BRIGHT O'HARE PARTNERSHIPS

                                 LEASE AGREEMENT

     This Lease Agreement is made and entered into this 14th day of January 2003
by and between Landlord and Tenant, as such parties are identified below.

                               SPECIFIC PROVISIONS

     1.  PRELIMINARY PROVISIONS.  The following definitions and provisions shall
         ----------------------
apply to this Lease:

         1.1  Landlord.  The name,  identity and address(es) of the Landlord are
              as follows:

                      Bright O'Hare Moss Creek Partnership,
                      a South Carolina General Partnership
                               c/o Eldon M. Bright
                                P. O. Drawer 7626
                          Hilton Head Island, SC 29928
                                 (843) 686-6900
                                  Fax 686-6901



         1.2  Tenant.  The name,  identity and  address(es) of the Tenant are as
              ------
              follows:

                            LOWCOUNTRY National Bank
                          Randy C. Kohn, President, CEO
                              36 Sea Island Parkway
                               Beaufort, SC 29902
                                 (843) 522-1228
                                  Fax 524-4510


         The Tenant is a:  Corporation, which is formed  under the laws of South
                           -----------
         Carolina

         1.3  Demised  Premises.  The  Demised  Premises  are as  follows:  1533
              -----------------
              Fording Island Road, Suite 300,  approximately  1,800 square feet,
              together with the nonexclusive rights to utilize the common areas,
              and the limited common elements made available to Tenant.

         1.4  Term. The term of this Lease shall be as follows:
              ----

              Length of Term:                      64 months
              Commencement Date:                   February 1, 2003
              Termination Date:                    May 31, 2008


Note: In the event that this Lease is subject to a Renewal  Option  Rider,  then
the Length of the Term shall include any renewal  period  exercised  thereunder.
Further,  in the event that this  Lease is  subject  to a Landlord  Construction
Rider  the  Commencement  Date and  Termination  Date is  subject  to  change as
provided therein.




                                       1
<PAGE>



     1.5 Rent.  The Rent due from the Tenant to the Landlord for the term is One
         ----
Hundred Seventy Four Thousand Six Hundred and 00/100 ($174,600.00)  Dollars, and
shall be  paid,  unless  otherwise  accelerated  in  accordance  with the  terms
contained herein, as follows:

1.   Beginning June 1, 2003 Tenant shall pay $2,550.00 per month for Twenty Four
     (24) months
2.   Beginning June 1, 2005  Tenant shall pay $3,150.00 per month for Thirty Six
     (36) months

     1.5.2 All rent  under this  Lease is  payable  monthly  in advance  without
notice,  demand,  reduction  or set off, to  Landlord  at the address  indicated
above,  or at such other  place as may be  designated  in writing by Landlord to
Tenant.  Any rent  unpaid  after the 5th day of the month shall be subject to an
administrative  late  fee in the  amount  of ten  percent  (10%) of any past due
amounts.

     1.6 Security Deposit.  Upon  Execution  of  this Lease the Tenant agrees to
         ----------------
pay Landlord a security  deposit in the amount Two Thousand  Five Hundred  Fifty
and 00/100 ($2,550.00)  Dollars.  Such deposit shall be paid to Landlord and may
be commingled  and/or utilized with the other  operating funds of Landlord.  The
Security  Deposit is not to be used as payment of the last month's rent,  but is
to be held as security  against  Tenant's  performance  of all  obligations  and
covenants  pursuant  of this  Agreement.  Within  thirty  (30)  days  after  the
termination  of the lease term,  Landlord  shall  provide in writing to Tenant a
list of the offsets that the Landlord has applied against the Security  Deposit,
if any, and return any remaining portion of the Security Deposit. Application of
the  security  deposit by  Landlord  toward any  damages  or costs  incurred  by
Landlord shall be in addition to and not in lieu of any other remedies available
to Landlord.

     1.7 Riders and  Addendum.  This  Lease  Agreement  shall  be subject to the
         --------------------
Riders and/or Addendums designated (with an "X") below:

                  Cost of Living Adjustment Rider (COLA)
     ------------
          X        Renewal  Option  Rider - Tenant has  the option to renew this
     ------------  lease agreement for a five-year period at $3,500.00 per month
                   Security Agreement Rider
     ------------
          X        Addendum A
     ------------
                   Addendum B
     ------------
                   Guaranty Addendum
     ------------


     1.8 Purpose of Tenancy.  The Tenant during the term of this Lease Agreement
         ------------------
and any  renewals  thereof,  agrees to  utilize  the  Demised  Premises  for the
following  use(s):  Bank/Financial  Services and related  business and ancillary
uses associated therewith. Any other use of the Demised Premises is specifically
prohibited,  unless  the  Landlord  approves  of  such  use in  accordance  with
subsection 3.1.  Further,  Tenant's use of the Demised Premises shall be subject
to the additional  provisions,  conditions or  limitations  contained in Section
3.1.9.

     Entire  Agreement.  This  Lease  Agreement,  which  includes  the  Specific
     -----------------
Provisions  above,  the General  Terms and  Conditions  below and any  exhibits,
addendums  or riders  identified  above,  if any,  set forth all the  covenants,
agreements, conditions and understandings between Landlord and Tenant concerning
the  Demised  Premises,  and  there  are  no  covenants,  promises,  conditions,
agreements or understandings, either oral or written, between them other than as
herein set forth. No alterations, amendments, changes or additions to this Lease
Agreement shall be binding upon Landlord or Tenant unless reduced to writing and
signed by each party.




                                       2
<PAGE>



                          GENERAL TERMS AND CONDITIONS

2    GRANT OF LEASEHOLD. In consideration of the rents, covenants and agreements
     ------------------
contained herein and in consideration for the guaranty being provided below, and
in consideration of the rents, covenants and agreements hereinafter reserved and
contained  on the part of the  Tenant to be  observed  and  performed,  Landlord
hereby  leases to Tenant,  and Tenant  hereby rents from  Landlord,  the Demised
Premises.

3    USE OF DEMISED PREMISES.
     -----------------------

3.1  Use Conditions. The  Demised Premises  are  hereby leased to Tenant for the
     --------------
purpose(s) set forth in Section 1.8 hereinabove, Tenant agrees not to materially
alter  such use  without  the prior  written  consent  of  Landlord,  and Tenant
covenants and agrees not to use the Demised Premises for any unlawful or immoral
purpose  or in  such a  manner  as to  create  a  nuisance  to  any  surrounding
properties.  Tenant agrees to comply with all applicable  recorded covenants and
restrictions,  laws,  ordinances and valid rules and regulations of any federal,
state,  municipal  or other  public  authorities  having  jurisdiction  over the
Demised  Premises.  Tenant  acknowledges  that  money  damages  alone  will  not
adequately  compensate  Landlord for breach of Tenant's  obligations  under this
Section 3 and,  therefore,  agrees that in the event of the breach or threatened
breach of any covenant or agreement under this Section 3, then the Landlord,  in
addition  to  all  other  remedies   available  to  it  (including  a  suit  for
compensatory  and/or incidental damages  associated with such breach),  shall be
entitled to  injunctive  relieve  compelling  specific  performance  of or other
compliance  with,  the terms  hereof.  In the event that the  Landlord  seeks to
enforce this Section as a result of the Tenant  breaching  the use  restrictions
contained herein,  then the landlord shall be entitled to recover all reasonable
costs, fees and expenses incurred,  including attorney's fees.  Furthermore,  if
Landlord seeks injunctive relief to enforce any covenant of this Agreement,  the
Tenant agrees to waive any requirements  that Landlord post a bond in connection
with the Landlord obtaining such injunctive relief.

3.2  Use of Common  Areas.  The use of the  Demised Premises  shall  include the
     --------------------
non-exclusive  use of the  surrounding  access ways,  parking areas,  sidewalks,
grounds and other applicable areas, if any. Tenant  acknowledges and agrees that
the  driveway  providing  access to the  Demised  Premises  and the  surrounding
parking  areas are jointly  utilized by other  tenants of the  Landlord.  Tenant
further agrees that the Landlord shall be entitled to enact reasonable rules and
regulations  for the  utilization of such "common  areas",  and the Tenant shall
abide by such rules and regulations. Tenant further agrees not to interfere with
the use of such common areas by Landlord and other  tenants of Landlord any such
interfering use shall  constitute a nuisance.  Landlord shall be responsible for
the repair and maintenance of the streets and driveways  providing access to the
Demised  Premises and the  surrounding  parking  areas,  except any such repairs
and/or maintenance shall be the responsibility of Tenant,  where such repairs or
maintenance  are  occasioned  by an  intentional  act or an act of negligence of
Tenant, or any among Tenant's agents, employees, invitees or licensees.

3.3  Quiet Possession.  Landlord  agrees that upon Tenant paying the rentals and
     ----------------
other payments  required from Tenant hereunder and upon Tenant's  performance of
all of the  provisions,  covenants  and  conditions  of this Lease  imposed upon
Tenant  hereunder,  Tenant may quietly have hold and enjoy the Demised  Premises
during the term of this Lease,  without hindrance or interruption by Landlord or
anyone lawfully or equitably claiming by, through or under Landlord.

3.4  Right of Access.  Notwithstanding the foregoing,  Landlord,  and Landlord's
     ---------------
authorized  agents and  representatives,  shall be entitled to enter the Demised
Premises at all reasonable times for the purpose of: serving, posting or keeping
posted thereon such notices as Landlord may deem  necessary or  appropriate  for
protection of Landlord,  its interests or the Demised  Premises;  or, inspecting
the Demised  Premises,  or any portion thereof,  making necessary repairs to the
Demised Premises and performing any work therein or thereon,  which Landlord may
elect or be required to make hereunder, or which may be necessary to comply with
any  laws,  ordinances,   rules,  regulations  or  requirements  of  any  public
authority, or which Landlord may deem necessary or appropriate to prevent waste,
loss,  damage or of deterioration to or in connection with the Demised Premises.
Nothing  contained  herein  shall  impose or be deemed to impose any duty on the
part of  Landlord  to do any  work of  repair,  maintenance,  reconstruction  or
restoration  which, under any provision of this Lease, is required to be done by
Tenant; and the performance thereof by Landlord shall not constitute a waiver of
Tenant's default in failing to do the same. Landlord may, during the progress of
any work on the Demised  Premises,  keep and store upon the Demised Premises all
necessary materials,  tools and equipment Landlord shall, however, in connection
with  the  performance  of  any  such  work,  cause  as  little   inconvenience,
disturbance  or other  damage or loss to Tenant  as may be  reasonably  possible
under the  circumstances,  Provided that Landlord fulfills its  responsibilities
under  the  foregoing  sentence,  Landlord  shall not be in any way  liable  for
inconvenience,  annoyance,  disturbance, loss of business or quiet enjoyment, or
other  damage or loss to Tenant by  reason  of  making  any such  repairs  to or
performing  any such work upon the  Demised  Premises  or on account of bringing
materials,  supplies and equipment  into,  upon or through the Demised  Premises
during the course thereof,  and the obligations of Tenant under this Lease shall
not thereby be affected in any manner whatsoever.

3.5  Alterations.  All alterations, additions,  improvements and fixtures, other
     -----------
than trade  fixtures,  which may be made or  installed  by either of the parties
hereto  upon the  Demised  Premises,  which in any  manner are  attached  to the
floors,  walls or ceilings and which cannot be removed substantial damage to the
Demised  Premises shall be the property of Landlord,  and at the  termination of
this Lease  Agreement  shall  remain  upon and be  surrendered  with the Demised
Premises as a part thereof,  without disturbance or removal.  Any floor covering
which  may be  cemented  or  otherwise  adhesively  affixed  to the floor of the
Demised  Premises  shall be and  become the  property  of  Landlord  absolutely.
Landlord may,  however,  designate by written notice to Tenant those alterations
and/or  additions  which  shall  be  removed  by  Tenant  at the  expiration  or
termination of this Lease  Agreement,  and Tenant shall promptly remove the same
and  restore  or  repair  any  damage  to the  Demised  Premises  caused by such
alterations, additions or by removal of trade fixtures.

3.6  Hazardous Materials.  Tenant  shall  not  cause  or  permit  any  Hazardous
     -------------------
Material to be brought upon,  kept, or used in or about the Demised  Premises by
Tenant, its agents, employees,  contractors or invitees. If contamination of the




                                       3
<PAGE>

Demised Premises by Hazardous Material occurs as a result of any act or omission
on the part of Tenant,  its agents,  employees,  contractors  or  invitees  then
Tenant shall indemnify,  defend and hold the Landlord  harmless from any and all
claims,  judgments,  damages,  penalties,  fines,  costs,  liabilities or losses
(including,  without  limitation,  diminution in value of the Demised  Premises,
damages for the loss or  restriction  on use of rentable or usable  space or any
amenity of the Demised  Premises,  damages  arising  from any adverse  impact on
marketing of space,  and sums paid in  settlement  of claims,  attorneys'  fees,
consultant fees and expert fees) which arise during or after the lease term as a
result of such  contamination,  This obligation to indemnify  includes,  without
limitation,  costs  incurred  in  connection  with  any  investigation  of  site
conditions or any cleanup, remediation, removal, or restoration work required by
any  federal,  state,  or local  governmental  agency or  political  subdivision
because of  Hazardous  Material  present in the soil or ground water on or under
the Demised Premises  Without  limiting time foregoing,  if tire presence of any
Hazardous  Material on the Demised  Premises  caused or permitted by Landlord or
Tenant results in any  contamination  of the Demised  Premises,  then the Tenant
shall  promptly  take all actions at its sole expense as are necessary to return
the Demised Premises to the condition  existing prior to the introduction of any
such'  Hazardous  Material  to the Demised  Premises;  provided  that  Landlords
approval of such actions shall first be obtained,  which  approval  shall not be
unreasonably  withheld so long as such actions  would not  potentially  have any
material adverse long-term or short-term effect on the Demised Premises.

3.7  Landlord Hazardous Material Warranty.  Landlord represents and warrants, to
     ------------------------------------
the best of Landlord's knowledge,  that any handling,  transportation,  storage,
treatment  or usage of toxic or  hazardous  substances  that has occurred on the
Demised  Premises to date has been in compliance  with all  applicable  federal,
state and local laws, regulations,  and ordinances.  Landlord further represents
and warrants, to the best of Landlord's knowledge, that no leak, spill, release,
discharge, emission or disposal of toxic or hazardous substances has occurred on
the Demised Premises to date and that, to the best of Landlord's knowledge,  the
soil,  groundwater,  and soil vapor on or under the Demised  Premises is free of
toxic or hazardous substances as of the date of this Lease Agreement

3.8  Definition  of  Hazardous  Material.  As used herein,  the term  "Hazardous
     -----------------------------------
Material" means any hazardous or toxic substance,  material or waste which is or
becomes  regulated  by any  local  governmental  authority,  the  State of South
Carolina  or  the  United  States  Government.  The  term  "Hazardous  Material"
includes, without limitation, any material or substance that is (i) defined as a
"hazardous  substance" under appropriate  state law provisions,  (ii) petroleum,
(iii) asbestos,  (iv) designated as a `hazardous  substance' pursuant to Section
311 of the Federal Water Pollution  Control Act (33 U.S.C. in Section 1321), (v)
defined as a "hazardous  waste" pursuant to Section 1004 of the Federal Resource
Conservation  and Recovery Act, 42 U.S.C.  in Section 6901 et seq. (42 U.S.C. in
Section 6903), (vi) defined as a "hazardous  substance"  pursuant to Section 101
of the Comprehensive Environmental Response,  Compensation and Liability Act, 42
U.S.C.  in Section 9601 et seq. (42 U.S.C. in Section 960l), or (vii) defined as
a "regulated  substance"  pursuant to  Subchapter  IX, Solid Waste  Disposal Act
(Regulation of Underground Storage Tanks) 42 U.S.C. in Section 6991 et seq.

3.9  Disposal Needs. Tenant shall be responsible to make arrangements to provide
     --------------
any  particular  or  distinct  disposal  needs  with  respect  to  the  Tenants
operation.  In no case shall the Tenant  dispose of grease or oil by  utilizing
the sewer facilities provided at the Demised Premises. Furthermore, Tenant shall
reimburse,  indemnify and hold the Landlord harmless from any losses, damages or
liabilities  incurred by Landlord as a result of the Tenant  failing to dispose
`of its wastes and byproducts in an appropriate and proper manner.

4.   MAINTENANCE OF DEMISED PREMISES.
     -------------------------------

4.1  Maintenance  Obligations of Tenant.  Tenant will be  responsible  and shall
     ----------------------------------
perform on a timely  basis all  maintenance,  repairs  and upkeep on the Demised
Premises,  except for the limited maintenance  responsibilities  retained by the
Landlord  hereunder.  Such obligation to repair and maintain shall include,  but
shall not be limited to, the  obligation  to maintain the Demised  Premises in a
clean, orderly and sanitary condition,  to perform or cause to be performed,  at
its expense,  and in a timely  fashion all ordinary and normal  maintenance  and
servicing of all plumbing,  electrical,  heating and air conditioning  equipment
and fixtures associated with the Demised Premises,  including but not limited to
the  replacement of light bulbs and air filters,  and the replacement of any and
all damaged or broken  glass,  plate or  otherwise,  from any cause  whatsoever.
Tenant shall further be responsible for the ordinary, customary or minor repair,
maintenance and replacement of any and all plumbing, electrical, heating and air
conditioning  equipment located within the Demised Premises and all improvements
associated with any "Tenant Improvements",  as such are defined herein or as may
be defined in any  addendum  to this  Lease.  Furthermore,  the Tenant  shall be
responsible for all minor repairs  associated  with the structure,  building and
other Landlord Improvements, as such is defined herein. For definition purposes,
repairs,  maintenance and replacement of any one incident, in the amount of Five
Hundred  and  00/100  ($500.00)  Dollars  or less  should  be  considered  to be
ordinary,  customary  or minor  repairs and covered as Tenant's  responsibility.
Repairs,  of any one incident in the amount of more than Five Hundred and 00/100
dollars   should  be   considered   major   repairs  and  covered  as  Landlords
responsibility. Tenant agrees to provide Landlord with such evidence and records
as Landlord  may request  from time to time to provide  evidence  that Tenant is
fulfilling  the  maintenance   requirements  imposed  hereunder.   Additionally,
Landlord shall be entitled to make periodic  inspections of the Demised Premises
at commercially reasonable times.

Tenant's initials
                  ------------------

4.2  Maintenance Obligations of Landlord. Landlord  shall  keep the  foundation,
     -----------------------------------

the exterior walls and roof of the Demised Premises in good repair, and shall be
responsible for any "major repairs" of the structure,  the Landlord Improvements
(as such term is defined herein), and the plumbing,  electrical, heating and air
conditioning  equipment serving the Demised Premises,  except where such repairs
are  occasioned by an  intentional  act or an act of  negligence of Tenant,  its
agents, employees,  invitees or licensees, or where such repairs are a result of
Tenant's  misuse and/or failure to provide  ordinary and regular  maintenance in
accordance with subsection 4.1. Landlord shall not be required to make any other
improvements or repairs of any kind to the Demised Premises and appurtenances.



                                       4
<PAGE>

4.3   Common Area  Maintenance.  Tenant shall be responsible for the maintenance
      ------------------------
and upkeep of the portions of the areas surrounding the Demised Premises located
adjacent  thereto or  otherwise  utilized  by Tenant or its  employees,  agents,
suppliers, customers and/or clientele.

4.4   Fire Extinguishers. Tenant, at its own expense, shall install and maintain
      ------------------
fire  extinguishers and other fire protection  devices as may be required by any
governmental  agency  having  jurisdiction  over  the  Demised  Premises  or the
insurance  underwriters insuring the building of which the Demised Premises form
a portion.  Tenant is responsible for insuring that the  extinguishers and other
fire protection devices located in or on the Demised Premises are maintained,

4.5   Signs. Tenant shall not erect or install any exterior or interior signs or
      -----
advertising media or window or door lettering,  or placards without the previous
written consent of Landlord,  which consent shall not be unreasonably  withheld.
Provided  however,  Landlord shall not be deemed to have  unreasonably  withheld
consent for the election or  installation  of any sign,  advertising  media etc.
when it does not conform in style,  size or manner to that presently  located or
later   contemplated  for  other  tenants  and  business  locations  within  the
development of Demised  Premises are located.  Nor shall Tenant use any displays
or advertising  media which shall be deemed  objectionable  to Landlord or other
tenants,  such as flashing  lights,  loudspeakers  or phonographs or other noise
creating  devices  in a manner to be heard  outside  the  Demised  Premises.  No
exterior  lighting  or  plumbing  fixtures,  shades or awnings  or any  exterior
decorations or painting shall be installed  without the prior written consent of
Landlord,  which consent shall not be unreasonably withheld. In the event Tenant
shall erect or install any signs, exterior lighting,  plumbing fixtures,  shades
awnings or exterior  decorations,  or other  items not having  been  approved in
writing in advance by Landlord,  Landlord may remove them without notice and the
cost of such  removal and  restoration  of the Demised  Premises to its original
condition shall be paid by Tenant to Landlord as additional rent within ten (10)
days  after  receipt  by Tenant  of  written  demand  for  payment  of same from
Landlord.  Public notices required by law are exempt from the provisions of this
section.

4.6   Alterations.  Tenant shall  not make or cause to be made any  alterations,
      -----------
additions  or  improvements  to the "Demised  Premises,  whether  structural  or
non-structural,  or cause to be installed  any exterior  sign,  floor  covering,
interior or exterior lighting, plumbing fixtures, shades, canopies or awnings or
make  changes  to the  exterior  appearance  of  the  Demised  Premises  without
Landlord's  prior written  approval, which shall not be  unreasonably  withheld.
Tenant shall submit to Landlord  plans and  specifications  for such work at the
time approval is sought,  which plans and specifications must be specific enough
in detail to accurately  inform  Landlord of the  alterations  proposed.  Before
commencement of any work, all plans and specifications  shall be filed with and
approved by all governmental departments or authorities having jurisdiction, and
the necessary permits, must be obtained.

5.    INSURANCE AND INDEMNITY.
      -----------------------

5.1   Indemnity.  Tenant  covenants with  Landlord  that  Landlord  shall not be
      ---------

liable for any damage or  liability of any kind or for any injury to or death of
persons or damage to property of Tenant or any other  person  during the term of
this  Lease,  from any cause  whatsoever,  by reason of the use,  occupancy  and
enjoyment  of the Demised  Premises  by Tenant or any person  thereon or holding
under said Tenant,  and that Tenant will  indemnify and save  harmless  Landlord
from all liability,  whatsoever on account of any such real or claimed damage or
injury and from all  liens,  claims and  demands  arising  out of the use of the
Demised Premises and its facilities,  or any repairs or alterations which Tenant
may make upon said  Demised  Premises.  Provided  however,  Tenant  shall not be
liable for damage or injury  occasioned  by the  negligence  of  Landlord or its
designated agents,  servants or employees unless,  and only to the extent,  such
negligence  is  covered,  or would have been  covered,  by  insurance  Tenant is
required to maintain  hereunder.  This  obligation  to indemnify  shall  include
reasonable  attorneys  fees, and  investigation  costs and all other  reasonable
costs,  expenses and liabilities  from-the first notice that any claim or demand
is to be made or may be made.

5.2.  Subrogation.  Landlord and Tenant  hereby  waive any  rights each may have
      -----------
against  the other on account of any  loss or damage  occasioned  by Landlord or
Tenant, as the case may be, their respective property,  the Demised Premises, or
its  contents,  arising  from any risk  generally  covered  by fire or  extended
coverage  insurance,  and the  parties  each,  on  behalf  of  their  respective
insurance  companies  insuring the property of either Landlord or Tenant against
any such loss,  waive any right of subrogation that it may have against Landlord
or Tenant,  as the case may be, if such waiver is  permitted  by, or  obtainable
from the respective insurance company.

5.3   Tenant  Insurance. Tenant  covenants  and  agrees  that from and after the
      -----------------
delivery  of the Demised  Premises by Landlord to Tenant,  Tenant will carry and
maintain, at its sole cost and expense, the following types of insurance, in the
amounts specified and in the forms hereinafter provided for:

5.3.1 Public Liability and Property Damage. Public liability and property damage
      ------------------------------------
insurance with a combined single limit of One Million and no/100 ($1,000,000.00)
Dollars  insuring  against any and all  liability of the insured with respect to
Demised  Premises or arising out of the maintenance,  use or occupancy  thereof.
All such  bodily  injury  liability  insurance  and  property  damage  liability
insurance  shall be  specifically  included in the indemnity  obligations of the
Tenant contained in Section 4.1, and shall provide coverage to the Landlord from
or against  any claim  resulting  from the  negligence  of the  Landlord  or the
Landlord's servants, agents and employees.

5.3.2 Plate Glass.  Tenant shall be responsible for the maintenance of the plate
      -----------
glass on the Demised Premises and shall insure the risk associated therewith.

5.3.3 Tenant  Improvements.  Insurance  covering  all of the Tenant's  leasehold
      --------------------
improvements,  trade fixtures,  merchandise  and personal  properly from time to
time in, on or upon the Demised  Premises,  and  personal  property of others in
Tenant's possession in an amount not less than the full replacement cost without
deduction  for  depreciation  from  time to time  during the term of this Lease,
providing  protection against any peril included within the classification "Fire
and Extended  Coverage",  together  with  insurance  against  sprinkler  damage,
vandalism  and malicious  mischief.



                                       5
<PAGE>

Any policy  proceeds shall be used for the repair or replacement of the property
damaged or  destroyed  unless  this Lease  tail  cease and  terminate  under the
provisions contained herein.

5.3.4 Other  Coverages.  Tenant  shall  also be  required  to  such   additional
      ----------------
coverages  that may be imposed by any addendum or  amendment  to this Lease,  if
any.

5.4   Policy-Forms.  All  policies of  insurance  provided  for  herein shall be
      ------------

issued by insurance companies with general policyholders' rating not less than A
and a financial  rating of AAA as rated in the most currant  available  "Best's
Insurance Reports," and qualified to do business in the State of South Carolina,
and shall be issued in the names of Landlord,  Tenant and such other  persons or
firms as Landlord  specifies  from time to time.  Such policies shall be for the
mutual  and  joint  benefit  and  protection  of  Landlord,  Tenant  and  others
hereinabove  mentioned,  and  executed  copies of such  policies of insurance or
certificates  thereof shall be delivered to Landlord  within ten (10) days after
delivery of possession of the Demised  Premises to Tenant and thereafter  within
thirty (30) days prior to the  expiration  of the term of each such policy.  All
public  liability and property  damage  policies shall contain a  provision that
Landlord,  although  named as an  insured,  shall  nevertheless  be entitled to
recovery under said policies for any loss occasioned to it, its servants, agents
ad employees by reason of the negligence of Tenant. As often  as any such policy
shall expire or terminate,  renewal or additional policies shall be procured and
maintained  by  Tenant  in like  manner  and to like  extent  All  policies  of
insurance  delivered  to  Landlord  must-contain  a  provision  that the company
writing said policy will give to Landlord  twenty (20) days notice in writing in
advance of any  cancellation  or lapse or the effective date of any reduction in
the  amounts  of  insurance.  All  public  liability  property  damage and other
casualty  policies shall be written as primary  policies,  not contributing with
and not in excess of the coverage which Landlord may carry.

5.5   Failure of Tenant to  Obtain.  In the event  that Tenant  fails to procure
      ----------------------------
and/or  maintain any insurance  required this Section,  fails to carry insurance
required by law and  governmental  regulation or fails to provide  Landlord with
evidence  of such  coverage  within  five (5) days after  being  asked to do so,
Landlord may, but without obligation to do so, at any time or from time to time,
and without notice,  procure such insurance and pay the premiums  therefore,  in
which event Tenant shall repay  Landlord all sums so paid by Landlord,  together
with the late  payment  charge of ten (10%)  percent as provided  in  subsection
1.5.3  hereof,  and any  incidental  costs or  expenses  incurred by Landlord in
connection  therewith,  within ten (10) days following Landlord's written demand
to Tenant for such payment.

5.6   Blanket Policy.  Notwithstanding anything to the contrary contained within
      --------------
this Section,  any party's obligations to carry insurance as provided for herein
may be brought within the coverage of a so-called  blanket policy or policies of
insurance carried and maintained by such party; provided, however, that Landlord
and  others  hereinabove  mentioned  shall be named  as an  additional  insureds
thereunder  as their  respective  interests  may  appear  and that the  coverage
afforded by such coverages  pursuant to this Lease are not reduced or diminished
by reason of the use of such blanket policy of insurance,  and provided  further
that the requirements and forth herein are otherwise satisfied. Tenant agrees to
permit Landlord at all reasonable  times to inspect the policies of insurance of
Tenant  covering  risks upon the Demised  Premises for which  policies or copies
thereof are not required to be delivered to Landlord

5.7   Increased Insurance Risks.  Tenant  agrees that it  will not at  any  time
      -------------------------
during  the term of this  Lease  carry any stock or goods or do  anything  in or
about the Demised  Premises which will in any way tend to increase the insurance
rates upon-the  building of which the Demised Premises are a part. Tenant agrees
to pay the Landlord forthwith upon demand the amount of any increase in premiums
for insurance  against loss by fire or other casualty that may be charged during
the term of this Lease on the amount of insurance  carried by it on the building
of which the Demised  Premises are a part  resulting  from the foregoing or from
Tenant  doing any act in or about said Demised  Premises  which does so increase
the insurance rates, whether or not Landlord shall have consented to such act on
the part of Tenant. For purposes of the immediately preceding sentence, a letter
or statement provided by Landlords insurance agent or other reliable information
shall be sufficient  to establish  the amount of the increase in the  Landlord's
insurance premium  resulting from Tenant's use of the Demised Premises.  Further
in the  event  that  the  use  contemplated  by the  Tenant  in  subsection  1.8
contemplates  any activity  which may now, or in the future,  impose one or more
additional  risks of a material  nature,  then the Landlord shall be entitled to
require the Tenant to obtain  coverage  insuring  against such risk (for example
dram shop liability coverage).  If Tenant installs upon the Demised Premises any
electrical  equipment which  constitutes an overload on the electrical  lines of
the Demised Premises,  Tenant shall at its own expense make whatever changes are
necessary to comply with the requirements of the insurance  underwriters and any
governmental  authority  having  jurisdiction  thereover,   but  nothing  herein
contained shall be deemed to constitute Landlord's consent to such overloading.

6     UTILITY SERVICES AND CHARGES.
      ----------------------------

6.1   All accounts for such  services  shall be  maintained  in  Tenant's  name.
Landlord  shall not be liable in damages or otherwise  should the  furnishing of
any service to the Demised  Premises be  interrupted  by fire,  accident,  riot,
strike,  Act of God or due to the making of necessary repairs or improvements or
other causes beyond the control of Landlord.

6.2   Tenant shall pay before  delinquency,  at its sole cost and  expense,  all
charges for water, gas, heat,  electricity,  power,  telephone service,  and all
other charges for services or  utilities of  whatsoever kind  or nature used in,
upon or from the Demised Premises by Tenant or any of its subtenants,  licensees
or concessionaires during the term hereof.

7     AD VALOREM TAXES.
      ----------------

7.1   Real Property Taxes.  Landlord  shall  be  responsible  for "Real Property
      -------------------
Taxes" (as hereinafter  defined)  applicable to the Demised  Premises.  The term
"Real  Property   Taxes"  shall  include  all  taxes,   assessments   and  other
governmental  charges (excluding  general income taxes, gift taxes,  inheritance
taxes and estate taxes)  imposed upon Landlord in connection  with the Premises.
All  assessments,  taxes,  fees,  levies and  charges  imposed  by  governmental
agencies  for  services  such as fire  protection,  street,  sidewalk  and  road
maintenance, refuse removal and other public services generally provided without
charge  to  owners  or  occupants  shall  also be  deemed  included  within  the
definition of "Real Property Taxes" for purposes of this Lease.



                                       6
<PAGE>

7.2   Personal Property  Taxes.  Tenant shall be liable for and shall pay before
      ------------------------
delinquency  (and, upon demand by Landlord,  Tenant shall furnish  Landlord with
satisfactory evidence  of the  payment  thereof)  all taxes and  assessments  of
whatsoever kind or nature,  and penalties and interest thereon,  if any, levied
against Tenant's property and any other personal property of whatsoever kind and
to whomsoever belonging,  situate or installed in and upon the Premises, whether
or not affixed to the realty.  If at anytime  during the term hereof any of said
property, whether or not belonging to Tenant, shall be taxed or assessed as part
of the real property on which the Demised Premises are situate,  then such taxes
or  assessments  shall,  for  the  purpose  of  this  Lease,   be deemed  to  be
personal property  taxes or assessments and the provisions of this Section shall
not be applicable  thereto.  For the purpose of  determining  the amount of such
taxes or assessments,  figures supplied by the Beaufort County Assessor's Office
or other taxing authority as to the amount thereof shall be conclusive

7.3   Taxes on or in Respect of Rent. In the event of the enactment, adoption or
      ------------------------------
enforcement by any  governmental  authority,  including the United  States,  any
state or political or governmental  subdivision of any assessment,  levy or tax,
whether  sales,  use or  otherwise,  on or in respect to the  rentals  set forth
herein, or in respect to the right to lease, use or occupy the Premises,  Tenant
shall pay such assessment,  levy or tax to Landlord,  or, at Landlord's  option,
Tenant  shall pay such  assessment,  levy or tax  directly  to the  governmental
authority.  Notwithstanding  the foregoing  this subsection 6.3 shall not impose
upon  Tenant  the  obligation  to  reimburse  Landlord  for  any  income,  gift,
inheritance or estate tax in any way on the Demised Premises.

8     LIENS.  Tenant  covenants  that  during  the  term of this  Lease it shall
      -----
promptly  discharge any and all claims of materialmen's,  artisan's,  laborer's,
contractor's or subcontractor's liens  which may be filed, created,  recorded or
imposed  with  respect to the Demised  Premises or any  addition or  improvement
thereto for which Tenant or anyone Tenant claiming  through Tenant is
responsible.  Tenant  shall  have the  right  and duty to  contest,  at its sole
expense, any attempt to create, record or impose such a lien or encumbrance upon
the Demised Premises.  Tenant covenants that it will indemnify and save harmless
the  Landlord  from any  liability  or alleged  liability  by reason of Tenant's
failure  to perform  the  covenants  of this  paragraph.  Furthermore,  Landlord
covenants that during the term of this Lease  Landlord shall promptly  discharge
any and  all  claims  of  materialmen,  artisan's,  laborer's,  contractor's  or
subcontractor's which may be filed, created, recorded or imposed with respect to
the Demised  Premises or any addition or improvement  thereto for which Landlord
or anyone claiming through  Landlord,  other than Tenant or Tenant's agents,  is
responsible,  and which  interferes with the Tenant's  possession of the Demised
              ---
Premises.  Notwithstanding  the foregoing,  the Landlord shall have the right to
contest,  at its sole  expense,  any attempt to create,  record or impose such a
lien or encumbrance upon the said Demised Premises.  Landlord  covenants that it
will  indemnify  and save  harmless  the Tenant  from any  liability  or alleged
liability  by reason of  Landlords  failure to  perform  the  covenants  of this
section.  Tenant will not alienate,  encumber,  mortgage or otherwise  pledge or
hypothecate its leasehold  estate herein created or any addition thereto without
the written consent of Landlord,  provided,  however,  that nothing herein shall
prevent  Tenant  from  creating  liens,   chattel   mortgages,   purchase  money
indebtedness or other encumbrances upon its personal property located in or upon
the Demised  Premises for the purpose of financing  improvements  on the Demised
Premises or from participating in customary inventory financing.

9     SURRENDER OF PREMISES.
      ---------------------

9.1   Surrender of Premises.  At the expiration of the tenancy  hereby  created,
      ---------------------
Tenant shall surrender the Demised Premises in the same condition as the Demised
Premises  existed  upon  delivery  of  possession   thereto  under  this  Lease,
reasonable wear and tear excepted,  and shall surrender all keys for the Demised
Premises  to  Landlord  at the place then fixed for the  payment of rent  Tenant
shall remove all its trade fixtures and any alterations or improvements  made by
Tenant which  Landlord  requests to be removed before  surrendering  the Demised
Premises as aforesaid and shall repair any damage to the Demised Premises caused
thereby  returning the Demised  Premises to such condition that existed prior to
the installation of such  alterations or improvements,  reasonable wear and tear
excepted.  If the Tenant  fails to remove such items front the Demised  Premises
prior  to  the  date  of  termination  of this  Lease,   all  such  alterations,
decorations,  additions  and  improvements  shall  become the  property  of  the
Landlord  unless  Landlord  elects to require their removal in which case Tenant
shall  promptly  remove  same and  restore  the  Demised  Premises  to its prior
condition  normal wear and tear excluded.  Should Tenant not  effectuate  timely
removal of  any such  fixtures  or  alterations  requested  by   Landlord  to be
removed,  then Landlord may effectuate  the same whereupon  Tenant agrees to pay
for the expanses incurred  therefore.  Tenant's obligation to observe or perform
this covenant shall survive the expiration or other termination of this Lease

9.2   Holding Over. In the event  Tenant shall  holdover or remain in possession
      ------------
of the Demised Premises with the consent of Landlord after the expiration of the
stated term of this Lease,  or any written  extension  or renewal of the term of
this Lease, any such holding over or continued possession shall create a tenancy
from month to month only,  upon the same terms and  conditions as are herein sat
forth so far as the same are applicable.

10    ASSIGNMENT AND SUBLETTING.
      -------------------------

10.1  Consent Required. Tenant will not assign, mortgage, pledge, hypothecate or
      ----------------
sublet its  interest  under  this Lease  in whole or in part nor all or any part
of the Demised Premises,  without the prior written consent of  Landlord in each
instance  which  consent  shall not be  unreasonably  withheld.  The  consent by
Landlord to any  assignment or subletting  shall not  constitute a waiver of the
necessity  for such consent to any  subsequent  assignment or  subletting,  This
prohibition  against  assigning  subletting,  mortgaging  and pledging  shall be
construed to include a  prohibition  against any  assignment  or  subletting  by
operation of law, legal process, receivership, bankruptcy or otherwise.  If this
Lease be assigned or if the  Demised  Premises or any part  thereof be sublet by
anyone other than Tenant, Landlord may collect rent from the assignee, subtenant
or occupant, and apply the net amount collected to the rent herein reserved, but
no such  collections of rent shall be deemed a waiver of this  covenant,  or the
acceptance  of the  assignee,  subtenant or occupant as tenant,  or a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein  contained.  Notwithstanding  any  assignment  or sublease,  Tenant shall
remain fully liable on this Lease and shall not be released from  performing any
of the terms,  covenants and conditions hereof.  Tenant shall pay all reasonable




                                       7
<PAGE>

costs,  expenses and reasonable  attorneys' fees that may be incurred or paid by
Landlord in processing,  documenting or administering  any request by Tenant for
Tenant's consent pursuant to this section.

10.2  Benefits and Burdens of Assignment. This Lease Agreement and the covenants
      ----------------------------------
and conditions  herein  contained,  shall inure to the benefit of and be binding
upon Landlord, its successors and assigns, and shall be binding upon Tenant, its
successors  and assigns,  and shall inure to the benefit of Tenant and only such
assigns  of Tenant to whom the  assignment  by Tenant has been  consented  to in
writing  by  Landlord.  Nothing  contained  in this  Lease  shall in any  manner
restrict  Landlord's  right in its sole  discretion  to assign or encumber  this
Lease.  Further, in the event Landlord transfers or conveys the real property of
which the Demised  Premises is a part,  then the Tenant  Agrees to atturn to the
purchaser of such real property.

11    EMINENT DOMAIN.
      --------------

11.1  Total Condemnation. If the whole of the Demised Premises shall be acquired
      ------------------
or condemned by eminent  domain for any public or  quasi-public  use or purpose,
then the term of this Lease  shall cease and  terminate  as of the date of title
vesting in such  proceeding  and all rentals shall be paid up to that date,  and
Tenant shall have no claim against  Landlord for the value of any unexpired term
of this Lease.

11.2  Partial Condemnation. If  any  part  of  the  Demised  Premises  shall  be
      --------------------
acquired or condemned by eminent  domain for any public or  quasi-public  use or
purpose,  and in the event that such partial taking or condemnation shall render
the Demised  Premises  unsuitable  for the business of the Tenant (as reasonably
determined by Tenant),  then the term of this Lease shall cease and terminate as
of the date of title vesting in such proceeding,  and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease. In the event
of a partial taking or condemnation  which is not extensive enough to render the
Demised Premises  unsuitable for the business of the Tenant, then Landlord shall
promptly restore the Demised Premises to a condition comparable to its condition
at the time of such  condemnation  less the portion lost in the taking,  and the
Lease shall  continue  in full force and  effect,  and the rent shall be reduced
proportionately as to the portion lost in the taking.

11.3  Landlord's  Damages.  Except  as is  otherwise  specifically  provided  in
      -------------------
subsection  11.4  below,  in  the  event  of  any   condemnation  or  taking  as
hereinbefore  provided,  whether  whole or  partial,  the  Tenant  shall  not be
entitled  to  any  part  of  the  award,  as  damages  or  otherwise,  for  such
condemnation and the Landlord is to receive the full amount of such awards.  The
Tenant hereby expressly waives any right of claim to any part thereof.

11.4  Tenant's Damages. Although  all  damages in  the event of any condemnation
      ----------------
are to belong to Landlord  whether such damages are awarded as compensation  for
diminution  in value of the  leasehold  or to the fee of the  Demised  Premises,
Tenant shall have the right to claim and recover from the condemning  authority,
but not from the Landlord,  such  compensation  as may be separately  awarded or
recoverable  by Tenant in Tenant's own right on account of any and all damage to
Tenant's  business  by reason of the  condemnation  and for or on account of any
cost of loss to which  Tenant  might be put in  removing  Tenant's  merchandise,
furniture, leasehold improvements, trade fixtures and equipment.

12    LOSS AND RESTORATION.
      --------------------

12.1  Loss  and  Damage.  Except  for  Landlord's  intentional  acts  or   gross
      -----------------
negligence,  Landlord  shall not be liable for any damages to property of Tenant
or of others entrusted to Tenant or to employees or invitees of Tenant,  nor for
the loss of or  damage  to any  property  of  Tenant  or of  others  by theft or
otherwise. Except for Landlord's intentional acts or gross negligence,  Landlord
shall not be liable  for any  injury  (including  death) or damage to persons or
property  resulting  from  fire,   explosion,   falling  objects,   steam,  gas,
electricity,  water, rain or snow or leaks from any part of the Demised Premises
or from the pipes,  appliances  or  plumbing  works or from the roof,  street or
subsurface  or from  any  other  place  or by  dampness  or by any  other  cause
whatsoever  or any  nature.  Except  for  Landlord's  intentional  acts or gross
negligence, Landlord shall not be liable for any such damage caused by occupants
of adjacent property,  or the public, or caused by operations in construction of
any private,  public, or quasi-public work. Landlord shall not be liable for any
latent defect in the Demised Premises.  All property of Tenant kept of stored on
the Demised Premises shall be so kept or stored at the risk of Tenant only.

12.2  Total or Partial  Destruction. In case the portion of the Demised Premises
      -----------------------------
constituting "Landlord Improvements" under any Lease Addendum hereto are damaged
by fire,  explosion or other casualty or occurrence to the extent of twenty-five
(25%)  percent or less of the insured  value of the Demised  Premises the damage
shall promptly be repaired by Landlord at Landlord's expense, provided, however,
in the event  that  Tenant  is  obligated  to  maintain  insurance  for any such
casualty  or loss  then  notwithstanding  the  foregoing  the  Tenant  shall  be
responsible for the expenses  associated with such repairs.  In the event of any
such damage and (1) Landlord is not required to repair as hereinabove  provided,
or (2) the portion of the Demised Premises  constituting  Landlord  Improvements
shall be  damaged to the extent of more than  twenty-five  (25%)  percent of the
cost of  replacement,  or (3) the  building  of which the portion of the Demised
Premises  constituting Landlord Improvements are a part is damaged to the extent
of twenty-five  (25%) percent or more of the insured  value,  Landlord may elect
either to repair or rebuild such portion of the Demised Premises or the building
or to  terminate  this Lease upon giving  notice of such  election in writing to
Tenant  within  thirty (30) days after the  happening  of the event  causing the
damages.

13    FORCE MAJEURE RELEASE AND EXCULPATION.
      -------------------------------------

13.1  Excuse of Landlord's Performance - Force Majeure.  Nothing to the contrary
      ------------------------------------------------
herein withstanding, Landlord shall not be deemed in default with respect to the
performance  of any of the  terms,  covenants,  and  conditions  of  this  Lease
Agreement to be performed by it if any failure of its  performance  shall be due
to any  strike,  lockout,  civil commotion,  war, war-like operation,  invasion,
rebellion,  hostilities,  military or usurped  power,  sabotage,  government  or
controls,  and the  time for  performance  by Landlord  shall be extended by the
period of delay resulting from or due to any of said causes.



                                       8
<PAGE>

13.2  Release from  Liability.  Except for the  obligation of Landlord to timely
      -----------------------
make repairs as required by  subsection  11.2 herein,  Tenant agrees not to hold
Landlord or its agents  responsible or liable in damages by abatement of rent or
otherwise  for any damage  sustained by Tenant or any other  person,  due to the
Demised  Premises  or any part  thereof or any  appurtenances  thereof  being or
becoming  out  of  repair,  or  due to the  happening  of any  accident  (unless
resulting  from  gross  negligence  or  intentional  acts  on  Landlord's  part)
especially,  but not  exclusively,  any  damage  caused  by  water,  snow,  ice,
windstorm, tornado, gas, steam, electric wiring, plumbing, or heating apparatus;
and not to hold Landlord or its agents liable for losses by theft.

14    DEFAULT OF LEASE.
      ----------------

14.1  Right to Re-enter,  Acceleration. In the event of any failure of Tenant to
      --------------------------------
pay any rental due hereunder  within ten (10) days after written  notice of said
default,  or in the event of any  failure  to  perform  any other of the  terms,
conditions  or covenants of this Lease  Agreement to be observed or performed by
Tenant  within  fifteen  (15) days  after  written  notice,  or if Tenant or any
guarantor of this Lease Agreement  shall become  bankrupt or insolvent,  or file
any debtor  proceeding or file or have filed against  Tenant or any guarantor of
this Lease  Agreement in any court  pursuant to any statute either of the United
States  or  any  state  a  petition  in  bankruptcy  or  for  insolvency  or for
reorganization  or for the  appointment  of a  receiver  or  trustee of all or a
portion of Tenant's or any such guarantor's  property,  or if Tenant or any such
guarantor makes an assignment for the benefit of creditors,  or petitions for or
enters into an arrangement, or if Tenant shall abandon said Demised Premises, or
suffer  this  Lease  Agreement  to be taken  under any writ of  execution,  then
Landlord in addition to other rights of remedies it may have: (1) shall have the
immediate  right of re-entry  and may remove all persons and  property  from the
Demised  Premises  and such  property  may be  removed  and  stored  in a public
warehouse  or  elsewhere  at the cost of, and for the  account  of  Tenant,  all
without  service or notice or resort to legal  process and without  being deemed
guilty of  trespass,  or  becoming  liable  for any loss or damage  which may be
trespass;  or  becoming  liable for any loss or damage  which may be  occasioned
thereby;  and/or (2) shall have the right, subject to the limitations  contained
below,  to  declare  any and all rent and other  amounts  due under  this  Lease
Agreement  at once  due and  payable  and may  proceed  by  attachment,  suit or
otherwise, to collect all such amounts in the same manner, as if by the terms of
this Lease  Agreement  all such  amounts  due or to become due during the entire
term were payable in advance,  and neither the  acceleration by Landlord of such
amounts nor the payment by Tenant of such acceleration  amounts shall constitute
a waiver by  Landlord of any  breach,  existing or in the future,  of any of the
terms or  provisions  of this  Lease  Agreement  by Tenant  or of any  rights or
remedies  which the Landlord  may have with  respect to any such breach.  In the
event Landlord elects to accelerate as herein set forth and subsequently  leases
the  Demised  Premises to a third party prior to the end of the period for which
this  Lease  Agreement  would  run if there  had been no  breach  of this  Lease
Agreement,  Landlord  shall,  at the end of said  period,  refund to Tenant that
portion of the  accelerated  sum, if any,  paid by Tenant which  represents  the
accelerated rent for that part of said period during and only to the extent that
said third party shall pay rent to Landlord; provided, however, that should said
accelerated sum exceed rental payments  actually  received from said third party
during said period Landlord shall not be required to refund to Tenant the amount
which  represents the excess of said  accelerated  sum over the rental  payments
actually  received  from said third party during said period over the portion of
such accelerated sum paid by Tenant associated with such period.

14.2  Tenant's Lien. To the fullest  extent allowable by law, the Landlord shall
      -------------
have a lien for the rent payable hereunder, on the goods, furniture,  equipment,
inventory  and effects  belonging  to Tenant and all other  charges due Landlord
hereunder,  which  lien  shall be  superior  to all  other  liens of any kind or
character  whatsoever  except  as  hereinafter  set out.  No  goods,  furniture,
equipment,  inventory  or effects  shall be removed  from the  Demised  Premises
without  the  written  consent of  Landlord,  except in the  ordinary  course of
business, until all rent and other applicable charges have been paid.

14.3  Right to Relet.  Should  Landlord elect to re-enter as herein  provided or
      --------------
should it take  possession  pursuant  to legal  proceedings  or  pursuant to any
notice  provided for by law, it may either  terminate this Lease Agreement or it
may from  time to time  without  terminating  this  Lease  Agreement,  make such
alterations  and  repairs  as may be  necessary  in order to relet  the  Demised
Premises,  and relet said Demised  Premises or any part thereof for such term or
terms  (which  may be  for a term  extending  beyond  the  term  of  this  Lease
Agreement)  and at such  rental  or  rentals  and  upon  such  other  terms  and
conditions, as Landlord may deem advisable, upon each such reletting all rentals
received by the Landlord from such reletting  shall apply first,  to the payment
of any  indebtedness  other than rent due  hereunder  from  Tenant to  landlord;
second,  to the payment of any reasonable  costs and expenses of such reletting,
including  brokerage fees and attorney's  fees and of costs of such  alterations
and repairs;  third,  to the payment of rent due and unpaid  hereunder;  and the
residue, if any, shall be held by Landlord and applied in payment of future rent
as the same may become due and payable hereunder.  If such rentals received from
such  reletting  during any month be less than that to be paid during that month
by Tenant  hereunder  Tenant shall pay any such  deficiency  to  Landlord.  Such
deficiency  shall be  calculated  and paid  monthly.  No such re-entry or taking
possession  of said  Demised  Premises  by  Landlord  shall be  construed  as an
election on its part to terminate this Lease  Agreement  unless a written notice
of such  intention  be given to Tenant  or unless  the  termination  thereof  be
decreed  by a court  of  competent  jurisdiction.  Should  Landlord  at any time
terminate this Lease Agreement for any breach, in addition to any other remedies
it may have,  it may  recover  from Tenant all damages it may incur by reason of
such breach,  including the cost of  recovering  the Demised  Premises,  and all
reasonable  attorneys'  fees,  the worth at the time of such  termination of the
excess, if any, of the amount of rent and charges equivalent to rent reserved in
this  Lease  Agreement  for the  remainder  of the  stated  term  over  the then
reasonable  rental value of the Demised Premises for the remainder of the stated
term, all of which amounts shall be  immediately  due and payable from Tenant to
Landlord.

Without  limitation of Landlord's  other rights and remedies,  and regardless of
whether  Landlord  shall  have  re-entered,   relet  or  terminated  this  Lease
Agreement,  in the event of  default  or breach by Tenant,  at the  election  of
Landlord (i) the entire rent for the whole term of this Lease  Agreement and any
other  indebtedness  of Tenant  to  Landlord  hereunder  may be  accelerated  as
provided in subsection  14.1 in which case such amount shall be immediately  due
and  payable,  or (ii)  Landlord  may  proceed  for  past due  installments  and
indebtedness only, reserving Landlord's right to proceed later for the remaining
installments and subsequently maturing indebtedness.



                                       9
<PAGE>

14.4  Non-Exclusive Remedies.  The  mention  in  this  Lease  Agreement  of  any
      ----------------------
specific right of remedy shall not preclude  Landlord from  exercising any other
right or from having any other remedy or from maintaining any action to which it
may be otherwise entitled either by law or in equity.

14.5  Legal  Expenses.  In case suit shall be brought, or an  attorney  shall be
      ---------------
employed,  for recovery of possession of the Demised Premises,  for the recovery
of rent or any other amounts due under the  provisions of this Lease  Agreement,
or for the  enforcement  of, or because of the  breach of, any  covenant  herein
contained on the part of Tenant to be kept or  performed,  and a breach shall be
established,  Tenant  shall pay to  Landlord  all costs and  expenses  incurred,
including a reasonable attorneys' fees.

15    MISCELLANEOUS.
      -------------

15.1  No Partnership. Landlord is not intended to have any ownership interest in
      --------------
Tenant's  business and Tenant is not intended to, nor does it, have any interest
in Landlord's  business.  The  relationship  between  Landlord and Tenant is not
intended to be a joint  venture or  partnership,  and neither party shall be the
agent of the other for any purpose, unless specifically granted in writing after
execution  hereof.  Neither party shall hold itself out as an agent,  partner or
joint  venture  with the other,  and each party shall defend and  indemnify  the
other  against  any claim of  liability  arising  out of an  asserted  agency or
partnership by the other contrary to the provisions of this Section.

15.2  Applicable  Law. This  Agreement  shall be performed in the State of South
      ---------------
Carolina,  and the  parties  hereto  intend that this Lease  Agreement  shall be
governed and construed by the laws of the State of South Carolina.

15.3  Recording.  Tenant  shall  not  record  this  Lease  Agreement without the
      ---------
express written consent of Landlord.

15.4  Binding Effect. This Lease Agreement and all the covenants, provisions and
      --------------
conditions  herein  contained  shall inure to the benefit of and be binding upon
the heirs,  personal  representatives,  successors  and  assigns of the  parties
hereto.  This Lease shall impose joint and several  liability on each individual
constituting the Tenant hereunder.

15.5  Waiver.  The waiver by  Landlord  of any breach of any term,  covenant  or
      ------
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or condition of any subsequent breach of the same or any term, covenant
or condition herein  contained.  The subsequent  acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term,  covenant or condition of this Lease, other than the failure of Tenant
to pay the particular rental so accepted,  regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent. No covenant,  term
or  condition  of this  Lease  shall be deemed to have been  waived by  Landlord
unless such a waiver be in writing by Landlord.

15.6  Accord and Satisfaction.  No payment by Tenant or receipt by Landlord of a
      -----------------------
lesser  amount than the monthly  rent  herein  stipulated  shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or  statement  on any check or any letter  accompanying  any check or payment as
rent be deemed an accord and satisfaction, and Landlord may accept such check or
payment  without  prejudice to  Landlord's  right to recover the balance of such
rent or pursue any other remedy afforded under this Lease.

15.7  Subordination and Attornment.  The Lease Agreement shall be subordinate to
      ----------------------------
any  mortgage or deed of trust that may be placed upon the Demised  Premises and
to any and all advances to be made thereunder,  and to the interest thereon, and
all renewals,  replacements  and  extensions  thereof.  Upon written  request or
notice from Landlord,  Tenant agrees to execute written  acknowledgement  of the
subordination  of its rights under this Lease  Agreement to the lien or liens of
any  mortgage  that may be or  hereafter  be placed upon the  Demised  Premises.
Tenant shall,  in the event any  proceedings  are brought for the foreclosure of
any mortgage  covering the Demised  Premises,  attorn to the purchaser  upon any
such  foreclosure  or sale and recognize  such  purchaser as Landlord  under the
Lease Agreement.

15.8  Partial  Invalidity.  If any term,  covenant  or  condition  of this Lease
      -------------------
Agreement or the application  thereof to any person or circumstance shall to any
extent be invalid or unenforceable,  the remainder of this Lease Agreement shall
not be affected  thereby,  and each term,  covenant or  condition  of this Lease
Agreement shall be valid and enforced to the fullest extent permitted by law.

15.9  Captions and Numbers. The captions,  paragraph numbers and article numbers
      --------------------
appearing in this Lease  Agreement are inserted only as a matter of  convenience
and in no way define, limit,  construe  or describe  the scope or intent of such
paragraphs or articles of this Lease Agreement, nor in any way affect this Lease
Agreement.

16    NOTICE.  Any  notice or  consent  required to be  given by or on behalf of
      ------
either  party to the other  shall be in writing  and shall be deemed  given when
such notice or consent is mailed by registered or certified mail, return receipt
requested,  addressed  to  each of the  respective  parties  at the  address(es)
provided  above,  or any other address as may be specified  from time to time in
writing sent to the other party by registered or certified mail,  return receipt
requested.




                                       10
<PAGE>



    IN WITNESS WHEREOF, the  parties hereunto set  their hands and seals the day
and year first above written.



Witnesses:                                 Landlord:
                                           Bright-O'Hare Moss Creek Partnership
                                           a South Carolina General Partnership

                                           By:
----------------------------------            ----------------------------------
Witness                                       Eldon M. Bright
                                              Its:     Managing General Partner


                                           Tenant:
                                           LOWCOUNTRY National Bank


                                           By:
----------------------------------            ----------------------------------
Witness                                       Randy C. Kohn
                                              Its: President/CEO


                                           By:
----------------------------------            ----------------------------------
Witness                                       Randy C. Kohn
                                              Individually As It's Guarantor



                                       11
<PAGE>



                                  ADDENDUM "A"

Landlord - Bright-O'Hare Moss Creek Partnership - Unit 300 Moss Creek Village

Tenant - LOWCOUNTRY National Bank

Landlord responsibilities:

1.   Construct  a  drive-thru  canopy as per  attached  drawing  referred  to as
     Exhibit "A" and provide appropriate vehicle access to same.

2.   Remove certain interior partition walls as agreed between parties.  Install
     one exterior window.

3.   Provide  appropriate ceiling tile for entire space and raise ceiling in two
     rooms (conference room and office).

4.   Provide  all  necessary  permits for  drive-thru  addition,  while  certain
     approvals have been obtained, this agreement is subject to the acquiring of
     all necessary permits.

5.   Landlord  will  provide  his best  efforts  to assist  Tenant in  obtaining
     permission  from the Moss Creek ARB for  additional  signage on the subject
     space.

Tenant responsibilities:

1.   Make all other interior improvements including additional partitioning,  if
     necessary, interior painting and providing floorcovering.

2.   Provide all  necessary  banking  equipment  and any and all  related  needs
     thereto.



                                       12