T H E     A M E R I C A N     I N S T I T U T E     0 F     A R C H I T E C T S


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                                AIA Document B141

                       Standard Form of Agreement Between

                               Owner and Architect

                                  1987 EDITION

          THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION
 WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

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AGREEMENT

made as of the                  day of   August                in  the  year  of
Nineteen Hundred and Ninety-Nine

BETWEEN the Owner:                  Greenville First Bancshares, Inc.
(Name and address)                  PO Box 17465
                                    Greenville, SC 29606

and the Architect:
(Name and address)                  AMI Architects
                                    206 East Coffee Street
                                    Greenville, SC 29601

For the following Project:
(Include detailed description of Project, location, address and scope.)

     14,000 square foot  headquarter  banking  facility located at the corner of
     Haywood Road and Halton Road in Greenville,  South  Carolina.  The building
     will be two stories in height and have parking and drive-through paving.

The Owner and Architect agree as set forth below.

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       Copyright 1917,  1926,  1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967,
       1970,  1974,  1977,  (C) 1987 by The American  Institute of Architects,
       1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the
       material  herein or  substantial  quotation of its  provisions  without
       written permission of the AIA violates the copyright laws of the United
       States and will be subject to legal prosecution.

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AIA  DOCUMENT  B141  o   OWNER-ARCHITECT   AGREEMENT  o  FOURTEENTH   EDITION  o
AIA(R)o(C)1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006

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ARTICLE 1

                          ARCHITECT'S RESPONSIBILITIES

1.1      ARCHITECT'S SERVICES

1.1.1 The  Architect's  services  consist  of those  services  performed  by the
Architect,  Architect's  employees and Architect's  consultants as enumerated in
Articles 2 and 3 of this  Agreement and any other  services  included in Article
12.

1.1.2  The  Architect's  services  shall be  performed  as  expeditiously  as is
consistent  with  professional  skill and care and the  orderly  progress of the
Work.  Upon  request of the Owner,  the  Architect  shall submit for the Owner's
approval at a schedule for the performance of the Architect's services which may
be adjusted as the Project proceeds, and shall include allowances for periods of
time  required  for the  Owner's  review  and for  approval  of  submissions  by
authorities  having  jurisdiction over the Project.  Time limits  established by
this schedule  approved by the Owner shall not, except for reasonable  cause, be
exceeded by the Architect or Owner.

1.1.3 The services covered by this Agreement are subject to the time limitations
contained in Subparagraph 11.5.1

ARTICLE 2

                       SCOPE OF ARCHITECT'S BASIC SERVICES

2.1      DEFINITION

2.1.1 The  Architect's  Basic Services  consist of those described in Paragraphs
2.2 through 2.6 and any other services identified in Article 12 as part of Basic
Services,  and include normal structural,  mechanical and electrical engineering
services.

2.2      SCHEMATIC DESIGN PHASE

2.2.1 The Architect shall review the program furnished by the Owner to ascertain
the  requirements of the Project and shall arrive at a mutual  understanding  of
such requirements with the Owner.

2.2.2 The  Architect  shall  provide a  preliminary  evaluation  of the  Owner's
program,  schedule and construction  budget  requirements,  each in terms of the
other, subject to the limitations set forth in Subparagraph 5.2.1.

2.2.3 The Architect shall review with the Owner alternative approaches to design
and construction of the Project.

2.2.4 Based on the  mutually  agreed-upon  program,  schedule  and  construction
budget  requirements,  the Architect  shall prepare,  for approval by the owner,
Schematic   Design   Documents   consisting  of  drawings  and  other  documents
illustrating the scale and relationship of Project components.

2.2.5  The  Architect  shall  submit  to the  Owner a  Preliminary  estimate  of
Construction Cost based on current area, volume or other unit costs.

2.3      DESIGN DEVELOPMENT PHASE

2.3.1 Based on the  approval  Schematic  Design  Documents  and any  adjustments
authorized by the Owner in the program,  schedule or  construction  budget,  the
Architect shall prepare, for approval by the Owner, Design Development Documents
consisting  of drawings  and other  documents  to fix and  describe the size and
character  of  the  Project  as to  architectural,  structural,  mechanical  and
electrical systems, materials and such other elements as may be appropriate.

2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary
estimate of Construction Cost.

2.4      CONSTRUCTION DOCUMENTS PHASE

2.4.1  Based  on the  approved  Design  Development  Documents  and any  further
adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Architect shall prepare, for approval by the Owner,
Construction  Documents consisting of Drawings and Specifications  setting forth
in detail the requirements for the construction of the Project.

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2.4.2 The Architect  shall assist the Owner in the  preparation of the necessary
bidding information, bidding forms, the Conditions of the Contract, and the form
of Agreement between the Owner and Contractor.

2.4.3 The  Architect  shall  advise  the Owner of any  adjustments  to  previous
preliminary  estimates of Construction Cost indicated by changes in requirements
or general market conditions.

2.4.4 The  Architect  shall  assist  the Owner in  connection  with the  Owner's
responsibility  for filing  documents  required for the approval of governmental
authorities having jurisdiction over the Project.

2.5      BIDDING OR NEGOTIATION PHASE

2.5.1  The  Architect,  following  the  Owner's  approval  of  the  Construction
Documents and of the latest  preliminary  estimate of Construction  Cost,  shall
assist  the  Owner in  obtaining  bids of  negotiated  proposals  and  assist in
awarding and preparing contracts for construction.

2.6      CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT

2.6.1  The  Architect's   responsibility  to  provide  Basic  Services  for  the
Construction Phase under this Agreement commences with the award of the Contract
for  Construction  and terminates at the earlier of the issuance to the Owner of
the final  Certificate  for  Payment  or 60 days  after the date of  Substantial
Completion of the Work, unless extended under the terms of Subparagraph 10.3.3.

2.6.2 The Architect  shall provide  administration  of the  Construction  as set
forth below and in the edition of AIA Document A201,  General  Conditions of the
Contract  for  Construction,  current as of the date of this  Agreement,  unless
otherwise provided in this Agreement.

2.6.3 Duties,  responsibilities  and  limitations  of authority of the Architect
shall not be restricted,  modified or extended without written  agreement of the
Owner and Architect with consent of the  Contractor,  which consent shall not be
unreasonably withheld.

2.6.4 The Architect  shall be a  representative  of and shall advise and consult
with the Owner (1) during  construction until final payment to the Contractor is
due, and (2) as an Additional Service at the Owner's direction from time to time
during the correction  period  described in the Contract for  Construction.  The
Architect  shall have authority to act on behalf of the Owner only to the extent
provided in this Agreement unless otherwise modified by written instrument.

2.6.5 The Architect  shall visit the site at intervals  appropriate to the stage
of construction or as otherwise  agreed by the Owner and Architect in writing to
become  generally  familiar with the progress and quality of the Work  completed
and to  determine  in  general  if the  Work  is  being  performed  in a  manner
indicating  that the Work when completed will be in accordance with the Contract
Documents.  However,  the Architect  shall not be required to make exhaustive or
continuous on-site  inspections to check the quality or quantity of the Work. On
the basis of on-site observations as an architect,  the Architect shall keep the
Owner  informed of the progress and quality of the Work,  and shall  endeavor to
guard the Owner against defects and  deficiencies  in the Work.  (More extensive
site  representation may be agreed to as an Additional  Service, as described in
Paragraph 3.2)

2.6.6 The  Architect  shall not have  control over or charge of and shall not be
responsible for construction means, methods, Documents techniques,  sequences or
procedures,  or for safety precautions and programs in connection with the Work,
since these are solely the  Contractor's  responsibility  under the Contract for
Construction.  The  Architect  shall  not be  responsible  for the  Contractor's
schedules  or  failure  to carry out the Work in  accordance  with the  Contract
Documents.  The  Architect  shall  not have  control  over or  charge of acts or
omissions of the Contractor, Subcontractors, or their agents or employees, or of
any other persons performing portions of the Work.

2.6.7 The Architect shall at all times have access to the Work wherever it is in
preparation or progress.

2.6.8  Except as may  otherwise  be provided in the  Contract  Documents or when
direct communications have been specially  authorized,  the owner and Contractor
shall  communicate  through  the  Architect.  Communications  by  and  with  the
Architect's consultants shall be through the Architect.

2.6.9 Based on the Architect's  observations and evaluations of the Contractor's
Applications for


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Payment, the Architect shall review and certify the amounts due the Contractor.

2.6.10  The   Architect's   certification   for  payment   shall   constitute  a
representation to the Owner,  based on the Architect's  observations at the site
as provided in Subparagraph  2.6.5 and on the data  comprising the  Contractor's
Application for Payment, that the Work has progressed to the point indicated and
that, to the best of the Architect's knowledge,  information and belief, quality
of the  Work  is in  accordance  with  the  Contract  Documents.  The  foregoing
representations  are subject to an evaluation of the Work for  conformance  with
the Contract  Documents upon  Substantial  Completion,  to results of subsequent
tests  and  inspections,   to  minor  deviations  from  the  Contract  Documents
correctable prior to completion and to specific qualifications  expressed by the
Architect.  The issuance of a Certificate for Payment shall further constitute a
representation  that  the  Contractor  is  entitled  to  payment  in the  amount
certified.  However,  the issuance of a  Certificate  for Payment shall not be a
representation  that the Architect has (1) made exhaustive or continuous on-site
inspections  to  check  the  quality  or  quantity  of the  Work,  (2)  reviewed
construction means, methods,  techniques,  sequences or procedures, (3) reviewed
copies of requisitions  received from  Subcontractors and material suppliers and
other data  requested by the Owner to  substantiate  the  Contractor's  right to
payment or (4) ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.

2.6.11 The Architect  shall have authority to reject Work which does not conform
to the  Contract  Documents.  Whenever the  Architect  considers it necessary or
advisable  for  implementation  of the  intent of the  Contract  Documents,  the
Architect will have authority to require additional inspection or testing of the
Work in accordance with the provisions of the Contract Documents, whether or not
such Work is fabricated, installed or completed. However, neither this authority
of the  Architect nor a decision made in good faith either to exercise or not to
exercise  such  authority  shall  give rise to a duty or  responsibility  of the
Architect to the Contractor,  Subcontractors,  material and equipment suppliers,
their agents or employees or other persons performing portions of the Work.

2.6.12 The Architect shall review and approve or take other  appropriate  action
upon  Contractor's  submittals such as Shop Drawings,  Product Data and Samples,
but only for the limited  purpose of checking for conformance  with  information
given  and  the  design  concept  expressed  in  the  Contract  Documents.   The
Architect's action shall be taken with such reasonable promptness as to cause no
delay  in  the  Work  or in  the  construction  of  the  Owner  or  of  separate
contractors,  while allowing  sufficient  time in the  Architect's  professional
judgment to permit adequate  review.  Review of such submittals is not conducted
for the purpose of determining  the accuracy and  completeness  of other details
such  as  dimensions  and  quantities  or for  substantiating  instructions  for
installation or performance of equipment or systems  designed by the Contractor,
all of which remain the  responsibility of the Contractor to the extent required
by the Contract Documents.  The Architect's review shall not constitute approval
of safety precautions or, unless otherwise specifically stated by the Architect,
of  construction  means,  methods,  techniques,  sequences  or  procedures.  The
Architect's  approval  of a specific  item  shall not  indicate  approval  of an
assembly of which the item is a component.  When  professional  certification of
performance  characteristics  of materials,  systems or equipment is required by
the  Contract  Documents,  the  Architect  shall be  entitled  to rely upon such
certification  to establish that the  materials,  systems or equipment will meet
the performance criteria required by the Contract Documents.

2.6.13  The  Architect  shall  prepare  Change  Orders and  Construction  Change
Directives,  with supporting  documentation  and data if deemed necessary by the
Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval
and execution in accordance with the Contract Documents, and may authorize minor
changes  in the Work not  involving  an  adjustment  in the  Contract  Sum or an
extension of the Contract Time which are not inconsistent with the intent of the
Contract Documents.

2.6.14 The Architect shall conduct inspections to determine the date or dates of
Substantial  Completion  and the date of final  completion,  shall  receive  and
forward to the Owner for the Owner's review and records  written  warranties and
related  documents  required by the  Contract  Documents  and  assembled  by the
Contractor, and shall issue a final Certificate for Payment upon compliance with
the requirements of the Contract Documents.

2.6.15 The Architect shall interpret and decide matters  concerning  performance
of the Owner and Contractor under the requirements of the Contract


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Documents on written request of either the Owner or Contractor.  The Architect's
response to such requests  shall be made with  reasonable  promptness and within
any time limits agreed upon.

2.6.16  Interpretations  and decisions of the Architect shall be consistent with
the intent of and reasonably  inferable from the Contract Documents and shall be
in writing or in the form of  drawings.  When  making such  interpretations  and
initial decisions,  the Architect shall endeavor to secure faithful  performance
by both Owner and Contractor, shall not show partiality to either, and shall not
be liable for results of interpretations or decisions so rendered in good faith.

2.6.17 The Architect's  decisions on matters  relating to aesthetic effect shall
be final if consistent with the intent expressed in the Contract Documents.

2.6.18 The Architect shall render written  decisions within a reasonable time on
all  claims,  disputes  or other  matters  in  question  between  the  Owner and
Contractor  relating to the execution or progress of the Work as provided in the
Contract Documents.

2.6.19 The Architect's decisions on claims, disputes or other matters, including
those in question between the Owner and Contractor, except for those relating to
aesthetic  effect as  provided  in  Subparagraph  2.6.17,  shall be  subject  to
arbitration as provided in this Agreement and in the Contract Documents.

ARTICLE 3

                               ADDITIONAL SERVICES

3.1      GENERAL

3.1.1  The  services  described  in this  Article  3 are not  included  in Basic
Services  unless so  identified in Article 12, and they shall be paid for by the
Owner as provided in this Agreement,  in addition to the  compensation for Basic
Services.  The services  described  under  Paragraphs  3.2 and 3.4 shall only be
provided  if  authorized  or  confirmed  in writing by the  Owner.  If  services
described under Contingent Additional Services in Paragraph 3.3 are required due
to circumstances  beyond the Architect's control, the Architect shall notify the
Owner prior to commencing  such services.  If the Owner deems that such services
described  under  Paragraph  3.3 are not  required,  the Owner shall give prompt
written notice to the Architect.  If the Owner  indicates in writing that all or
part of such  Contingent  Additional  Services are not  required,  the Architect
shall have no obligation to provide those services.

3.2      PROJECT REPRESENTATION BEYOND BASIC  SERVICES

3.2.1  If  more  extensive  representation  at the  site  than is  described  in
Subparagraph 2.6.5 is required,  the Architect shall provide one or more Project
Representatives   to   assist   in   carrying   out  such   additional   on-site
responsibilities.

3.2.2 Project  Representatives  shall be selected,  employed and directed by the
Architect,  and the  Architect  shall be  compensated  therefor as agreed by the
Owner and Architect.  The duties,  responsibilities and limitations of authority
of Project  Representatives shall be as described in the edition of AIA Document
B352 current as of the date of this Agreement, unless otherwise agreed.

3.2.3 Through the  observations by such Project  Representatives,  the Architect
shall endeavor to provide  further  protection for the Owner against defects and
deficiencies  in the Work,  but the  furnishing  of such project  representation
shall not modify the rights, responsibilities or obligations of the Architect as
described elsewhere in this Agreement.

3.3      CONTINGENT ADDITIONAL SERVICES

3.3.1 Making revisions in Drawings,  Specifications or other documents when such
revisions are:

 .1             inconsistent  with approvals or instructions  previously given by
               the Owner,  including  revisions made necessary by adjustments in
               the Owner's program or Project budget;

 .2             required  by  the  enactment  or  revision  of  codes,   laws  or
               regulations subsequent to the preparation of such documents; or

 .3             due to changes  required  as a result of the  Owner's  failure to
               render decisions in a timely manner.

3.3.2 Providing services required because of significant  changes in the Project
including, but not limited to, size, quality,  complexity, the Owner's schedule,
or the method of bidding or negotiating and


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<PAGE>

contracting for construction,  except for services  required under  Subparagraph
5.2.5.

3.3.3 Preparing Drawings,  Specifications and other documentation and supporting
data,  evaluating  Contractor's  proposals,  and  providing  other  services  in
connection with Change Orders and Construction Change Directives.

3.3.4 Providing services in connection with evaluating substitutions proposed by
the Contractor and making subsequent  revisions to Drawings,  Specifications and
other documentation resulting therefrom.

3.3.5 Providing  consultation  concerning replacement of work damaged by fire or
other cause during construction,  and furnishing services required in connection
with the replacement of such Work.

3.3.6  Providing  services made necessary by the default of the  Contractor,  by
major defects or deficiencies  in the Work of the  Contractor,  or by failure of
performance   of  either  the  Owner  or  Contractor   under  the  Contract  for
Construction.

3.3.7 Providing  services in evaluating an extensive  number of claims submitted
by the Contractor or others in connection with the Work.

3.3.8  Providing  services  in  connection  with a public  hearing,  arbitration
proceeding or legal proceeding except where the Architect is party thereto.

3.3.9  Preparing  documents  for  alternate,  separate  or  sequential  bids  or
providing services in connection with bidding, negotiation or construction prior
to the completion of the Construction Documents Phase.

3.4      OPTIONAL ADDITIONAL SERVICES

3.4.1 Providing  analyses of the Owner's needs and programming the  requirements
of the Project.

3.4.2 Providing financial feasibility or other special studies.

3.4.3 Providing  planning  surveys,  site evaluations or comparative  studies of
prospective sites.

3.4.4 Providing special surveys,  environmental studies and submissions required
for approvals of governmental authorities or others having jurisdiction over the
Project.

3.4.5 Providing services relative to future facilities, systems and equipment.

3.4.6 Providing services to investigate  existing conditions or facilities or to
make measured drawings thereof.

3.4.7 Providing services to verify the accuracy of drawings or other information
furnished by the Owner.

3.4.8 Providing  coordination of construction  performed by separate contractors
or by the Owner's own forces and coordination of services required in connection
with construction performed and equipment supplied by the Owner.

3.4.9 Providing  services in connection with the work of a construction  manager
or separate consultants retained by the Owner.

3.4.10   Providing detailed estimates of Construction Cost.

3.4.11 Providing detailed quantity surveys or inventories of material, equipment
and labor.

3.4.12   Providing analyses of owning and operating costs.

3.4.13 Providing  interior design and other similar services  required for or in
connection  with  the  selection,  procurement  or  installation  of  furniture,
furnishings and related equipment.

3.4.14   Providing services for planning tenant or rental spaces.

3.4.15  Making  investigations,   inventories  of  materials  or  equipment,  or
valuations and detailed appraisals of existing facilities.

3.4.16  Preparing a set of  reproducible  record  drawings  showing  significant
changes in the Work made during construction based on marked-up prints, drawings
and other data furnished by the Contractor to the Architect.

3.4.17  Providing  assistance in the utilization of equipment or systems such as
testing,  adjusting and


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<PAGE>

balancing,  preparation of operation and maintenance manuals, training personnel
for operation and maintenance, and consultation during operation.

3.4.18 Providing  services after issuance to the Owner of the final  Certificate
for Payment, or in the absence of a final Certificate for Payment,  more than 60
days after the date of Substantial Completion of the Work.

3.4.19  Providing   services  of  consultants  for  other  than   architectural,
structural,  mechanical  and  electrical  engineering  portions  of the  Project
provided as a part of Basic Services.

3.4.20 Providing any other services not otherwise  included in this Agreement or
not customarily  furnished in accordance with generally  accepted  architectural
practice.

ARTICLE 4

                            OWNER'S RESPONSIBILITIES

4.1 The Owner shall  provide full  information  regarding  requirements  for the
Project,  including  a program  which  shall set forth the  Owner's  objectives,
schedule,   constraints   and  criteria,   including  space   requirements   and
relationships,  flexibility,  expandability, special equipment, systems and site
requirements.

4.2 The Owner  shall  establish  and update an overall  budget for the  Project,
including  the  Construction  Cost,  the  Owner's  other  costs  and  reasonable
contingencies related to all of these costs.

4.3 If  requested  by the  Architect,  the Owner  shall  furnish  evidence  that
financial  arrangements  have been made to fulfill the Owner's  obligation under
this Agreement.

4.4 The Owner shall designate a representative  authorized to act on the Owner's
behalf with respect to the Project. The Owner or such authorized  representative
shall render decisions in a timely manner  pertaining to documents  submitted by
the Architect in order to avoid unreasonable delay in the orderly and sequential
progress of the Architect's services.

4.5 The Owner shall furnish surveys describing physical  characteristics,  legal
limitations  and utility  locations  for the site of the Project,  and a written
legal  description of the site. The surveys and legal information shall include,
as  applicable,  grades and lines of streets,  alleys,  pavements  and adjoining
property  and  structures;  adjacent  drainage;   rights-of-way,   restrictions,
easements, encroachments, zoning, deed restrictions,  boundaries and contours of
the site;  locations,  dimensions  and  necessary  data  pertaining  to existing
buildings,  other improvements and trees; and information  concerning  available
utility  services  and lines,  both public and  private,  above and below grade,
including  inverts  and  depths.  All the  information  on the  survey  shall be
referenced to a project benchmark.

4.6 The Owner shall  furnish the services of  geotechnical  engineers  when such
services are requested by the  Architect.  Such services may include but are not
limited to test  borings,  test pits,  determinations  of soil  bearing  values,
percolation  tests,  evaluations of hazardous  materials,  ground  corrosion and
resistivity  tests,  including  necessary  operations for anticipating  sub-soil
conditions, with reports and appropriate professional recommendations.

4.6.1 The Owner  shall  furnish  the  services  of other  consultants  when such
services are  reasonably  required by the scope of the Project and are requested
by the Architect.

4.7 The Owner shall  furnish  structural,  mechanical,  chemical,  air and water
pollution  tests,  tests  for  hazardous  materials,  and other  laboratory  and
environmental  tests,  inspections  and reports  required by law or the Contract
Documents.

4.8 The Owner  shall  furnish all legal,  accounting  and  insurance  counseling
services as may be  necessary at any time for the  Project,  including  auditing
services  the Owner may  require to verify  the  Contractor's  Applications  for
Payment or to ascertain  how or for what  purposes the  Contractor  has used the
money paid by or on behalf of the Owner.

4.9 The services,  information,  surveys and reports  required by Paragraphs 4.5
through 4.8 shall be furnished at the Owner's  expense,  and the Architect shall
be entitled to rely upon the accuracy and completeness thereof.

4.10 Prompt  written  notice shall be given by the Owner to the Architect if the
Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.

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<PAGE>

4.11 The proposed  language of certificates or  certifications  requested of the
Architect or  Architect's  consultants  shall be submitted to the  Architect for
review and  approval  at least 14 days prior to  execution.  The Owner shall not
request certifications that would require knowledge or services beyond the scope
of this Agreement.

ARTICLE 5

                                CONSTRUCTION COST

5.1      DEFINITION

5.1.1 The  Construction  Cost shall be the total cost or  estimated  cost to the
Owner of all elements of the Project designed or specified by the Architect.

5.1.2 The  Construction  Cost shall include the cost at current  market rates of
labor and materials  furnished by the Owner and equipment  designed,  specified,
selected or specially provided for by the Architect, plus a reasonable allowance
for the Contractor's  overhead and profit. In addition,  a reasonable  allowance
for contingencies shall be included for market conditions at the time of bidding
and for changes in the Work during construction.

5.1.3  Construction  Cost does not include the compensation of the Architect and
Architect's  consultants,  the costs of the land,  rights-of-way,  financing  or
other costs which are the responsibility of the Owner as provided in Article 4.

5.2      RESPONSIBILITY FOR CONSTRUCTION COST

5.2.1  Evaluations  of the Owner's  Project  budget,  preliminary  estimates  of
Construction Cost and detailed  estimates of Construction Cost, if any, prepared
by  the  Architect,   represent  the  Architect's  best  judgment  as  a  design
professional familiar with the construction industry. It is recognized, however,
that  neither the  Architect  nor the Owner has control  over the cost of labor,
materials or equipment, over the Contractor's methods of determining bid prices,
or over competitive bidding, market or negotiating conditions.  Accordingly, the
Architect  cannot and does not  warrant  or  represent  that bids or  negotiated
prices will not vary from the  Owner's  Project  budget or from any  estimate of
Construction Cost or evaluation prepared or agreed to by the Architect.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of
this Agreement by the furnishing, proposal or establishment of a Project budget,
unless  such  fixed  limit has been  agreed  upon in  writing  and signed by the
parties hereto. If such a fixed limit has been established,  the Architect shall
be permitted to include contingencies for design,  bidding and price escalation,
to  determine  what  materials,   equipment,  component  systems  and  types  of
construction  are to be included in the Contract  Documents,  to make reasonable
adjustments in the scope of the Project and to include in the Contract Documents
alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits,
if any,  shall be  increased  in the amount of an increase in the  Contract  Sum
occurring after execution of the Contract for Construction.

5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after
the  Architect  submits the  Construction  Documents  to the Owner,  any Project
budget or fixed limit of Construction  Cost shall be adjusted to reflect changes
in the general level of prices in the construction  industry between the date of
submission  of the  Construction  Documents  to the  Owner and the date on which
proposals are sought.

5.2.4  If  a  fixed  limit  of  Construction   Cost  (adjusted  as  provided  in
Subparagraph  5.2.3) is  exceeded  by the  lowest  bona  fide bid or  negotiated
proposal, the Owner shall:

 .1             give written approval of an increase in such fixed limit;

 .2             authorize  rebidding  or  renegotiating  of the Project  within a
               reasonable time;

 .3             if  the  Project  is  abandoned,  terminate  in  accordance  with
               Paragraph 8.3; or

 .4             cooperate in revising  the Project  scope and quality as required
               to reduce the Construction Cost.

5.2.5 If the Owner  chooses to proceed  under  Clause  5.2.4.4,  the  Architect,
without additional  charge,  shall modify the Contract Documents as necessary to
comply with the fixed limit,  if established  as a condition of this  Agreement.
The  modification  of Contract  Documents  shall be the limit of the Architect's
responsibility  arising out of the establishment of a fixed limit. The Architect
shall be entitled to  compensation  in  accordance  with this


                                       8
<PAGE>

Agreement for all services  performed  whether or not the Construction  Phase is
commenced.

ARTICLE 6

                          USE OF ARCHITECT'S DRAWINGS,

                       SPECIFICATIONS AND OTHER DOCUMENTS

6.1 The Drawings,  Specifications  and other documents prepared by the Architect
for this Project are instruments of the Architect's  service for use solely with
respect to this Project and, unless otherwise  provided,  the Architect shall be
deemed the author of these documents and shall retain all common law,  statutory
and other reserved rights, including the copyright. The Owner shall be permitted
to retain copies,  including  reproducible copies, of the Architect's  Drawings,
Specifications  and other  documents for information and reference in connection
with the Owner's use and  occupancy of the Project.  The  Architect's  Drawings,
specifications  or other  documents  shall not be used by the Owner or others on
other projects,  for additions to this Project or for completion of this Project
by  others,  unless  the  Architect  is  adjudged  to be in  default  under this
Agreement,  except by agreement in writing and with appropriate  compensation to
the Architect.

6.2  Submission  or  distribution  of  documents  to  meet  official  regulatory
requirements or for similar purposes in connection with the Project is not to be
construed as publication in derogation of the Architect's reserved rights.

ARTICLE 7

                                   ARBITRATION

7.1 Claims,  disputes or other  matters in question  between the parties to this
Agreement  arising out of or relating to this  Agreement or breach thereof shall
be subject to and decided by  arbitration  in accordance  with the  Construction
Industry Arbitration Rules of the American Arbitration  Association currently in
effect unless the parties mutually agree otherwise.

7.2 Demand for  arbitration  shall be filed in writing  with the other  party to
this  Agreement  and with the  American  Arbitration  Association.  A demand for
arbitration  shall be made within a reasonable time after the claim,  dispute or
other  matter  in  question  has  arisen.  In no  event  shall  the  demand  for
arbitration  be made  after  the date  when  institution  of legal or  equitable
proceedings  based on such claim,  dispute or other matter in question  would be
barred by the applicable statute of limitations.

7.3 No arbitration  arising out of or relating to this Agreement  shall include,
by consolidation, joinder or in any other manner, an additional person or entity
not a party to this Agreement,  except by written consent  containing a specific
reference to this Agreement signed by the Owner, Architect, and any other person
or entity sought to be joined.  Consent to  arbitration  involving an additional
person or entity  shall not  constitute  consent  to  arbitration  of any claim,
dispute or other matter in question not described in the written consent or with
a person or entity not named or described  therein.  The foregoing  agreement to
arbitrate and other agreements to arbitrate with an additional  person or entity
duly  consented  to by the  parties  to this  Agreement  shall  be  specifically
enforceable in accordance with applicable law, in any court having  jurisdiction
thereof.

7.4 The award  rendered by the  arbitrator or  arbitrators  shall be final,  and
judgment may be entered upon it in accordance  with  applicable law in any court
having jurisdiction thereof.

ARTICLE 8

                     TERMINATION, SUSPENSION OR ABANDONMENT

8.1 This  Agreement  may be  terminated by either party upon not less than seven
days'  written  notice should the other party fail  substantially  to perform in
accordance  with  the  terms of this  Agreement  through  no fault of the  party
initiating the termination.

8.2 If the Project is suspended by the Owner for more than 30 consecutive  days,
the Architect  shall be compensated  for services  performed  prior to notice of
such suspension. When the Project is resumed, the Architect's compensation shall
be equitably  adjusted to provide for expenses  incurred in the interruption and
resumption of the Architect's services.

8.3 This Agreement may be terminated by the Owner upon not less than seven days'
written  notice to the  Architect  in the event that the Project is  permanently
abandoned. If the Project is abandoned by the Owner for more than 90 consecutive
days, the Architect may terminate this Agreement by giving written notice.

                                       9
<PAGE>

8.4 Failure of the Owner to make payments to the  Architect in  accordance  with
this  Agreement  shall be considered  substantial  nonperformance  and cause for
termination.

8.5 If the Owner fails to make payment when due the  Architect  for services and
expenses,  the  Architect  may,  upon seven days'  written  notice to the Owner,
suspend performance of services under this Agreement.  Unless payment in full is
received  by the  Architect  within  seven days of the date of the  notice,  the
suspension  shall  take  effect  without  further  notice.  In  the  event  of a
suspension of services,  the Architect  shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of services.

8.6 In the event of termination  not the fault of the  Architect,  the Architect
shall be compensated for services performed prior to termination,  together with
Reimbursable  Expenses  then due and all  Termination  Expenses  as  defined  in
Paragraph 8.7.

8.7  Termination  Expenses  are  in  addition  to  compensation  for  Basic  and
Additional  Services,  and include  expenses which are directly  attributable to
termination. Termination Expenses shall be computed as a percentage of the total
compensation  for Basic Services and Additional  Services  earned to the time of
termination, as follows:

 .1             Twenty percent of the total compensation for Basic and Additional
               Services  earned to date if  termination  occurs before or during
               the predesign, site analysis, or Schematic Design Phases; or

 .2             Ten percent of the total  compensation  for Basic and  Additional
               Services  earned to date if termination  occurs during the Design
               Development Phase; or

 .3             Five percent of the total  compensation  for Basic and Additional
               Services  earned  to  date  if  termination   occurs  during  any
               subsequent phase.

ARTICLE 9

                            MISCELLANEOUS PROVISIONS

9.1 Unless  otherwise  provided,  this Agreement shall be governed by the law of
the principal place of business of the Architect.

9.2 Terms in this Agreement shall have the same meaning as those in AIA Document
A201,  General  Conditions of the Contract for  Construction,  current as of the
date of this Agreement.

9.3 Causes of action between the parties to this Agreement pertaining to acts or
failures to act shall be deemed to have accrued and the  applicable  statutes of
limitations  shall commence to run not later than either the date of Substantial
Completion  for  acts  or  failures  to  act  occurring   prior  to  Substantial
Completion,  or the date of  issuance of the final  Certificate  for Payment for
acts or failures to act occurring after Substantial Completion.

9.4 The Owner and Architect  waive all rights against each other and against the
contractors,  consultants,  agents and  employees of the other for damages,  but
only to the extent covered by property  insurance  during  construction,  except
such rights as they may have to the  proceeds of such  insurance as set forth in
the  edition of AIA  Document  A201,  General  Conditions  of the  Contract  for
Construction,  current as of the date of this Agreement. The Owner and Architect
each shall  require  similar  waivers from their  contractors,  consultants  and
agents.

9.5 The Owner and Architect,  respectively,  bind  themselves,  their  partners,
successors,  assigns  and  legal  representatives  to the  other  party  to this
Agreement and to the partners,  successors, assigns and legal representatives of
such other party with respect to all covenants of this Agreement.  Neither Owner
nor Architect  shall assign this  Agreement  without the written  consent of the
other.

9.6 This Agreement  represents the entire and integrated  agreement  between the
Owner and Architect and supersedes all prior  negotiations,  representations  or
agreements,  either  written or oral.  This  Agreement  may be  amended  only by
written instrument signed by both Owner and Architect.

9.7 Nothing contained in this Agreement shall create a contractual  relationship
with or a cause of


                                       10
<PAGE>

action in favor of a third party against either the Owner or Architect.

9.8 Unless otherwise  provided in this Agreement,  the Architect and Architect's
consultants shall have no responsibility for the discovery,  presence, handling,
removal or disposal of or exposure of persons to hazardous materials in any form
at the Project site, including but not limited to, asbestos,  asbestos products,
polychlorinated biphenyl (PCB) or other toxic substances.

9.9 The Architect shall have the right to include  representations of the design
of the Project,  including  photographs of the exterior and interior,  among the
Architect's  promotional and professional  materials.  The Architect's materials
shall not include the Owner's  confidential  or  proprietary  information if the
Owner  has  previously   advised  the  Architect  in  writing  of  the  specific
information considered by the Owner to be confidential or proprietary. The Owner
shall provide professional credit for the Architect on the construction sign and
in the promotional materials for the Project.

ARTICLE 10

                            PAYMENTS TO THE ARCHITECT

10.1     DIRECT PERSONNEL EXPENSE

10.1.1  Direct  Personnel  Expense  is defined  as the  direct  salaries  of the
Architect's  personnel  engaged on the  Project  and the  portion of the cost of
their mandatory and customary  contributions and benefits related thereto,  such
as employment  taxes and other  statutory  employee  benefits,  insurance,  sick
leave, holidays, vacations, pensions and similar contributions and benefits.

10.2     REIMBURSABLE EXPENSES

10.2.1  Reimbursable  Expenses  are in  addition to  compensation  for Basic and
Additional   Services  and  include  expenses  incurred  by  the  Architect  and
Architect's  employees  and  consultants  in the  interest  of the  Project,  as
identified in the following Clauses.

10.2.1.1 Expense of transportation  in connection with the Project;  expenses in
connection with authorized out-of-town travel;  long-distance  communication and
fees paid for securing  approval of  authorities  having  jurisdiction  over the
Project.

10.2.1.2   Expense  of   reproduction,   postage  and   handling  of   Drawings,
Specifications  and other  documents.  10.2.1.3 If  authorized in advance by the
Owner, expense of overtime work requiring higher than regular rates.

10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.

10.2.1.5  Expense  of  additional   insurance  coverage  or  limits,   including
professional  liability  insurance,  requested  by the  Owner in  excess of that
normally carried by the Architect and Architect's consultants.

10.2.1.6 Expense of computer-aided  design and drafting equipment time when used
in connection with the Project.

10.3     PAYMENTS ON ACCOUNT OF BASIC SERVICES

10.3.1 An initial  payment as set forth in Paragraph 11.1 is the minimum payment
under this Agreement.

10.3.2  Subsequent  payments for Basic Services shall be made monthly and, where
applicable,  shall be in proportion to services  performed  within each phase of
service, on the basis set forth in Subparagraph 11.2.2.

10.3.3 If and to the extent that the time initially  established in Subparagraph
11.5.1  of this  Agreement  is  exceeded  or  extended  through  no fault of the
Architect,  compensation for any services  rendered during the additional period
of time shall be computed in the manner set forth in Subparagraph 11.5.2.

10.3.4 When  compensation is based on a percentage of Construction  Cost and any
portions of the Project are deleted or otherwise not  constructed,  compensation
for those  portions of the Project  shall be payable to the extent  services are
performed  on those  portions,  in  accordance  with the  schedule  set forth in
Subparagraph  11.2.2,  based  on (1) the  lowest  bona  fide  bid or  negotiated
proposal,  or (2) if no such  bid or  proposal  is  received,  the  most  recent
preliminary  estimate of Construction  Cost or detailed estimate of Construction
Cost for such portions of the Project.

                                       11
<PAGE>


10.4     PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

10.4.1  Payments  on  account of the  Architect's  Additional  Services  and for
Reimbursable Expenses shall be made monthly upon presentation of the Architect's
statement of services rendered or expenses incurred.

10.5     PAYMENTS WITHHELD

10.5.1 No deductions shall be made from the Architect's  compensation on account
of  penalty,  liquidated  damages  or  other  sums  withheld  from  payments  to
contractors,  or on  account of the cost of changes in the Work other than those
for which the Architect has been found to be liable.

10.6     ARCHITECT'S ACCOUNTING RECORDS

10.6.1 Records of  Reimbursable  Expenses and expenses  pertaining to Additional
Services and services  performed on the basis of a multiple of Direct  Personnel
Expense shall be available to the Owner or the Owner's authorized representative
at mutually convenient times.


ARTICLE 11

                              BASIS OF COMPENSATION

The Owner shall compensate the Architect as follows:

11.1     AN INITIAL PAYMENT of      zero          Dollars ($      0      ) shall
be made upon execution of this Agreement and credited to the Owner's account at
final payment.

11.2     BASIC COMPENSATION

11.2.1 FOR BASIC  SERVICES,  as described  in Article 2, and any other  services
included in Article 12 as part of Basic Services,  Basic  Compensation  shall be
computed as follows:

(Insert  basis  of  compensation,   including   stipulated  sums,  multiples  or
percentages,  and identify  phases to which  particular  methods of compensation
apply, if necessary.)

A stipulated sum of $ 71,126.00. See attached Architectural Fee tabulation.

11.2.2  Where  compensation  is  based  on a  stipulated  sum or  percentage  of
Construction  Cost,  progress  payments  for Basic  Services in each phase shall
total the following percentages of the total Basic Compensation payable:

(Insert additional phases as appropriate.)

Schematic Design Phase:  Fifteen                   percent (15%)   $  11,830.00
Design Development Phase:  Twenty                  percent (20%)   $  15,774.00
Construction Documents Phase:  Forty               percent (40%)   $  31,548.00
Building or Negotiation Phase:  zero               percent ( 0%)   $       0.00
Construction Phase:  Twenty                        percent (20%)   $  15,774.00
-------------------------------------------------- -------------   ------------
Total Basic Compensation              one hundred percent (100%)    $ 74,926.00

                                       12
<PAGE>

11.3     COMPENSATION FOR ADDITIONAL SERVICES

11.3.1 FOR  PROJECT  REPRESENTATION  BEYOND  BASIC  SERVICES,  as  described  in
Paragraph 3.2, compensation shall be computed as follows: Hourly Basis

11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT,  as described in Articles 3 and
12, other than (1) Additional Project Representation,  as described in Paragraph
3.2, and (2) services included in Article 12 as part of Additional Services, but
excluding  services of consultants,  compensation  shall be computed as follows:
(Insert  basis of  compensation,  including  rates  and/or  multiples  of Direct
Personnel  Expense for  Principals and  employees,  and identify  Principals and
classify employees, if required.  Identify specific services in which particular
methods of compensation apply, if necessary.)

Principal Architect                                    $ 85.00 per hour
Staff Architect                                        $ 65.00 per hour
Secretarial                                            $ 35.00 per hour


11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS,  including additional structural,
mechanical  and  electrical   engineering  services  and  those  provided  under
Subparagraph 3.4.19 or identified in Article 12 as part of Additional  Services,
a multiple  of one (1.00)  times the  expenses  incurred by the  Architect,  the
Architect's employees and consultants in the interest of the Project.

11.4     REIMBURSABLE EXPENSES

11.4.1 FOR REIMBURSABLE  EXPENSES, as described in Paragraph 10.2, and any other
items included in Article 12 as Reimbursable  Expenses, a multiple of one (1.00)
times the expenses  incurred by the  Architect,  the  Architect's  employees and
consultants in the interest of the Project.

11.5     ADDITIONAL PROVISIONS

11.5.1 IF THE BASIC  SERVICES  covered by this Agreement have not been completed
within N/A ( ) months of the date  hereof,  through  no fault of the  Architect,
extension of the  Architect's  services beyond that time shall be compensated as
provided in Subparagraphs 10.3.3 and 11.3.2.

11.5.2  Payments  are due  and  payable  Ten  (10)  days  from  the  date of the
Architect's  invoice.  Amounts  unpaid N/A ( ) days after the invoice date shall
bear interest at the rate entered below,  or in the absence thereof at the legal
rate  prevailing  from time to time at the  principal  place of  business of the
Architect.

(Insert rate of interest agreed upon.)

(Usury laws and  requirements  under the Federal  Truth in Lending Act,  similar
state and local  consumer  credit laws and other  regulations at the Owner's and
Architect's  principal  places of  business,  the  location  of the  Project and
elsewhere  may affect the  validity of this  provision.  Specific  legal  advice
should  be  obtained  with  respect  to  deletions  or  modifications,  and also
regarding requirements such as written disclosures or waivers.)

11.5.3  The rates and  multiples  set forth  for  Additional  Services  shall be
annually  adjusted in  accordance  with normal  salary  review  practices of the
Architect.

                                       13
<PAGE>

ARTICLE 12

                          OTHER CONDITIONS OR SERVICES

(Insert  descriptions of other services,  identify  Additional Services included
within Basic  Compensation  and  modifications  to the payment and  compensation
terms included in the Agreement.)

             The Architect  shall only be responsible for schematic site design.
             The developer  shall be  responsible  for final site design,  civil
             engineering and landscape design.

The Agreement entered into as of the day and year first above written above.

OWNER                                        ARCHITECT


/s/   Arthur Seaver                          /s/   Keith J. Marrero
-------------------------------------        -----------------------------------
(Signature)                                  (Signature)

   Arthur Seaver, President/CEO                 Keith J. Marrero, Principal
-------------------------------------        -----------------------------------
[Print name and title)                       [Print name and title)



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