the  Optionee,  be paid by tendering  to the Company  whole shares of Stock duly
endorsed for  transfer and owned by the  Optionee,  or by  authorization  to the
Company to withhold  shares of Stock  otherwise  issuable  upon  exercise of the
Option,  in either case in that number of shares  having a Fair Market  Value on
the date of exercise  equal to the amount of such taxes thereby being paid,  and
subject to such  restrictions as to the approval and timing of any such election
as the Committee may from time to time  determine to be necessary or appropriate
to satisfy the  conditions  of the  exemption  set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

                  (e) The  holder of an Option  shall not have any of the rights
of a shareholder with respect to the shares of Stock subject to the Option until
such shares have been issued and  transferred  to the Optionee upon the exercise
of the Option.


<PAGE>


         6.8      Reload Options.

                  (a) The Committee may specify in a Stock Option  Agreement (or
may otherwise  determine in its sole  discretion)  that a Reload Option shall be
granted,  without  further  action  of the  Committee,  (i) to an  Optionee  who
exercises an Option (including a Reload Option) by surrendering  shares of Stock
in payment of amounts  specified in Sections  6.7(c) or 6.7(d) hereof,  (ii) for
the same number of shares as are  surrendered  to pay such amounts,  (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of the Stock on such date,  and (iv)  otherwise on the same terms and conditions
as the Option whose  exercise has  occasioned  such payment,  except as provided
below and subject to such other contingencies, conditions, or other terms as the
Committee shall specify at the time such exercised Option is granted;  provided,
that the  Committee  may  require  that the  shares  surrendered  in  payment as
provided above must have been held by the Optionee for at least six months prior
to such surrender.

                  (b) Unless provided otherwise in the Stock Option Agreement, a
Reload  Option may not be  exercised  by an  Optionee  (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii) unless
the Optionee retains beneficial  ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section  6.8(a)(i) for
a period of one year from the date of such exercise.

         6.9  Nontransferability  of Option.  Other than as provided  below,  no
Option shall be  transferable  by an Optionee  other than by will or the laws of
descent  and  distribution  or,  in the  case of  non-Incentive  Stock  Options,
pursuant to a Qualified Domestic Relations Order, and, during the lifetime of an
Optionee,  Options  shall  be  exercisable  only  by such  Optionee  (or by such
Optionee's guardian or legal representative,  should one be appointed). However,
a Non-Incentive Stock Option may, in connection with the Optionee's estate plan,
be  assigned  in  whole or in part  during  Optionee's  lifetime  to one or more
members of the Optionee's  immediate  family or to a trust  established  for the
exclusive benefit of one or more such family members. The assigned portion shall
be exercisable only by the person or persons who acquire a proprietary  interest
in the Option pursuant to such assignment.  The terms applicable to the assigned
portion shall be the same as those in effect for this Option  immediately  prior
to such  assignment  and  shall be set  forth in such  documents  issued  to the
assignee as the Committee may deem appropriate.

         6.10 Termination of Employment or Service. The Committee shall have the
power to specify the effect upon an Optionee's  right to exercise an Option upon
termination   of  such   Optionee's   employment   or  service   under   various
circumstances,  which effect may include  immediate or deferred  termination  of
such Optionee's  rights under an Option, or acceleration of the date at which an
Option may be exercised in full.  Unless a Stock Option  Agreement  specifically
provides  otherwise,  in the event the recipient of an Option is terminated from
his or her  employment or other service to the Company or its  subsidiaries  for
Cause,  Options,  whether  vested or  unvested,  granted  to such  person  shall
terminate immediately and shall not thereafter be exercisable.

         6.11  Employment  Rights.  Nothing  in the Plan or in any Stock  Option
Agreement  shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's  employment
at any time.

         6.12 Certain Successor Options. To the extent not inconsistent with the
terms,  limitations  and  conditions  of Code  section  422 and any  regulations
promulgated with respect thereto,  an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired,  by merger


<PAGE>

or  otherwise,  by the Company (or any  Subsidiary  of the  Company) may contain
terms that differ from those stated in this Article VI, but solely to the extent
necessary to preserve for any such employee the rights and benefits contained in
such predecessor option, or to satisfy the requirements of Code section 424(a).

         6.13  Effect of a Corporate  Transaction.  All  Options,  to the extent
outstanding  at the time of a  Corporate  Transaction  but not  otherwise  fully
exercisable,   shall  automatically   accelerate  so  that  the  Options  shall,
immediately  prior to the effective  date of the Corporate  Transaction,  become
exercisable  for all  shares  at the time  subject  to such  Options  and may be
exercised for any or all of those shares as fully vested shares of Stock.

         6.14 Forfeiture by Order of Regulatory  Agency. If the Company's or any
of its  financial  institution  Subsidiaries'  capital  falls  below the minimum
requirements  contained in 12 CFR 3 or below a higher  requirement as determined
by the  Company's or such  Subsidiary's  primary bank  regulatory  agency,  such
agency may direct the Company to require  Optionees  to exercise or forfeit some
or all of their Options.  All options granted under this Plan are subject to the
terms of any such directive.

                                   ARTICLE VII
                               STOCK CERTIFICATES

         The Company  shall not be required to issue or deliver any  certificate
for shares of Stock purchased upon the exercise of any Option granted  hereunder
or any portion thereof prior to fulfillment of all of the following conditions:

         (a) The  admission of  such shares to listing on all stock exchanges on
which the Stock is then listed;

         (b) The completion of any  registration or other  qualification of such
shares which the Committee  shall deem necessary or advisable  under any federal
or state law or under the rulings or  regulations of the Securities and Exchange
Commission or any other governmental regulatory body;

         (c) The obtaining of any approval or other  clearance  from any federal
or state  governmental  agency or body which the Committee shall determine to be
necessary or advisable; and

         (d) The lapse of such reasonable  period of time following the exercise
of the  Option  as the Board  from time to time may  establish  for  reasons  of
administrative convenience.

         Stock  certificates  issued and delivered to Optionees  shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable  federal and state  securities  laws. The inability of the Company to
obtain approval from any regulatory body having  authority deemed by the Company
to be necessary to the lawful issuance and sale of any Stock pursuant to Options
shall relieve the Company of any liability with respect to the  non-issuance  or
sale of the  Stock as to which  such  approval  shall  not have  been  obtained.
However, the Company shall use its best efforts to obtain all such approvals.
<PAGE>

                                  ARTICLE VIII
                            TERMINATION AND AMENDMENT

         8.1 Termination and Amendment.  The Board may at any time terminate the
Plan;  provided,  however,  that the Board  (unless its actions are  approved or
ratified by the  shareholders  of the Company  within  twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

                  (a)  Increase  the total  number  of shares of Stock  issuable
pursuant to Incentive  Stock Options under the Plan,  except as  contemplated in
Section 5.2 hereof; or

                  (b)  Change  the  class  of  employees   eligible  to  receive
Incentive Stock Options that may participate in the Plan.

         8.2  Effect  on  Optionee's  Rights.  No  termination,   amendment,  or
modification  of the Plan shall  affect  adversely a  Optionee's  rights under a
Stock  Option  Agreement  without  the  consent  of the  Optionee  or his  legal
representative.

                                   ARTICLE IX
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

         The  adoption  of the Plan  shall not affect  any other  stock  option,
incentive,  or other  compensation plans in effect for the Company or any of its
Subsidiaries;  nor shall the adoption of the Plan preclude the Company or any of
its  Subsidiaries  from  establishing  any  other  form of  incentive  or  other
compensation  plan for  employees  or  Directors  of the  Company  or any of its
Subsidiaries.


                                    ARTICLE X
                                  MISCELLANEOUS

         10.1  Replacement  or Amended  Grants.  At the sole  discretion  of the
Committee,  and  subject  to the terms of the Plan,  the  Committee  may  modify
outstanding Options or accept the surrender of outstanding Options and grant new
Options in  substitution  for them.  However no  modification of an Option shall
adversely affect a Optionee's  rights under a Stock Option Agreement without the
consent of the Optionee or his legal representative.

         10.2 Forfeiture for Competition.  If a Optionee  provides services to a
competitor  of the Company or any of its  Subsidiaries,  whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience  used or developed by the Optionee  while an Employee,  then that
Optionee's rights under any Options outstanding hereunder shall be forfeited and
terminated  subject  in each  case to a  determination  to the  contrary  by the
Committee.

         10.3 Leave of Absence.  Unless provided otherwise in a particular Stock
Option  Agreement,  the  following  provisions  shall  apply upon an  Optionee's
commencement of an authorized leave of absence:

         (a) The exercise  schedule in effect for such Option shall be frozen as
of the  first day of the  authorized  leave,  and the  Option  shall not  become
exercisable for any additional installments of shares of Stock during the period
Optionee remains on such leave.

         (b) Should the Optionee  resume active  Employee  status within 60 days
after the start date of the authorized  leave,  Optionee shall,  for purposes of
the applicable  exercise schedule,  receive service credit for the entire period
of such leave.  If the Optionee  does not resume active  Employee  status within
such 60-day period,  then no service

<PAGE>

credit shall be given for the entire period of such leave.

         (c) If the Option is an  Incentive  Stock  Option,  then the  following
additional provision shall apply:

                           If the leave of absence continues for more than three
         months, then the Option shall automatically  convert to a Non-Incentive
         Stock  Option  under the Federal tax laws upon the  expiration  of such
         three-month  period,  unless  the  Optionee's  reemployment  rights are
         guaranteed  by  statute  or  written  agreement.   Following  any  such
         conversion  of the  Option,  all  subsequent  exercises  of the Option,
         whether effected before or after  Optionee's  return to active Employee
         status,  shall result in an immediate  taxable  event,  and the Company
         shall be required to collect from Optionee the Federal, state and local
         income and employment withholding taxes applicable to such exercise.

         (d) In no event shall the Option become  exercisable for any additional
shares or otherwise  remain  outstanding  if Optionee  does not resume  Employee
status prior to the Expiration Date of the option term.

         10.4 Plan  Binding on  Successors.  The Plan shall be binding  upon the
successors and assigns of the Company.

         10.5 Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience  and reference;  they do not constitute part
of the Plan.

         10.6  Section 16  Compliance.  With  respect  to  Section 16  Insiders,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any  provision  of the Plan or action by the  Committee  fails to so comply,  it
shall be deemed void to the extent  permitted by law and deemed advisable by the
Committee.  In addition,  if necessary to comply with Rule 16b-3 with respect to
any grant of an Option  hereunder,  and in  addition  to any  other  vesting  or
holding period specified  hereunder or in an applicable Stock Option  Agreement,
any Section 16 Insider  acquiring an Option shall be required to hold either the
Option or the  underlying  shares of Stock  obtained upon exercise of the Option
for a minimum of six months.

         IN WITNESS WHEREOF,  the Company has caused this Plan to be executed as
of March 21, 2000, in accordance with the authority  provided by the
Board of Directors.

                                    GREENVILLE FIRST BANCSHARES, INC..


                                    By: /s/ R. Arthur Seaver, Jr.
                                        ----------------------------------------
                                             Name: R. Arthur Seaver, Jr.
                                             Title: President


<PAGE>

                                    EXHIBIT A
                                       to
                        GREENVILLE FIRST BANCSHARES, INC.
                            2000 STOCK INCENTIVE PLAN

                   Form of Employee of Stock Option Agreement

                        GREENVILLE FIRST BANCSHARES, INC.
                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION  AGREEMENT  (this  "Agreement") is entered into as of
this ___ day of February,  2000,  between  Greenville First Bancshares,  Inc., a
South Carolina corporation (the "Company"), and __________ (the "Optionee").

         WHEREAS,  on February __,  2000,  the Board of Directors of the Company
adopted a Stock Incentive Plan known as the "Greenville First  Bancshares,  Inc.
2000 Stock Incentive Plan" (the "Stock  Incentive  Plan"),  and recommended that
the Plan be approved by the Company's shareholders; and

         WHEREAS,  the  Committee  has  granted the  Optionee a stock  option to
purchase the number of shares of the Company's  common stock as set forth below,
and in  consideration  of the granting of that stock option the Optionee intends
to remain in the employ of the Company; and

         WHEREAS,  the Company  considers it desirable  and in its best interest
that the Optionee be provided an inducement to acquire an ownership  interest in
the Company and an  additional  incentive to advance the interest of the Company
through the grant of an option to purchase shares of common stock of the Company
pursuant to the Stock Incentive Plan; and

         WHEREAS,  the Company and the  Optionee  desire to enter into a written
agreement  with respect to such option in  accordance  with the Stock  Incentive
Plan.

         NOW,  THEREFORE,  as an  employment  incentive  and to encourage  stock
ownership,  and also in consideration of the mutual covenants  contained herein,
the Company and the Optionee agree as follows.

1. Incorporation of Stock Incentive Plan. This option is granted pursuant to the
provisions  of the Stock  Incentive  Plan and the terms and  definitions  of the
Stock  Incentive  Plan are  incorporated  herein  by  reference  and made a part
hereof. A copy of the Stock Incentive Plan has been delivered to, and receipt is
hereby acknowledged by, the Optionee.

2. Grant of Option.  Subject to the  provisions  stated in this  Agreement,  the
Company  hereby  evidences its grant to the  Optionee,  not in lieu of salary or
other  compensation,  of the right and option (the  "Option")  to  purchase  the
number of shares of the Company's  Common Stock,  par value $0.01 per share (the
"Stock"), set forth below,  exercisable in the amounts and at the time specified
below.  This Option is intended to be an Incentive  Stock Option,  as defined in
the Internal Revenue Code.

         Number of Shares:          *****

         Exercise Price:            $ *** per share
<PAGE>


Option  Vesting  Schedule:          Options are  exercisable
                                    with respect the shares of Stock as follows,
                                    subject in each case to continued employment
                                    by  the  Company  or  a  subsidiary  of  the
                                    Company  through  such date,  and subject to
                                    the   provisions   of   Section  7  of  this
                                    Agreement:

                          No. of Shares             Vesting Date
                          *****                     _________  __, 2001
                          *****                     _________  __, 2002
                          *****                     _________  __, 2003
                          *****                     _________  __, 2004
                          *****                     _________  __, 2005


         Option Exercise Period:    All options  expire and are void unless
                                    exercised on or before  ___________
                                    ___, 2010.

         3. Exercise  Terms.  The Optionee must exercise the Option for at least
the  lesser of 100  shares or the  number of shares of  Purchasable  Stock as to
which the Option  remains  unexercised.  If this  Option is not  exercised  with
respect to all or any part of the shares  subject  to this  Option  prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.

         4. Restrictions on Transferability.  No Option shall be transferable by
an  Optionee  other  than by will or the laws of  descent  and  distribution  or
pursuant to a Qualified  Domestic  Relations  Order.  During the  lifetime of an
Optionee,  Options  shall  be  exercisable  only  by such  Optionee  (or by such
Optionee's  guardian  or legal  representative,  should one be  appointed).  The
shares purchased pursuant to the exercise of an Incentive Stock Option shall not
be transferred by the Optionee  except  pursuant to the Optionee's  will, or the
laws of  descent  and  distribution,  until  such date which is the later of two
years  after  the grant of such  Incentive  Stock  Option or one year  after the
transfer  of the  shares  to the  Optionee  pursuant  to the  exercise  of  such
Incentive Stock Option.

         5. Notice of Exercise of Option.  This Option may be  exercised  by the
Optionee,   or  by  the   Optionee's   administrators,   executors  or  personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise  attached  hereto as  Schedule  A) signed by the  Optionee,  or by such
administrators,  executors or personal representatives,  and delivered or mailed
to the Company as specified in this  Agreement to the attention of the President
or such other  officer as the Company may  designate.  Any such notice shall (a)
specify  the  number of shares of Stock  which the  Optionee  or the  Optionee's
administrators,  executors or personal representatives, as the case may be, then
elects to purchase hereunder,  (b) contain such information as may be reasonably
required by the Company  pursuant to this  Agreement,  and (c) be accompanied by
(i) a  certified  or  cashier's  check  payable to the Company in payment of the
total Exercise Price applicable to such shares as provided  herein,  (ii) shares
of stock  owned  by the  Optionee  and duly  endorsed  or  accompanied  by stock
transfer  powers  having a Fair Market Value equal to the total  Exercise  Price
applicable to such Shares purchased hereunder, or


<PAGE>

(iii) a certified  or  cashier's  check  accompanied  by the number of shares of
stock  where Fair  Market  Value when added to the amount of the check equal the
total Exercise Price applicable to such shares purchased hereunder. Upon receipt
of any such notice and  accompanying  payment,  and subject to the terms hereof,
the Company  agrees to issue to the Optionee or the  Optionee's  administrators,
executors or personal  representatives,  as the case may be, stock  certificates
for the number of shares specified in such notice  registered in the name of the
person exercising this Option.

         6.  Adjustment in Option.  The number of Shares subject to this Option,
the Exercise Price, and other matters are subject to adjustment  during the term
of this Option in accordance with Section 5.2 of the Stock Incentive Plan.

         7. Termination of Employment.

         (a) In the event of the  termination of the Optionee's  employment with
the Company or any of its Subsidiaries,  other than a termination that is either
(i) for Cause,  (ii)  voluntary on the part of the Optionee and without  written
consent  of the  Company,  or  (iii)  for  reasons  of death  or  disability  or
retirement,  the Optionee  may  exercise  this Option at any time within 30 days
after  such  termination  to the  extent  of the  number of  shares  which  were
Purchasable hereunder at the date of such termination.

         (b) In the event of a termination of the Optionee's  employment that is
either (i) for Cause or (ii)  voluntary  on the part of the Optionee and without
the written  consent of the Company,  this Option,  to the extent not previously
exercised,  shall  terminate  immediately  and shall not thereafter be or become
exercisable.

         (c) In the  event  of the  retirement  of the  Optionee  at the  normal
retirement  date  as  prescribed  from  time  to  time  by  the  Company  or any
Subsidiary,  the  Optionee  shall  continue  to have the right to  exercise  any
Options  for  shares  which  were  Purchasable  at the  date  of the  Optionee's
retirement  provided  that,  on the date which is three months after the date of
retirement, the Options will become void and unexercisable unless on the date of
retirement the Optionee enters into a noncompete  agreement with the Company and
continues to comply with such noncompete agreement.  This Option does not confer
upon the Optionee any right with respect to  continuance  of  employment  by the
Company or by any of its Subsidiaries.  This Option shall not be affected by any
change of employment so long as the Optionee  continues to be an employee of the
Company or one of its Subsidiaries.

         (d) In the event of termination of employment because of the Optionee's
Permanent  and  Total   Disability,   the  Optionee  (or  his  or  her  personal
representative) may exercise this Option,  within a period ending on the earlier
of (a) the last day of the one year period  following the  Optionee's  Permanent
and Total Disability or (b) the expiration date of this Option, to the extent of
the  number of  shares  which  were  Purchasable  hereunder  at the date of such
termination.

         (e) In the event of the Optionee's  death while employed by the Company
or any of its  Subsidiaries  or within three months after a termination  of such
employment (if such  termination was neither (i) for Cause nor (ii) voluntary on
the part of the Optionee and without the written  consent of the  Company),  the
appropriate  persons  described  in Section 5 hereof or persons to whom all or a
portion of this Option is  transferred  in accordance  with Section 4 hereof may
exercise  this Option at any time  within a period  ending on the earlier of (a)
the last day of the one year period  following the  Optionee's  death or (b) the
expiration  date of this Option.  If the Optionee was an employee of the Company
at the time of death,  this  Option  may be so  exercised  to the  extent of the
number of shares that were  Purchasable  hereunder at the date of death.  If the
Optionee's  employment  terminated prior to his or her death, this Option may be
exercised  only to the  extent of the number of shares  covered  by


<PAGE>

this Option which were Purchasable hereunder at the date of such termination.

         8. Compliance with Regulatory Matters.  The Optionee  acknowledges that
the issuance of capital stock of the Company is subject to  limitations  imposed
by federal and state law and the Optionee  hereby  agrees that the Company shall
not be obligated to issue any shares of Stock upon  exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory  authority (including without limitation the Securities
and Exchange  Commission)  having  jurisdiction over the affairs of the Company.
The  Optionee  agrees  that  he or  she  will  provide  the  Company  with  such
information  as is  reasonably  requested  by  the  Company  or its  counsel  to
determine  whether the issuance of Stock complies with the provisions  described
by this Section 8.

         9.  Forfeiture.  The purpose of the Stock Incentive Plan is to attract,
retain,  and reward  employees,  to increase stock ownership and  identification
with the Company's  interests,  and to provide  incentive for remaining with and
enhancing the value of the Company over the  long-term.  Therefore,  the Company
and the Optionee agree as follows:

                  (a) If, at any time  within  the  later of (i) one year  after
termination of the  Optionee's  employment or (ii) one year after the Optionee's
exercise of any portion of this  Option,  the  Optionee  engages in any activity
which   constitutes   a  violation  of  any   confidentiality,   noncompetition,
nonsolicitation,  or similar  provision  of any  employment  or other  agreement
between the Company and the Optionee  (or, if no  agreement is in place  between
the Company and the Optionee,  any Company policies pertaining to such matters),
or if the Optionee  engages in any  activity  which is  inimical,  contrary,  or
harmful  to the  interests  of the  Company  (including  conduct  related to the
Optionee's  employment for which either criminal or civil penalties  against the
Optionee may be sought or violation of the  Company's  policies,  including  the
Company's  insider  trading  policy),  then  (1)  this  Option  shall  terminate
effective  the date on which the  Optionee  enters  into such  activity,  unless
terminating  sooner by  operation of another term or condition of this Option or
the Stock  Incentive Plan, and (2) any Option Gain realized by the Optionee from
exercising  all or a portion of this Option shall be paid by the Optionee to the
Company.  "Option Gain" shall mean the gain represented by the mean market price
on the date of exercise  over the Exercise  Price,  multiplied  by the number of
shares  purchased  through  exercise  of  the  Option,  without  regard  to  any
subsequent  market  price  decrease  or  increase.   The  forfeiture  provisions
described  in this  Section  shall  apply  even if the  Company  does not  elect
otherwise to enforce the  employment  agreement or take other action against the
Optionee,  but shall not apply if termination of the Optionee's  employment with
the Company  occurs in  connection  with or  following  a Corporate  Transaction
involving the Company (as defined in the Stock Incentive Plan).

         (b) By accepting this Agreement,  the Optionee  consents to a deduction
from any amounts  the Company  owes the  Optionee  from time to time  (including
amounts owed as wages or other compensation,  fringe benefits, or vacation pay),
to the extent of the amounts the Optionee  owes the Company  under this Section.
Whether or not the Company  elects to make any  set-off in whole or in part,  if
the  Company  does not  recover by means of set-off  the full amount owed by the
Optionee to the Company,  calculated as set forth above,  the Optionee shall pay
immediately the unpaid balance to the Company.  The Optionee hereby appoints the
Company  as its  attorney-in-fact  to  execute  any  documents  or do  any  acts
necessary to exercise its rights under this Section.

         (c) The  Optionee  may be  released  from its  obligations  under  this
Section only if the Board of Directors (or its duly appointed agent)  determines
in its sole discretion that such action is in the best interests of the Company.

<PAGE>

         10. Miscellaneous.

         (a) This  Agreement  shall be binding upon the parties hereto and their
representatives, successors and assigns.

         (b)  Unless  the  context  clearly  indicates  to  the  contrary,   all
capitalized  terms  used  herein  shall have the  meanings  as set forth in this
Agreement,  or in the event a capitalized term is not clearly  described in this
Agreement,  the meanings as set forth in the Greenville First  Bancshares,  Inc.
2000 Stock Incentive Plan dated February __, 2000.

         (b) This  Agreement is executed and delivered in, and shall be governed
by the laws of, the State of South Carolina .

         (c) Any  requests  or  notices  to be given  hereunder  shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished,  upon actual delivery thereof to the designated recipient,
or three days after  deposit  thereof in the  United  States  mail,  registered,
return receipt requested and postage prepaid,  addressed, if to the Optionee, at
the address set forth below and, if to the Company,  to the executive offices of
the Company at Post Office Box 17465, Greenville, South Carolina 29606.

         (d) This  Agreement may not be modified  except in writing  executed by
each of the parties hereto.



         IN WITNESS  WHEREOF,  the Board of  Directors of the Company has caused
this Stock  Option  Agreement  to be  executed  on behalf of the Company and the
Company's  seal  to be  affixed  hereto  and  attested  by the  Secretary  or an
Assistant  Secretary  of the Company,  and the Optionee has executed  this Stock
Option Agreement under seal, all as of the day and year first above written.

                            GREENVILLE FIRST BANCSHARES, INC..

                            By: __________________________________
                                  Name: R. Arthur Seaver, Jr.
                                  Title: President and Chief Executive Officer


                            OPTIONEE

                             By:  ________________________________

                             Name: *********

                             Address:______________________________






<PAGE>




                                   SCHEDULE A
                               NOTICE OF EXERCISE

                 To exercise Stock Options, the Optionee should
        complete this Schedule, execute it, and return it to the Company




         The undersigned hereby notifies Greenville First Bancshares,  Inc. (the
"Company")  of this  election  to exercise  the  undersigned's  stock  option to
purchase  shares of the Company's  common stock,  par value $0.01 per share (the
"Common  Stock"),  pursuant  to the Stock  Option  Agreement  (the  "Agreement")
between the undersigned  and the Company dated  _______________________________.
Accompanying  this  Notice  is a check  in the  amount  of  $___________________
payable to the Company such amount  being equal to the purchase  price per share
set forth in the Agreement  multiplied  by the number of shares being  purchased
hereby.

         IN WITNESS  WHEREOF,  the  undersigned  has set his hand and seal, this
________ day of _________________, ---------.


                                   OPTIONEE [OR OPTIONEE'S
                                   ADMINISTRATOR,
                                   EXECUTOR OR PERSONAL
                                   REPRESENTATIVE]



                                   Name:____________________________________
                                   Print Name: _______________________________