** **

** Exhibit  10.1   **

** **Bonaventure I Office LeaseAgreement with Greenville First Bank, N.A., dated September 20, 2005

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| ***Bonaventure I***              |
|----------------------------------|
| **OFFICE LEASE AGREEMENT**       |
|                                  |
|                             |
| **Verdae Technology Park**       |
| **GREENVILLE, SOUTH CAROLINA**   |
|                                  |
| *** ***                     |
|                             |
| *** ***                     |
| ***Landlord:***                  |
| ** **                       |
| ** **                       |
| **Verdae Properties, LLC**       |
| **P.O. Box   516**               |
| **Greenville, SC 29602**         |
| **864-627-8383 Phone**           |
| **864-627-8072 Fax**             |
|                                  |
|                             |
| *** ***                     |
| ***Tenant:***                    |
|                                  |
|                                  |
|                             |
|                             |
| **Greenville First Bank, N. A.** |
| **Bonaventure I**                |
| **Suite   100**                  |
| **100 Verdae Boulevard**         |
| **Greenville, SC 29607**         |

** **

*** ***

** **

** **

** **

*** ***

 

**                                     **

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**Table of Contents:**

** **

|                             | Page Number                                                                     |
|-----------------------------|---------------------------------------------------------------------------------|
| **1.**                      | **    LEASED PREMISES**                                               | **3** |
| **2.**                      | **    TERM AND DELIVERY OF PREMISES**                                 | **5** |
| **3.**                      | **    RENT**                                                          | **6** |
| **4.**                      | **    USE OF PREMISES**                                               | **9** |
| **5.**                      | **    ASSIGNMENT AND SUBLETTING**                                     | **9** |
| **6.**                      | **    MAINTENANCE AND REPAIRS**                                       | **10** |
| **7.**                      | **    IMPROVEMENTS AND FIXTURES**                                     | **10** |
| **8.**                      | **    UTILITIES AND SERVICES**                                        | **12** |
| **9.**                      | **    INDEMNITY**                                                     | **13** |
| **10.**                     | **    QUIET ENJOYMENT**                                               | **14** |
| **11.**                     | **    DAMAGE OR DESTRUCTION OF PREMISES**                             | **14** |
| **12.**                     | **    EMINENT DOMAIN**                                                | **15** |
| **13.**                     | **    DEFAULT**                                                       | **16** |
| **14.**                     | **    ATTORNEYS' FEES AND LITIGATION**                                | **18** |
| **15.**                     | **    LANDLORD'S LIEN**                                               | **18** |
| **16.**                     | **    SUBORDINATION**                                                 | **18** |
| **17.**                     | **    SECURITY DEPOSIT**                                              | **19** |
| **18.**                     | **    FORCE MAJEURE**                                                 | **19** |
| **19.**                     | **    SEVERABILITY AND JOINT AND SEVERAL LIABILITY**                  | **19** |
| **20.**                     | **    RENT A SEPARATE COVENANT**                                      | **19** |
| **21.**                     | **    RELOCATION**                                                    | **19** |
| **22.**                     | **    CERTIFICATE OF TENANT'S AUTHORITY**                             | **19** |
| **23.**                     | **    ABSENCE OF OPTION**                                             | **19** |
| **24.**                     | **    BROKERAGE COMMISSION**                                          | **19** |
| **25.**                     | **    SPECIAL PROVISIONS**                                            | **20** |
| **26.**                     | **    AMENDMENTS**                                                    | **20** |
| **27.**                     | **    TRANSFER OF LANDLORD'S INTEREST AND LIMITATIONS ON  LIABILITY** | **20** |
| **28.**                     | **    ESTOPPEL CERTIFICATE**                                          | **20** |
| **29.**                     | **    ENFORCEMENT OF TERMS**                                          | **21** |
| **30.**                     | **    INSURANCE**                                                     | **21** |
| **31.**                     | **    MISCELLANEOUS**                                                 | **22** |
| **32.**                     | **    NOTICE**                                                        | **22** |
| ** **                  | ** **                                                                      | ** ** |
| **    EXHIBITS:** |
| **A.**                      | **    Legal Description and Floor Grid**                              | **24, 25, 26** |
| **B.**                      | **    Rules and Regulations**                                         | **27** |
| **C.**                      | **    Schedule of Base Rent**                                         | **29** |
| **D.**                      | **    Tenant Workletter**                                             | **31** |
| **E.**                      | **    Special Provisions**                                            | **34** |
| **F.**                      | **    Building Site Plan**                                            | **35** |
| **G.**                      | **    Confirmation of Lease Term Agreement**                          | **36** |
| **H.**                      | **    Memorandum of Lease**                                           | **38** |
| **I.**                      | **   Building Retrofit**                                              | **41** |
| **J.**                      | **    Operating Expenses Unoccupied Premises**                        | **43** |

** **

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**THIS LEASE AGREEMENT,**made as of the   20th         dayof September, 2005, by and between****Verdae Properties, LLC, a South Carolina limited liability company,****hereinafter referred to as"Landlord", and Greenville First Bank N. A.****a South CarolinaCorporation, hereinafter referred to as "Tenant".

** RECITALS**

**           WHEREAS,**Tenant as lessee and Landlord as Lessor herebydesire to enter into this lease agreement (hereinafter "Lease") uponthe terms and conditions stated herein;

**          NOW, THEREFORE,** in consideration of the premisesand of the mutual covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

**          1.       LEASED PREMISES:**

**           a.       Description of Premises:**  Landlord hereby leases toTenant, and Tenant hereby leases from Landlord a portion of the real propertyknown as Bonaventure I located at 100 Verdae Boulevard in Verdae Technology Park**, Greenville, South Carolina 29607.** Further described and depicted asoutlined in red in Exhibit F, which Exhibit is attached hereto and incorporatedherein by this reference (the "Premises").  The Premises are locatedon the First and Second floors of the Building (hereinafter defined), and thePremises occupy a "Rentable Area" of 28,242 square feet and a "Useable Area" of         25,478 square feet, as defined and determined in accordance withANSI/BOMA 1996 Standards as specified in Paragraph 31(d) hereof.  The Premisesrepresent 48.54% of the Building Rentable Area.  The Premises are furtherdescribed as the "Occupied Premises" consisting of 23,053 Rentable Square Feetand 20,797 Useable Square Feet and "Unoccupied Premises" consisting of 5,189 Rentable Square Feet and 4681 Useable Square Feet.

1.                  The term"Leased and Occupied" shall refer to the portion of the Premises, which theTenant uses to conduct or facilitate the conducting of any of its business.

2.                   The term,"Leased and Unoccupied" shall refer to the portion of the Premises which theTenant leases and does not use to conduct business or facilitate the conductingof its business.

**          b.       The Building:**  The Premises are part of abuilding known as Bonaventure I (the "Building") constructed andlocated at Verdae Technology Park, Greenville, South Carolina on a portion ofreal property owned by Landlord and as further described and depicted on theattached Exhibit A.  The Building contains 58,179 Rentable Square Feet.

**          c.       Access:**  Landlord or its agents shallhave the right to enter upon the Premises at all reasonable times for thepurpose of inspecting the same, preventing waste, and making such repairs asLandlord may consider necessary (but without any obligation to do so except asexpressly provided for herein).  During the last 120 days of the Term, theLandlord may show the Premises to prospective tenants with 24-hour notice. Tenant shall, at all times, have full but non-exclusive access to the Premisesand at reasonable times to areas designated for parking, walkways, access ways,elevators, stairs, hallways, lobbies and other common areas of the Building.

**          d.       Rules and Regulations:**  The Rules and Regulations attached hereto asExhibit B are incorporated herein by reference (the "Rules andRegulations").  Tenant, its employees, agents and visitors shall observeand abide by the Rules and Regulations and by such other and further reasonablerules and regulations as Landlord may prescribe which, in its judgment, areneedful for the reputation, safety, care or cleanliness of the Building orPremises, or the operations and maintenance thereof and the equipment therein,or for the comfort of Tenant and other tenants of the Building.  Unless suchchange shall materially alter, in Tenants sole opinion, its rights to operateits business for the purposes intended pursuant to this lease.

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          Landlord shall have the right to change orwaive any of the Rules and Regulations, without prior notice to or approval ofTenant. Landlord will provide Tenant with a copy of such revisions oramendments to the Rules and Regulations promptly upon implementing any changesor waivers, but Tenant's failure to receive written notice of changes orwaivers shall not relieve Tenant of its obligation to adhere to any changedRules and Regulations of which Tenant has actual notice.  In the case of anyone or more tenants, Landlord shall not be responsible to Tenant for thenonobservance or violation of any Rules or Regulations by any other tenant(s)of the Building; provided that Landlord shall take all reasonable steps toenforce the Rules and Regulations against the offending Tenant.  All such Rulesand Regulations are essential hereto, and without them, this Lease would nothave been entered into by the Landlord. Any breach of any provision of theseRules and Regulations by the Tenant shall constitute a default hereunder.

**          e.       Parking:**  Landlord shall keep andmaintain parking areas in good condition.  Landlord reserves the right tocontrol the method, manner and time of parking in areas designated forparking.  Landlord shall provide parking at no cost to Tenant.  As long as Tenantis entitled to possession of the Premises, Tenant shall have the nonexclusiveright to use any driveways, sidewalks, and other common facilities and areasdesignated for parking, on the property on which the Building is located (or onproperty contiguous thereto), as they may exist from time to time.  It isunderstood that the Landlord has provided parking spaces for the Building atthe rate not less than 5 spaces per 1000 square feet of Rentable Area.  TheTenant and its employees, agents, contractors, representatives or inviteescollectively shall not use more than five (5) parking spaces per thousandsquare feet of Rentable Area in the Premises (the "Parking Standard").  In theevent that the usage of the parking spaces exceeds the parking Standard or ifvehicles are parked outside areas designated for parking, Landlord shall havethe right, at Tenant's sole cost and expense, to tow any vehicles of Tenant orTenant's employees, agents, contractors, representatives or invitees violatingthe Parking Standard or parking outside the areas designated for parking or torequire Tenant to adopt some other alternative plan to ensure that the ParkingStandard is not exceeded and that parking is confined to the appropriatelydesignated areas.  As provided in Exhibit E, Special Provisions, the Bank mayerect a banking drive-thru facility.  The number of parking spaces required forsuch facility shall decrease the Banks allocation of parking spaces. Further,the Tenant shall have 10 designated Bank Visitor parking spaces as identifiedin Exhibit E.

**          f.       Signs and Advertising:**  Tenant shall be afforded suchsignage as identified in the Tenant Workletter, attached as Exhibit D hereto;otherwise, Tenant shall not erect or install any sign or other type displaywhatsoever, either upon the exterior of the Building, upon or in any window, orin any lobby, hallway or door therein located, without the prior expresswritten consent of Landlord.

**          g.       Condition of Premises and Acceptance:**  Subject to the terms of theTenant Workletter attached as Exhibit D hereto and representation made byLandlord addressing the renovation of the Base Building The Base Building beingdefined as the existing structural elements of the building as it exists nowwith all tenant improvements removed and including the improvement/replacementsdescribed in Exhibit I in place.  It is agreed that, by occupying the Premises,Tenant acknowledges that it has had full opportunity to examine and inspect theBuilding and the Premises, and further that it is fully informed as to thecharacter, construction and structure of the Building.  In that the Tenant haselected to retain Professionals for the design and construction oversight ofthe Premises, the LANDLORD MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONDITIONOF THE PREMISES OR THEIR SUITABILITY OR FITNESS FOR TENANT'S PARTICULAR USE ORPURPOSE.  It is further agreed that by occupying the Premises the Tenantformally accepts the same and acknowledges that Landlord has complied with allrequirements imposed upon it under the terms of this Lease.  This Lease doesnot grant any right to light or air over or about the Premises or Building, nordoes this Lease grant Tenant any right to construct any improvement on the roofor exterior walls of the Building except as provided herein.

**          2.       TERM AND DELIVERY OF PREMISES:**

**          a.       Term:**  The term of this Lease (the"Term") is for a **period of Ten (10) years and Five (5) months**,**commencing** upon the earliest of;(i) the completion of the Tenants upfitas evidenced by a Certificate of Occupancy or Temporary Certificate ofOccupancy issued by the City of Greenville: (ii) such date as Tenant may occupythe Premises as described in Paragraph 2b; or (iii) June 30, 2006 subject tothe conditions set forth in section 2b below  (the "CommencementDate") and **ending** at midnight on the Tenth Year and Fifth monthanniversary of the commencement of the Lease or such other date as this Leasemay terminate as hereinafter provided ("Termination Date").

** **

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**b.    Delivery of Premises:**Landlord covenants to completeall improvements to the Base Building as described in Exhibit I and deliverpremises to Tenant on or before February 15, 2006.  Should Landlord fail todeliver the premises to on February 15, 2006 Tenants obligations in Section2.a.iii shall be extended one day for each day the premises are not delivered. Should such failure continue for more than sixty (60) days Tenant at Tenantssole option may cancel this Lease. Tenant will deliver its plans for Landlord'sapproval not later than October 15, 2005.  Landlord will approve or disapprovesaid plans by notice set forth herein below by November 15, 2005.  Failure byTenant to receive any disapproval shall be deemed an acceptance of said plansas presented.  Tenant will complete the upfit work in accordance with plans andspecifications to be approved by Landlord, which approval shall not beconditioned or delayed.  Landlord and Tenant agree that it maybe mutuallybeneficial for some elements of the Base Building to be completed concurrent withTenant improvement work, the timing and scope of such work shall be identifiedand agreed upon in writing as soon as practicable.  . Both Landlord and Tenantagree that Time is of the Essence.  Should either party fail to perform asstated herein the other party may seek all remedies available by law**.**

**c.     Holding Over:**  The failure of Tenant tosurrender the Premises on the Termination Date and the subsequent holding overby Tenant, with or without the consent of Landlord, shall result in thecreation of a tenancy at will with rent payable at 125% of the Rent then inforce and otherwise under the same terms herein set forth.  This provision doesnot give Tenant any right to hold over at any time nor shall it be deemed arenewal of the Term either by operation of law or otherwise.

**d.   ****Renewal/Expansion Option: **So long as the Tenant is not inmaterial default after written notice of any provisions of the lease, theTenant shall have the right to renew the lease for three (3) consecutive five(5) year terms under the same terms and conditions set forth herein, providedthat the Base Rent shall be subject to adjustment in accordance with theprovisions of Exhibit C.  Tenant is to notify Landlord a minimum of 180 daysprior to the expiration of the then current term of its intention to exercisesaid option.

**e.     First Right of Refusal: **Tenant shall be accorded thefirst right of refusal on any vacant space in the building.  This is agreeableto the Landlord within the following three provisions:  First, the right offirst refusal must be exercised within ten (10) business days.  Second, anyexercise for additional space must have a minimum term of five (5) years. Third, the rental rate will be equal to the then effective rate for the Bank'sbase or extended term and the upfit will be depreciated, on a straight-linebasis, to reflect any term less than ten (10) years.

**                f.     Commencement ConfirmationAgreement:** Within ten (10) days after the Commencement Date, Landlord and Tenant shalldeliver to each other an agreement in the form provided in Exhibit H hereto,setting forth the Commencement Date, the date of expiration of the originalTerm of this Lease and the dates of commencement and expiration of any RenewalOptions.

**           3.       RENT:**

**           a.       Definitions:  **As used in this Paragraph 3 andthroughout this Lease, the following definitions shall apply:

1.             Theterm "Rent" shall include Base Rent (hereinafter defined) and all AdditionalRent (hereinafter defined).

2.             Theterm "Base Rent" refers to those amounts specified in Exhibit C to this Lease,which Exhibit is attached hereto and incorporated herein by reference.

3.             Theterm "Additional Rent" refers to any and all costs, charges, and expenses thatTenant assumes, agrees to or is obligated to pay in accordance with the termsof this Lease, which costs, charges and expenses are in addition to the BaseRent specified in Exhibit C hereto.

4.             Theterm "Operating Expenses" shall mean the expenses of Landlord for the operationand maintenance of the Premises, the Building, the land on which they aresituated, and the land affected by any appurtenant rights or benefits to theBuilding or Premises (such as parking, drainage and access), which expensesshall include, but not be limited to, management salaries and fees;maintenance, repair and janitorial expenses; administrative salaries, costs andfees; and insurance, security, landscaping costs, and expenditures for repairsor improvements to the Building or Premises that lead to a reduction in saidOperating Expenses.

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5.              Theterm "Real Estate Taxes" shall mean Landlord's expenditures for all county,state or city taxes, assessments, governmental levies, or any othergovernmental charges, whether general or special, ordinary or extraordinary,foreseen or unforeseen, or of any kind or nature, which are or may be assessedor imposed on the Premises, the Building, the land on which they are situatedor land affected by any appurtenant rights or benefits to the Building orPremises (such as parking, drainage and access). Real Estate Taxes shallinclude any tax, excise or fee measured or payable with respect to any Rent;and such Real Estate Taxes shall include the expenses of contesting the amountor validity of any such levies, charges or assessments.

6.              Theterm "Utility Costs" shall refer to Landlord's expenses with respect tofurnishing heat, air conditioning, electricity, water, sewage, gas (if madeavailable at Landlord's sole discretion), garbage removal and any similarservice for the Building and its occupants.

7.              Theterm "Expenses" shall refer to the aggregate or sum of all Operating Expenses,Real Estate Taxes, and Utility Costs and any applicable sales tax on theseitems.  This Lease is a gross lease, and as such, Expenses shall not beseparately billed or invoiced to Tenant; instead the "Base Expense Amount," asdefined below and determined by Landlord, is an inherent part of Base Rent.

8.                  OperatingExpenses and Base Expense Amount

(a)         OccupiedPremises:  Theterm "Base Expense Amount" shall mean the Tenant's Proportionate Share (definedin Paragraph 3(c) below) of actual Expenses incurred during the Base Year,which Base Year shall be the period beginning on **January 1, 2006, and endingon December 31, 2006**should Tenants occupancy be delayed past June 30, 2006the full calendar year 2007 shall be the Base Year.  For the first year thatthe Building is in service, the Base Expense Amount shall be calculated toreflect the fully assessed value (for Real Estate Tax purposes) of theBuilding, the land on which the Building is located and land affected by anyappurtenant rights or benefits to the Building or Premises (such as parking,drainage and access) and further calculated to reflect actual Expenses thatwould be incurred at a level of ninety-five percent (95%) Building occupancy. During the Term and any extensions thereof the base year for "OperatingExpenses" shall be reset every five (5) years to be the actual expenses of thenext calendar year.  Expenses shall be "grossed-up" to reflect and occupancylevel of 95%.

(b)          UnoccupiedPremises:  Increases in the Base Expense Amount for the Unoccupied Premiseswill be treated in the same manner as the Occupied Premises (Section 8(a)above) with the exception that those expense items subject to reduction due tonon occupancy as enumerated in "Exhibit J" will continue to be reduced by thesame percentage each Lease Year.  These percentages are also identified inExhibit J.

**          b.       Agreement to Pay Rent:**  Tenant hereby agrees to payBase Rent and any Additional Rent on or before the first day of the first fullcalendar month of the Term hereof and on or before the first day of each andevery successive calendar month thereafter during the Term of this Lease,subject to the adjustments as provided hereinafter.  In the event Term occurson a day other than the first day of a calendar month then the Term will beincreased by the remaining days in that month.  The rent shall be proratedbased on a three hundred sixty five (365) day year.  The first payment of Rentshall be in an amount equal to one twelfth (1/12) of the annual rent plus theprorated Rent for the partial month of occupancy.  Rent and all other sumspayable by Tenant to Landlord under this Lease shall be paid to Landlordwithout deduction or offset, at Caine Company, Post Office Box 1908, Greenville, South Carolina 29602 or at such other place as Landlord may hereafter specifyin writing.  Checks shall be made payable to Caine Company or such other payeeas Landlord may hereafter specify in writing.

          In the event any amount of Base Rent andAdditional Rent is received more than ten (10) working days after the first dayof a calendar month, a late fee of ten percent (10%) of such unpaid Base Rentand Additional Rent shall be paid by the Tenant.  Such fee will be due andpayable as Additional Rent on the first day of the next calendar month and willbe charged for each month an arrearage continues.

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**          **On or about April 1 following the end of each calendaryear during the Term, or at such later time, as Landlord shall be able todetermine its actual Expenses for the calendar year last ended, Landlord shallnotify Tenant, in writing, of such actual Expenses.  If Tenant's ProportionateShare of said actual Expenses exceeds the Base Expense Amount and Tenant'sProportionate Share of any projected increases in Expenses for such calendaryear, then Tenant shall, within thirty (30) days after the date of such writtennotice from Landlord, pay to Landlord an amount equal to such excess.  Theobligation to make such payment shall be considered Additional Rent and shallsurvive the expiration or earlier termination of this Lease.  If the Base ExpenseAmount and Tenant's Proportionate Share of any projected increase in Expensespaid by Tenant during the preceding calendar year, exceeds the amount payablefor such year based upon the actual Expenses for such calendar year, thenLandlord shall credit such excess to installments of Rent payable after thedate of Landlord's notice until such excess has been exhausted, or if thisLease shall expire prior to the application of such excess, Landlord shall payto Tenant the balance not applied against Rent.  No interest or penalties shallaccrue on any amounts, which Landlord is obligated to credit or to pay Tenantby reason of this Paragraph 3c.

**           d.       Calculation of Projected ExpenseAdjustments: **Priorto the end of each calendar year during the Term of this Lease, Landlord shalldeliver to Tenant a statement setting forth the amount by which Tenant'sProportionate Share of the projected Expenses for the next calendar year withinthe Term of this Lease is anticipated to exceed the Base Expense Amount.  Duringsaid following calendar year, Tenant shall pay to Landlord, as Additional Rent,an amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of suchprojected excess Expenses.  The Tenant's obligation to pay such projectedexcess shall survive the expiration of the Term.

** 4.     USE OF PREMISES:**

**           a.       Permissible Use of Premises:**  The Premises shall be used byTenant as a banking and financial services office and for the support of theaforementioned and for no other purposes without the prior written consent ofthe Landlord.  Tenant will not use the Premises for the purpose of retailsales, provided, however, commercial and consumer-banking activities shall notbe considered to be retail sales.  Tenant shall not do or permit to be done inor about the Premises nor bring or keep or permit to be brought therein,anything which is prohibited by or in conflict with any law, statute, ordinanceor government rule or regulation now in force or which may hereafter be enactedor promulgated, or which is prohibited by any standard form of fire insurancepolicy or which will in any way increase the existing rate of or negativelyaffect any fire or other insurance upon the Building or any of its contents, orcause a cancellation of any insurance policy covering the Building or any partthereof or any of its contents.  Tenant shall not do or permit anything to bedone in or about the Premises which will in any way obstruct or interfere withthe right of other tenants of the Building, or injure or annoy them, nor will Tenantcause, maintain or permit any nuisance in, on or about the Premises.

**          b.       Care of Premises:**  Tenant shall commit no wastewith respect to the Premises and shall take good care of and keep in goodrepair the Premises and fixtures therein.  At the expiration or earliertermination, or cancellation of this Lease, Tenant shall surrender the Premisesand fixtures therein in the same condition as when initially received byTenant, subject only to reasonable wear and tear from normal use, and Tenantshall surrender all keys for the Premises to Landlord at the place then fixedfor the payment of rent.  Subject to the terms and limitations of Paragraph 7hereof, Tenant shall remove all Tenant's property before surrendering thePremises.  All injuries to the Building or fixtures caused by moving theproperty of Tenant in or out of the Premises, and any and all breakage or otherinjury whatsoever done by Tenant, its agents, servants, employees, independentcontractors, customers, licensees, invitees, or visitors, as well as any damagedone by water, steam, electricity, fire or other substance due to the acts,omissions or neglects of the aforesaid parties, may be repaired by Landlord atthe expense of Tenant, and shall become due and payable upon delivery of a statementof such charges by Landlord to Tenant or mailing the same postage prepaid, toTenant at its last known address.

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**          5.       ASSIGNMENT AND SUBLETTING:**

**a.     Notice of ProposedSublease, Right of Recapture:**  Tenant shall notify Landlord if at any time during theTerm hereof it desires to assign this Lease or sublet all or part of thePremises.  Provided Greenville First Bank, N.A. is not in material default withwritten notice Greenville First Bank, N. A. shall have the right during theLease Term, or any extensions there of, at any time, to sublet or assign all orany portion of the Premises and keep the profit, if any, to any related entityor affiliate of Greenville First Bank, N. A. whether by merger, consolidation,or any successor company without the Landlord's approval or consent providedthe original entity remains financially liable and such assignee is of equal orgreater financial strength as the original entity.

It is further understood andagreed that Tenant, with Landlord's approval, which approval may not beunreasonably withheld, conditioned or delayed, shall have the right to assignor sublease all or any portion of the Premises during the term to any subtenantof a similar type and quality.  Tenant shall retain fifty percent (50%) of anyprofit derived therefrom and remit the remaining fifty percent (50%) profit tothe Landlord as additional rent.

**b.   ****Sublease or Assignment uponLandlord Consent:** Subject to theforegoing terms of Paragraph 5(a), Tenantshall not make or permit any assignment, sublease or mortgage (by operation oflaw or otherwise) of this Lease, in whole or in part, without the prior expresswritten consent of Landlord.  Tenant shall not permit the use or occupancy ofthe Premises or any portion thereof by anyone other than Tenant and shall notmake any transfer of any nature whatsoever of its rights or interests underthis Lease without the prior written consent of Landlord.   Any such assignmentor subletting, whether approved by Landlord or not shall not relieve the Tenantof any liability for the total agreed Rent due hereunder no from Tenant'sobligation to perform all the covenants under this Lease unless Tenant isspecifically relieved of such obligation, in writing by Landlord. Any consentto subletting or assignment given by Landlord under this paragraph 5 shall notimply or be deemed to be consent to any other or subsequent instance orcircumstance.

**         6.     MAINTENANCE AND REP****AIRS:**  Landlord will, at its own cost and expense, except as may be providedelsewhere herein or in any exhibit hereto, make necessary repairs of damage tothe Building, corridors, lobby, structural members of the Building, andequipment used to provide the services referred to herein, unless any suchdamage is caused by acts or omissions of Tenant, its agents, servants,customers, employees, independent contractors, licensees, visitors or invitees,in which event Tenant will bear the cost of such repairs. Tenant shall have theobligation to repair and maintain the Premises except where damage to the Premisesis caused by the negligence or willful acts or omissions of Landlord, itsagents, employees, or invitees, or the failure of any Building system orstructure, including but not limited to windows and exterior walls that are theexpressed responsibility of the Landlord to maintain.

**          7.       IMPROVEMENTS AND FIXTURES:**

          **a.       Improvements by Landlord:**  IfLandlord and Tenant desire for improvements to be made to the Premises prior tothe Commencement Date, such improvements shall be made pursuant to the TenantWorkletter attached hereto and made a part hereof as Exhibit D.

**         **Tenant acknowledges that, after the Commencement Date, IfLandlord is to additionally alter, remodel, improve, add to, or do any physicalact or thing to the Premises, other than as required herein, same shall be atthe sole expense of Tenant and shall be effected only by a work order signed byboth Landlord and Tenant.  Any monies due Landlord from Tenant for completedwork orders shall be deemed Additional Rent hereunder.  In the absence of a workorder signed by the parties Landlord is under no obligation to make any suchimprovement or to do any physical act or thing to the Premises.

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**          b.       Improvements by Tenant:**  Tenant shall make noimprovements to the Premises without prior written approval of Landlord.  Suchapproval shall not be unreasonably withheld if such improvements are normal foroffice use, do not alter the exterior of the Building, are not of a structuralnature and are accompanied by prepayment or bond provision or waivers by the contractorin form satisfactory to Landlord sufficient to protect the Building from claimsor liens of any sort.  Tenant shall conduct its work in such a manner as tomaintain harmonious labor relations and not interfere with the operation of theBuilding or occupancy or enjoyment of other tenants and shall, prior to thecommencement of the work, submit to the Landlord copies of all necessarypermits.  Landlord reserves the right to approve any contractors hired byTenant for the conduct of such authorized improvements.

**          c.       Landlord's Property:**  The landlord has provided theTenant with an upfit allowance of $32.50/USF as further described in Exhibit D,section 2 of this agreement. To the extent that these funds are provided oradditional Landlord funds are provided, these funds in aggregate immediatelyrepresents and becomes the dollar value of the Landlords improvements to thePremises "Landlords Property".

**          d.      Tenant's Property andFixtures:**  Allimprovements, whether temporary or permanent in character, made in or upon thePremises and paid for by the Tenant shall remain the Tenants property for theTerm of the lease and any extensions and renewals there of "Tenants Property". At the end of the Term hereof Tenants Property shall remain in or upon the Premiseswithout compensation to Tenant and become the Landlords Property. All ofTenant's furniture, movable trade fixtures and equipment including any VaultDoors not attached or readily removable to the Building may be removed byTenant at the termination of this Lease, if Tenant so elects, and shall be soremoved, if required by Landlord, and, if not so removed shall, at the optionof Landlord, become the property of Landlord.

**          e.       Electrical, Telecommunications andData Wiring:** Any and all expenses and costs of any nature whatsoever attributable to theinstallation, maintenance, operation and/or removal of telephone equipment,computer equipment and the like and all related cabling, and wiring shall beborne solely by the Tenant.

**1.   Removal of Electrical andTelecommunications Wires.**

         **a.     Landlord May Elect toEither Remove or Keep Wires.**  Sixty (60) days prior to the expiration or soonertermination of the Lease, Landlord may elect ("Election Right") by writtennotice to Tenant to

(i)                 Retain any orall wiring, cables, conduits, and similar installations appurtenant theretoinstalled by Tenant in the risers of the Building ("Wiring");

(ii)               Remove any orall such Wiring.  Removal shall be at Tenant's sole cost and expense.

**2.     Mechanics' Liens:**  Other than the Landlordsobligations to provide an upfit allowances as described in Exhibit D of thisagreement.  Nothing contained herein shall be deemed or construed as anagreement by Landlord to be responsible for the costs of the construction,repair, or maintenance of any improvements to be made to the Premises by Tenanthereunder or to subject the interests of Landlord in the Premises to anymechanics' liens or liens resulting from such costs.  Tenant shall not have thepower or authority to allow any lien and will not permit any liens to be placedupon the Premises or the Building or improvements thereto during the Termhereof and resulting from any work performed, materials furnished, orobligations incurred by or at the request of Tenant, and in the case of the filingof any such lien, Tenant will promptly pay, satisfy, and remove or bond offsame.  If default in payment thereof or failure to bond off said lien shallcontinue for ten (10) days after written notice thereof from Landlord toTenant, Landlord shall have the right and privilege at Landlord's option ofpaying the same or any portion thereof without inquiry as to the validitythereof and any amounts so paid including reasonable expenses shall becomeAdditional Rent hereunder due from Tenant to Landlord and shall be repaid toLandlord immediately upon rendition of an invoice therefore, together withinterest at an annual rate equal to the prime rate as published in the WallStreet Journal plus five (5) percent, until repaid, and if not so paid withinten (10) days of the rendition of such bill, such failure to repay shallconstitute a default hereunder.

**          8.       UTILITIES AND SERVICES:**

**           a.       Landlord's Services:** Landlord shall furnish thePremises with the following:

1.             Electricity for routinelighting and the use of general office machines such as typewriters, dictatingequipment, calculators, personal computers, network servers and the like, whichuse 110 volt electric power;

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2.             Heat and air conditioning during the Tenants usual business hours(exclusive of Saturday afternoons, Sundays and Bank holidays as observed by theFederal Reserve) reasonably required for the occupation of the Premises, suchheat and air conditioning to be provided by using the existing systems in theBuilding, it being expressly understood and agreed by the parties that Landlordspecifically shall not be liable for any losses or damages of any sort incurredby Tenant due to any failure of the equipment to function properly, or while itis being repaired, or due to any governmental laws, regulations or restrictionspertaining to the furnishing or use of such heat and air conditioning.  To theextent that Tenant requires heating or air conditioning services outside theaforementioned usual business hours, Landlord shall supply same to Tenant atLandlord's actual cost, which cost shall be payable by Tenant within 10 daysafter receipt of an invoice from Landlord.

3.              Lightingreplacement for the Premises' standard lights;

4.              Toilet roomsupplies;

5.              Daily janitorservice furnished at the time and manner that janitor service is customarilyfurnished in similar Class A office buildings in Greenville, South Carolina;

6.             Water; and

7.             Sewage.

**          b.       No Liability for Interruption:**  Landlord shall not be liablefor any damages directly or indirectly resulting from, nor shall any Rentherein set forth be abated by reason of installation, use, or interruption ofuse, of any equipment in connection with the furnishing or delay in furnishingof any of the foregoing services, when such failure or delay is caused byaccident or condition beyond the reasonable control of Landlord or by themaking of necessary repairs or improvements to the Premises or to theBuilding.  The temporary failure to furnish any such services shall not beconstrued as an eviction of Tenant or relieve Tenant from the duty of observingand performing any of the provisions of this Lease. However, Landlord has aduty to provide the services described in sec. 8 of this agreement and shouldsaid interruption of services continue for more than 24 hours Tenant shall havethe right to offset rent for any items under Landlord's control.

**           9.       INDEMNITY:**

          Tenant covenants and agrees to indemnify,defend and hold Landlord harmless from any loss, cost, claim or expensewhatsoever (including reasonable attorney fees), imposed upon Landlord due to or by reason of or relating to any of thefollowing:

(a)        Any personal injury(including death) or property damage occurring on or about the Premises;

(b)        Any work or thing done on orabout the Premises by or on behalf of Tenant;

(c)        Any breach or default byTenant in fulfilling or performing any covenant or obligation under this Lease;

(d)        Any act or negligence oromission of Tenant or its employees, agents, contractors, servants, employees,customers, visitors and licensees incidentto Tenant's occupancy of the Premises or its use thereof;

Any failure to comply with anyand all applicable laws, ordinances, statutes and regulations, of anygovernmental body or subdivision, and the Rules and Regulations listed in ExhibitB hereto (as any of the same may be amended from time to time).  Upon writtennotice from Landlord, Tenant shall resist and defend, at its expense, anyaction or proceeding brought against Landlord by reason of any such claim, andby counsel reasonably satisfactory to Landlord.

          Landlord covenants and agrees to indemnify,defend and hold Tenant harmless from any loss, cost, claim or expensewhatsoever (including reasonable attorney fees), imposed upon Tenant due to or by reason of or relating to any of thefollowing:

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(a)        Any personal injury(including death) or property damage occurring on or about the Premises;

(b)        Any work or thing done on orabout the Premises by or on behalf of Tenant or Landlord;

(c)        Any breach or default byLandlord in fulfilling or performing any covenant or obligation under thisLease;

(d)        Any act or negligence oromission of Landlord or its employees, agents, contractors, servants,employees, customers, visitors and licensees incidentto Tenant's occupancy of the Premises or its use thereof;

(e)        Anyfailure to comply with any and all applicable laws, ordinances, statutes andregulations, of any governmental body or subdivision.

          Upon written notice from Tenant, Landlord shallresist and defend, at its expense, any action or proceeding brought againstTenant by reason of any such claim, and by counsel reasonably satisfactory toTenant.

**          10.      QUIET ENJOYMENT:**

          Landlord warrants and represents that it hasfull authority to execute this Lease for the Term specified above. Landlordcovenants that upon Tenant's paying the Rent and performing its obligations andcovenants, Tenant may peaceably and quietly have, hold and enjoy the Premises,subject nevertheless to the terms and conditions of this Lease.

          The Landlord shall obtain non-disturbanceagreements from all current and future lenders, ground Lessors and any otherparty holding a lien on or an interest in the project.  Such agreement shallensure that regardless of any actions or defaults by the Landlord, Tenant shallcontinue to enjoy all rights and privileges conveyed in the lease, so long asTenant is not in default.

**          11.      DAMAGE OR DESTRUCTION OF PREMISES:**

** **          If,during the Term of this Lease, the Building or Building equipment or Premisesbe destroyed by fire or any other cause whatsoever or partially destroyed so asto render the Premises wholly unfit for occupancy Landlord and Tenant withthirty (30) days from said destruction will ascertain whether or not the damagecan be repaired within one hundred eighty (180) days from the happening, and ifit is concluded that they cannot be repaired for occupancy within one hundredeighty (180) days from the happening of the loss or damage, then this Leaseshall, at either party's option, immediately terminate, by written notice, inwhich case Tenant shall surrender the Premises and interest therein and Tenantshall pay Rent only to the time of occurrence of such damage or destruction. In case of total or partial damage or destruction to the Premises, Landlord mayre-enter and repossess the same or any part thereof for the purpose of removingor repairing the loss or damage, and upon such repossession, Landlord shallimmediately proceed to repair same unless, under the foregoing provision ofthis Paragraph 11, this Lease shall have terminated. If all of the Premiseshave been thus repossessed by Landlord for the purpose of repair, Rent duringthe period of such repossession and repair shall be wholly abated beginningwith the date of said casualty and ending when the repairs are completed andthe Premises are again made available for Tenant's possession and use. If onlya portion of the Premises are thus repossessed, Rent shall be abated for suchdispossession ratably, based on the portion of the Premises thus repossessed. If fifty percent (50%) or more of the Premises are made unavailable, Tenant mayterminate the Lease, upon written notice, without further liability toLandlord; provided that if Landlord can repair the Premises within 180 daysfrom the date of damage, the Lease may not be terminated, but rent shallnevertheless abate during the period of repairs for the portion of the Premisesdamaged.

          Landlord shall not be required to rebuild,repair or replace any part of the furniture, equipment, fixtures and TenantImprovements, which may have been placed, by Tenant or other tenants within theBuilding or Premises. Notwithstanding the foregoing, in the event anymortgagee, under a deed of trust, security agreement or mortgage on theBuilding, should require that insurance proceeds be used to retire the mortgagedebt, Landlord shall have no obligation to repair or rebuild and this Leaseshall terminate at Landlord's option and upon notice to Tenant.

** **

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**          12.      EMINENT DOMAIN:**

                   1.       Taking. Landlord shall promptly notify Tenant if Landlord receives notice of theintention of any authority to appropriate, take or condemn any portion of theLeased Premises for public or quasi-public use under any right of eminentdomain condemnation, or other law (collectively a "Taking").

                   2.       VoluntaryConveyance.   Neither party to this Lease will voluntarily convey anyinterest related to this Lease to any agency, authority or public utility underthreat of a Taking in lieu of formal proceedings without first providing atleast ten (10) days prior written notice to the other of any request orintention to do so.  For the purposes of this Section 12.02, all amounts paidpursuant to any agreement with any condemning authority, which has been made insettlement of or under threat of any condemnation or other eminent domainproceeding affecting the Leased Premises shall be deemed to constitute an awardmade in such proceeding.

                   3.      Continuationof Lease.

                             (a)      Ifall of the Leased Premises (or if less than all of the Leased Premises, but theremaining portion cannot be feasibly operated as then used or intended to beused) shall be acquired by a Taking, then the term of this Lease shall ceaseand terminate as of the date title to the subject property shall vest in theauthority appropriating the property and all Rent due Landlord shall be paid upto that date.  Notwithstanding the foregoing, in the event the Leased Premisesare subject to a Sublease by Tenant which remains in full force and effectafter the Taking, the within Lease will remain in full force and effect andTenant shall continue to be obligated under the terms of this Lease. 

                             (b)      Inthe event of a condemnation of a portion of the Leased Premises which takesless than all of the Leased Premises and the remaining portion can be feasiblyoperated as then used or intended to be used, then Tenant shall promptlyrestore the Leased Premises to an architectural whole and this Lease shallcontinue in full force and effect, provided, however, that Tenant shall have noobligation to rebuild any buildings on the Leased Premises if such Takingshould occur later than twenty (20) years from the commencement date of thisLease.

                   4.       Awardfor Taking.  Landlord and Tenant each covenant and agree to seek separateawards in all such condemnation proceedings and to use their respective bestefforts to see that separate awards are made at all stages of all proceedings. Landlord and Tenant agree that Landlord shall receive as damages the fairmarket value of any of the real estate taken by such proceeding and Tenantshall receive the value of the Improvements taken and other damages done to itas a result of its occupancy of the Leased Premises.  If the Order or Decree inany condemnation or similar proceeding shall fail to separately state theamount to be awarded to Landlord and Tenant by way of compensation and damagesshall be equitably apportioned between Landlord and Tenant as provided forhereinabove.

              5.       Abatement of Rent.  Ifthere is a Taking of the Leased Premises and the Lease does not terminate, theMinimum Rent will be reduced by that proportion which the number of square feetof the Leased Premises of which Tenant is thereby deprived bears to the totalsquare feet encompassed within the entire Leased Premises immediately prior tosuch Taking.

**          13.      DEFAULT:**

          Landlord,at its election, may exercise any one or more of the optional remedies referredto below upon the happening or at any time after the happening of any one ormore of the following incidents of default.  The exercise of any of thefollowing remedies shall not be deemed to preclude the exercise of any othersherein listed or otherwise provided by law at the same time or at later timesor actions.

**          a.       Incidents of Default:**

1.            Tenant'sfailure to pay the Rent (which includes Base Rent and Additional Rent) or anyother sums payable hereunder on or before the date said payments are due.

2.            Tenant'sfailure to timely observe, keep or perform any of the other terms, covenants,agreements or conditions of this Lease or in the Rules and Regulations for aperiod of ten (10) business days after written notice by Landlord.

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3.           Theinvoluntary filing of bankruptcy proceedings against and concerning Tenant;provided, however, Tenant shall be entitled to sixty (60) days from filingwithin which to procure termination of said proceedings and thereby avoid anydefault under this Lease.

4.            Tenantmaking an assignment for the benefit of creditors.

5.            Areceiver or trustee being appointed for Tenant of a substantial portion ofTenant's assets; provided, however, Tenant shall be entitled to thirty (30)days from appointment within which to procure termination of said proceedingsand thereby avoid any default under this Lease.

6.            Tenant'svoluntary petitioning for relief under, or otherwise seeking the benefit of,any bankruptcy, reorganization arrangement or insolvency law.

7.            Tenant'svacating or abandoning the Premises or attempting to mortgage or pledge itsinterest hereunder.

8.            Tenant'sinterest under this Lease being sold under execution or other legal process; or

9.            Tenant'sinterest under this Lease being assigned or sublet except as provided forherein.

** **

**          b.       Landlord's Remedies:**

                   In the event of default underParagraph 13a, Landlord may:

1.            TerminateTenant's right to possession under the Lease and reenter and retake possessionof the Premises, and Landlord shall relet or, using commercially reasonableefforts, attempt to relet the Premises on behalf of Tenant at such rent andunder such terms and conditions as Landlord may deem best under thecircumstances for the purpose of reducing Tenant's liability.  Landlord shallnot be deemed to have thereby accepted a surrender of the Premises, and Tenantshall remain liable for all Rent, Additional Rent or other sums due under thisLease and for all actual and reasonable damages suffered by Landlord because ofTenant's breach of any of the covenants of the Lease.

2.            Declarethis Lease to be terminated, ended and null and void, and re-enter upon andretake possession of the Premises whereupon all right, title and interest ofthe Tenant in the Premises shall end.

3.            Declarethe Tenant to be in default under the terms of this Lease and pursue all rightsand remedies, at law or in equity (including loss of rents resulting from suchdefault) in accordance with the terms of this Lease.

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          No re-entry or retaking possession of thePremises by Landlord shall be construed as an election on its part to terminatethis Lease, unless a written notice of such intention is given to Tenant.  Norshall pursuit of any remedy herein provided constitute a forfeiture or waiverof any other remedy available to Landlord hereunder or any Rent due to Landlordhereunder or of any damages accruing to Landlord by reason of the violations ofany of the terms, provisions and covenants herein contained. Nor shallLandlord's pursuit of any one or more of the remedies stated herein precludeLandlord's pursuit of any other remedy provided for or allowed by law or inequity, separately, concurrently or in combination therewith. Landlord'sacceptance of Rent or Additional Rent following any event of default hereundershall not be construed as Landlord's waiver of such event of default.  Noforbearance by Landlord of action upon any violation or breach of any of theterms, provisions and covenants herein contained shall be deemed or construedto constitute a waiver of the terms, provisions, or covenants hereincontained.  Forbearance by Landlord to enforce one or more of the remediesherein provided upon an event of default shall not be deemed or construed toconstitute a waiver of any other violation or default.  Legal actions torecover for loss or damage that Landlord suffers by reason of termination ofthis Lease or the deficiency from any reletting as provided for above shallinclude the reasonable expense of repossession and any repairs undertaken byLandlord following repossession.  Time is of the essence of this Lease.  Anyreference in this Lease to "days" shall mean calendar days.

**          14.      ATTORNEYS'FEES AND LITIGATION:**

          In the event it becomes necessary for Landlordto institute legal proceedings against Tenant for breach of any of thecovenants or conditions, or to enforce any remedy for any incident of default,the Tenant agrees to pay all reasonable costs, charges and expenses, includingfees of attorneys, agents, and others retained or employed by Landlord inenforcing the obligations and undertakings of Tenant, and all reasonable costs,charges, and expenses incurred in any related lawsuit, negotiation, or transaction.

**          15.      LANDLORD'S LIEN:**

          To secure the payment of all Rent due and tobecome due hereunder and the faithful performance of all of the other covenantsof this Lease required to be performed by Tenant, Tenant hereby gives toLandlord an express contract lien on and security interest in all property,chattels or merchandise owned by Tenant which may be placed on the Premises andalso upon all proceeds of any insurance which may accrue to Tenant by reason ofdamage to or destruction of any such property, chattels or merchandise.  Allexemption laws are hereby waived by Tenant.  This lien and security interest isgiven in addition to the Landlord's statutory liens and shall be cumulativethereto.  This lien and security interest may be foreclosed with or withoutcourt proceedings, by public or private sale, upon not less than fifteen (15)days prior notice, and Landlord shall have the right to become purchaser uponbeing the highest bidder at such sale. 

**          16.      SUBORDINATION:**

          Inconsideration of the execution of this Lease by Landlord, Tenant accepts thisLease subject to any lien of any mortgage (and each renewal, modification,consolidation, replacement or extension thereof) or any other method offinancing or refinancing which might now or hereafter constitute a lien uponthe Building or improvements therein or on the Premises (or the land upon whichthe Premises are situate) and to any zoning ordinances and other building andfire ordinances and governmental regulations relative to the use of theproperty.  Although no instrument or act on the part of Tenant shall benecessary to effectuate such subordination, within ten (10) business daysfollowing written request by Landlord, the Tenant shall subordinate its rightshereunder to any lien now or hereafter imposed upon or enforced against thePremises or any part thereof, and to advances thereafter to be made upon thesecurity thereof, by executing and delivering to the Landlord a suitablewritten document substantially in the form(s) prescribed by Landlord's Lender.Further, Tenant shall and hereby does agree to attorn to any such lien-holder;provided, however, that the lien-holder shall also enter into and execute suchform of written agreement that is acceptable to each of the Landlord, Tenantand such lien-holder. As a minimum, said agreement shall contain lienholdercovenants not to disturb Tenant's possession and use hereunder so long asTenant is in compliance with this Lease.

          **17.      SECURITY DEPOSIT:**  Intentionally left blank

**          18.     ****FORCE MAJEURE:**

** **          Whenevera period of time is herein prescribed or obligation imposed for action to betaken by a party hereto, such party shall not be liable or responsible for, andthere shall be excluded from the computation for any such period of time, anydelays due to strikes, riots, acts of God, shortages of labor or materials,theft, fire, public enemy, insurrection, court order, requisition of othergovernmental body or authority, war, governmental laws, regulations orrestrictions, or any other causes of any kind whatsoever which are beyond thecontrol of such party.

         **19.      SEVERABILITYAND JOINT AND SEVERAL LIABILITY:**

** **           The invalidity or unenforceability of any provision hereof shall not affect orimpair any other provision.  Where a party hereunder consists of more thanone party, the obligations of each such party will be joint and severalhereunder.

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**20.   RENT A SEPARATE COVENANT:**

Tenant shall not for any reason withhold or reduce anyrequired payments of Rent or other charges provide in this Lease, it beingagreed that Landlord's obligations hereunder are independent of Tenant's obligations.

**           21.      RELOCATION:**  Intentionally left blank

**           22.      CERTIFICATE OFTENANT'S AUTHORITY:**

          If Tenant is an entity other than anindividual, the officer, agent or other person signing this Lease warrants andcertifies to Landlord that the Tenant is in good standing and authorized toconduct business in the State of South Carolina. The undersigned officer, agentor other person signing the Lease on behalf of Tenant hereby further warrantsand certifies to Landlord that he or she is fully authorized and empowered tobind the Tenant to the terms of this Lease by his or her signature hereto. 

**          23.      ABSENCE OF OPTION:**

          The submission of this Lease for examinationdoes not constitute a reservation of or option for the Premises and this Leasebecomes effective only upon execution and delivery thereof by Landlord.

**          24.      BROKERAGE COMMISSION:**

          Tenant warrants that (except as provided below)there are no claims for broker's commission or finder's fees claiming throughTenant in connection with its execution of this Lease and agrees to indemnify,defend and save Landlord harmless from any liability which may arise from suchclaim, including attorney's fees.

          The parties agree that Coldwell Banker CommercialCaine represents the Landlord in this transaction and Cothran Properties, LLCrepresents the Tenant.  As evidenced by a separateagreement.

**          25.      SPECIAL PROVISIONS**

          Any special provisions required under thisLease shall be included on Exhibit E and shall be signed by both parties to this Lease.

**           26.      AMENDMENTS:**

          This Lease contains the entire agreementbetween the parties hereto and may not be altered, changed or amended, exceptby instrument in writing signed by both parties hereto.  No provision in thisLease shall be deemed to have been waived by either party hereto unless suchwaiver be in writing signed by such party and addressed to the other party, norshall any custom or practice which may grow up between the parties in theadministration of the provisions hereof be construed to waive or lessen theright of either party to insist upon the performance by the other party instrict accordance with the terms thereof.  The Lease shall apply to, inure tothe benefit of, and be binding upon the parties hereto, and upon theirrespective successors in interest and legal representatives, except asotherwise herein expressly provided.

**       **

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T AND LIMITATIONS ON LIABILITY

          Incase Landlord or any successor to Landlord's interest in the Premises shallconvey or otherwise dispose of the Building or Premises; all liabilities andobligations on the part of such Landlord or its successors as Landlord underthis Lease accruing after such conveyance or disposal shall terminate upon suchconveyance or disposal, and thereupon all such liabilities and obligationsshall be binding upon any such new owner of Landlord's interest in thePremises.  Neither the Landlord nor any of its officers, directors,stockholders, members, managers or partners have any personal liability inconnection with the performance or failure of performance of any of thecovenants, conditions or provisions of this Lease to be performed by saidLandlord; and the Tenant agrees to look solely to the Landlord's interest inthe Premises and in this Lease for the recovery of any damages sustained byreason of such performance or failure to perform.

**          28.      ESTOPPEL CERTIFICATE:**

At any time and from time to time, Tenant agrees thatwithin ten (10) business days after receiving a written request from Landlord,to execute and deliver to Landlord, for the benefit of such persons as Landlordnames in such request, a statement certifying to such of the followinginformation as Landlord shall request: (a) that this Lease constitutes theentire agreement between Landlord and Tenant and is unmodified and in fullforce and effect (or if there have been modifications, that the same is in fullforce and effect as modified and stating the modifications); (b) the dates towhich all Rents and other charges hereunder have been paid; (c) that thePremises have been completed on or before the date of such letter and that allconditions precedent to the Lease taking effect have been carried out; (d) thatTenant has accepted possession, that the Lease Term has commenced, that Tenantis occupying the Premises, that Tenant knows of no default under the Lease byLandlord and that there are no defaults or offsets which Tenant has againstenforcement of this Lease by Landlord; and (e) the actual Commencement Date ofthe Lease and Termination Date of the Lease, provided such facts are true andascertainable.** **

**29.   ENFORCEMENT OF TERMS:**

No act or thing done or omittedto be done by Landlord or Landlord's agents during the Term of this Lease,which is necessary to enforce the terms of this Lease, or the Rules andRegulations, shall constitute an eviction by Landlord nor shall it be deemed anacceptance or surrender of said Premises, and no agreement to accept suchsurrender shall be valid unless in writing signed by Landlord.  No employee ofLandlord or Landlord's agent shall have any power to accept the keys of saidPremises prior to the termination of the Lease.  The delivery of keys to anyemployee of Landlord or Landlord's agents shall not operate as a termination ofthe Lease or a surrender of the Premises, without a written statement fromLandlord to the contrary.** **

**          30.      INSURANCE:**

          Tenant shall, at Tenant's expense, fully insureTenants Property and fixtures located in the Premises against fire and othercasualty. Also at its own expense, Tenant shall obtain and maintain for themutual benefit of Landlord, Landlord's managing agent (presently Caine Company)and Tenant, Commercial General Liability Insurance (current ISO form or itsequivalent) with a combined single limit, each Occurrence and GeneralAggregate-per location of at least Two Million Dollars ($2,000,000.00), whichpolicy shall insure against any liability relating to ownership, use, occupancyor maintenance of the Premises and all areas appurtenant thereto, includingcontractual liability and which shall insure the indemnity provisions containedherein.  If, during the Term of this Lease, higher limits of insurance thanthose mentioned above are appropriate, customary, and generally required forlike premises utilized for similar uses, Tenant shall procure such increasedlimits of insurance. Tenant shall cause Landlord to be named as an additionalinsured under such policies and shall, prior to the Commencement Date, furnishLandlord with certificates of insurance with loss payable clauses satisfactoryto Landlord.  The limit of said insurance shall not, however, limit theliability of Tenant hereunder. Tenant may carry said insurance under a blanketpolicy, provided, however, Landlord and additional insureds shall be named asinsureds there under, as their interests may appear; and provided, further,that coverage afforded shall not be reduced or diminished by reason of the useof such "blanket policy" and must be at least equal to the coverage which wouldbe provided under a separate policy covering only the leased Premises.  IfTenant shall fail to procure and maintain reasonable insurance, Landlord may,upon 10 days prior written notice, but shall not be required to, procure andmaintain same, but at the expense of Tenant.  No such policy shall becancelable or subject to reduction of coverage except after thirty (30) daysprior written notice to Landlord.  As used in this Paragraph 30, the term"Landlord" shall be deemed to include any agent, employee, or servant ofLandlord or third party operator and owner of the Building.  All policies ofinsurance obtained by Tenant in accordance with this Paragraph 30 shall bewritten as primary, and not contributing with or in excess of the coverage carriedby Landlord or additional insureds, their agents, servants, and employees.

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          Landlord shall maintain, as part of itsOperating Expense, insurance on the Building, Premises and Landlords Propertyin the Premises against loss or damage by fire and other risks embraced by theso-called "Broad Extended Coverage Endorsement" in amounts at all timessufficient to prevent Landlord or Tenant from becoming a co-insurer under theapplicable policies but, in any event, in an amount not less than 100 percentof the full actual replacement value.  Likewise, Landlord shall maintainLandlord's risk public liability insurance with single limits of at least$1,000,000 and rental insurance against loss of rental under a rental valueinsurance policy covering the risk of loss due to the occurrence of any hazardsinsured against under Tenant's Fire and Extended insurance on the Building, inan amount sufficient to prevent Landlord from becoming a co-insurer, but in anyevent in an amount sufficient to pay the rent for one year payable under thisLease.

**           31.      MISCELLANEOUS:**

**          a**.       Upon request of either party, the other partyshall execute a memorandum of lease substantially in the form attached heretoas Exhibit I and acceptable for purposes of recordation with the office of theRegister of Deeds for Greenville County, South Carolina.

**          b**.       This Lease and the interpretation thereof shallbe governed by and construed in accordance with the laws of the State of South Carolina without regard for the conflicts of law principles thereof.

The captions appearing in theLease or within the Paragraph number designations are for convenience only anddo not in any way limit or amplify the terms and provisions of this Lease.

"Rentable" and "Useable Area"measurements for the Building or Premises referred to in this Lease or anyAttachment hereto shall be measured in accordance with the "Standard Method forMeasuring Floor Area in Office Buildings", also known as ANSI/BOMA 1996Standards, as approved by the American National Standards Institute, Inc. andpublished by the Building Owners and Managers Association International.

** **                Notwithstanding any referencecontained herein to Verdae Technology Park, Landlord shall be under noobligation to further develop or construct any other improvements on anyproperty of Landlord except as may be expressly agreedto herein.

**           32.      NOTICE:**

          Any notice or document required or permitted tobe delivered hereunder shall be deemed to be delivered or given when (a)actually received or (b) signed for or "refused" as indicated on thepostal service return receipt.  Delivery may be by personal delivery or byUnited States Mail, postage prepaid, certified or registered mail, addressed tothe parties hereto at the respective addresses set out opposite their names below,or at such other address as they hereafter specify by written notice deliveredin accordance herewith:

**LANDLORD:                                      **Verdae Properties, LLC

ATTN:  Ms. PauletteMurphy

24 Verdae Boulevard,  Suite 105

Post Office Box 516  

Greenville, SC  29602       

** **

**  With Copies to:               **                   Coldwell Banker Commercial Caine

ATTN:  PropertyManagement

200 East Broad  Street, Suite 200

PO Box 1908

Greenville, SC 29602

 

**TENANT:                       **                      Greenville First Bank, N. A,

ATTN:

100 Verdae Boulevard,  Suite 1100

Greenville, SC 29602

 

**With Copies to:                                  **Bannister & Wyatt

                                                               ATTN: John Wyatt

                                                               401 Pettigru Street

                                                               Greenville, SC 29603

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          **IN WITNESS WHEREOF**, the undersigned,upon due authority, have hereunto executed this Lease as of the date firstabove written.

 

SIGNED,SEALED AND DELIVERED            TENANT:

IN THE PRESENCE OF:                               **GreenvilleFirst Bank, N. A.**

 

    /s/EB Kish                                       By:   /s/ R. Arthur Seaver              

                                                                           R. Arthur Seaver, Jr.

Witness

 

  /s/AnnHaselwood                           Its:     President                                 

Witness

 

SIGNED, SEALED AND DELIVERED             LANDLORD:

IN THE PRESENCE OF:**                                VERDAEPROPERTIES, LLC**

 

    /s/Christi L. Hendrix                                By:   /s/Paulette Murphy                

                                                                                    Paulette Murphy

Witness

 

   /s/W. Edward Dorhany                              Its:      President                                 

Witness

** **

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**EXHIBIT A**

** **

**LEGAL DESCRIPTION**

(Real Property on which the Building is situated)

          Allthat piece, parcel or lot of land lying and being situate in Greenville County,State of South Carolina fronting on southern side of Verdae Boulevard andconsisting of 1.581 acres, more or less, as depicted on a plat of surveyprepared by Freeland & Associates, Inc. dated November 9, 2000 and lastrevised May 3, 2001 which plat of survey is entitled "Boundary Survey forVerdae Properties, Inc.," and identified on such plat as "Tract 2," the metesand bounds of which are disclosed by reference to said survey, to wit:

BEGINNING at an iron pin in the eastern-mostintersection of Verdae Boulevard and Bonaventure Drive, on the western side ofBonaventure Drive, and proceeding with such intersection S 56-12-58 E, 161.22feet to an iron pin on the western side of Bonaventure Drive; thence runningwith the said western side of Bonaventure Drive S 09-43-50 E, 97.09 feet to aniron pin; thence continuing to follow the western side of Bonaventure Drivealong a curve running S 11-07-20 E, 25.60 feet with of radius 540 feet andchord length 25.60 feet to an iron pin at the eastern joint corner of thisTract 2 and property now or formerly of Verdae Properties, Inc. and identifiedon such plat of survey as "Tract 3A,"; thence turning and running with theboundary of Tract 3A, S 78-46-02 W, 315.65 feet to a nail at western jointcorner of this Tract 2 and Tract 3A; thence turning and running with theboundary of property now or formerly of Verdae Properties, Inc. and identifiedon such plat of survey as "Tract 1" or the "RMT Building Site," N 11-30-02 W,251.65 feet to an iron pin at the joint northern-most corner of this Tract 2and Tract 1; thence turning and following an irregular line along the frontageof Verdae Boulevard N 78-21-48 E, 5.37 feet to an iron pin; thence S 11-33-56E, 15.00 feet to an iron pin; thence N 78-46-04 E, 200 feet to the point of thebeginning.

** **

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**FLOOR GRID**

** **

(attach) 

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**EXHIBIT B**

** **

**RULES AND REGULATIONS**

**(as amended 9/23/2002)**

          The following Rules and Regulations have beenadopted by the Landlord for the care, protection and benefit of the Premisesand the Building and for the general comfort and welfare of all tenants.

          1.       The sidewalks, entrances, passages,halls, elevators and stairways shall not be obstructed by Tenant or used byTenant for any purpose other than for ingress and egress to and from theBuilding and Tenant's Premises.

          2.       Restroom facilities, water fountains,and other water apparatus shall not be used for any purpose other than thosefor which they were constructed.

          3.       Landlord reserves the right todesignate the time when freight, furniture, goods, merchandise and otherarticles may be brought into, moved or taken from the Premises or the Building.

          4.       Tenant shall not put additional locksor latches upon any door without the written consent of Landlord.  Any and alllocks so added on any door shall remain for the benefit of Landlord, and keysto such locks shall be delivered to Landlord by and from Tenant.

          5.       Landlord shall furnish parkingfacilities near the Building for use by Tenant, Tenant's employees, agents,guests, or invitees, but Landlord does not guarantee the availability ofparking spaces.  Landlord shall not be liable for injuries, damage, theft, orother loss, to persons or property that may occur upon or near said parkingareas.  The driveways, entrances, and exits upon, into and from such parkingareas shall not be obstructed by Tenant, its agents, servants, employees, independentcontractors, licensees, customers, visitors, or invitees; provided, however,Landlord shall not be responsible or liable for failure of any person toobserve this rule.  Tenant, its employees, agents, guests and/or invitees shallnot park in space(s) reserved for others.

          6.       Tenant shall not install in thePremises any heavyweight equipment or fixtures or permit any excessive weightin any portion thereof without first having obtained Landlord's writtenconsent.

          7.       Landlord reserves the right at alltimes to exclude newsboys, loiterers, vendors, solicitors, and peddlers fromthe Building and to require registration or satisfactory identification orcredentials from all persons seeking access to any part of the Building outsideordinary business hours.  Landlord will exercise its best judgment in theexecution of such control but not be liable for the granting or refusal of suchaccess.

          8.       Landlord reserves the right at alltimes to exclude the general public from the Building upon such days and at suchhours as in Landlord's sole judgment will be in the best interest of theBuilding and its tenants.

          9.       No wires of any kind or type(including but not limited to TV and radio antennas) shall be attached to theoutside of the Building and no wires shall be run or installed in any part ofthe Building without Landlord's prior written consent.

        10.       Landlord shall furnish two(2) door keys to the Premises and/or Building, which shall be surrendered ontermination of the Lease.  Landlord reserves the right to require a deposit forsuch keys to insure their return at the termination of the Lease.  Tenant shallget keys only from Landlord and shall not obtain duplicate keys from anyoutside source.  Further, Tenant shall not alter the locks or effect any substitutionof such locks as are presently being used in the Premises or the Building.

        11.       Landlord will provide general securitymeasures to restrict access to the Building after hours.  Tenant will beresponsible for any desired further security measures as may be deemednecessary by Tenant in its own Premises; provided that any such furthermeasures are approved by the Landlord in writing in advance.

         12.       Smoking is prohibited in theBuilding.  Smoking is also prohibited in or upon any of the common areasdepicted as crosshatched on the drawing attached hereto and made a part hereofby this reference.

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**EXHIBIT C**

** SCHEDULE OF BASE RENT**

** **

1.     **BASE RENT**.  The initial Base Rentpayable in accordance with the terms of this Lease is $18.00 per annum perRentable Square Foot. 

2.     **BASE RENT ESCALATION**.  Base Rent shallbe subject to escalation at the rate of 2% per annum, which escalation shallbegin on the second anniversary of the Commencement Date.  

OccupiedPremises:

| **Months** | **Operating Expense per Month**       |
|------------|---------------------------------------|
| 1 thru 5   | $10,834.91 per month.47 PSF per month |
|            |                                       |
|       |                                  |
| **YEARS**  | **ANNUAL BASE RENT**                  |
| 1          | $414,495                              |
| 2          | $423,253                              |
| 3          | $431,718                              |
| 4          | $440,353                              |
| 5          | $449,160                              |

Beginningwith the sixty sixth (66th) full month of the lease the per annumincrease will be the greater of the average of the CPI for the previous five(5) years or 1%. In no event will the increase be less than 1%.

UnoccupiedPremises:

Boththe Landlord and Tenant agree to leave a portion of the first floor unfinishedfor the Tenants future expansion Unoccupied Premises. The Landlord agrees tothe following reductions in the base rent on the unfinished space as shownbelow. The base rent less: the cost of the total tenant improvement allowance($32.50/USF) for the space remaining unfinished, amortized at ten percent (10%)interest rate over the Base Term of the lease plus an applicable reduction inthe operating expenses for services not provided to the unfinished space. 

| **Months** | **Operating Expense per Month**      |
|------------|--------------------------------------|
| 1-5        | $1,401.03 per month.27 PSF per month |
|            |                                      |
|       |                                 |
| **YEARS**  | **ANNUAL BASE RENT**                 |
| 1          | $57,072                              |
| 2          | $58,213                              |
| 3          | $59,378                              |
| 4          | $60,565                              |
| 5          | $61,777                              |

Beginningwith the sixty sixth (66th) full month of the lease the per annumincrease will be the greater of the average of the CPI for the previous five(5) years or 1%. In no event will the increase be less than 1%.

Buildout and occupancy of the unoccupied Premises: 

----

BothLandlord and Tenant have agreed to the rent as shown above on the unoccupiedportion of the leased premises.  Starting five (5) months from the CommencementDate the Upfit Allowance of Thirty Two dollars and 50/100 ($32.50) per Usablesquare feet provided herein for the Unoccupied Premises shall be reduced dailyby amortizing the upfit allowance at ten percent (10%) interest over a ten yearperiod so long as the Unoccupied Premises remain unoccupied.  At such time, theTenant wishes to complete and occupy the Unoccupied Premises Tenant shallnotify the Landlord in writing of its intentions and as of the date of suchnotice the amortization of the original allowance of Thirty Two dollars and50/100 ($32.50) per Usable square feet shall cease and the balance of theunamortized portion of the original upfit allowance ($32.50/USF) shall beprovided to the Tenant for its upfit.  Once the Tenants work is complete, asevidenced by a certificate of occupancy from the appropriate governmentalagency, Tenant will begin paying the same then current gross per square footrental rate and have the same base year for Operating Expenses pass through onthe previously Unoccupied Premises as the Tenant is currently paying on theoriginal Occupied Premises.  All previous rental schedules for the unupfittedUnoccupied Premises shall terminate.

3.     **FIRSTRENEWAL OPTION**:  Should Tenant electto exercise its First Renewal Option then beginningwith the one hundred twenty sixth (126th) full month of the leasethe per annum increase over the previous lease years annual rental rate will bethe greater of the average of the CPI for the previous five (5) years or 1%. Inno event will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses"shall be reset to be the actual expenses of the first calendar year of therenewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

4.     **SECONDRENEWAL OPTION**:  Should Tenant electto exercise its Second Renewal Option then beginningwith the one hundred sixty sixth (166th) full month of the lease theper annum increase over the previous lease years annual rental rate will be thegreater of the average of the CPI for the previous five (5) years or 1%. In noevent will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses"shall be reset to be the actual expenses of the first calendar year of therenewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

5.     **THIRDRENEWAL OPTION**:  Should Tenant electto exercise its Third Renewal Option then beginningwith the two hundred twenty sixth (226th) full month of the leasethe per annum increase over the previous lease years annual rental rate will bethe greater of the average of the CPI for the previous five (5) years or 1%. Inno event will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses"shall be reset to be the actual expenses of the first calendar year of therenewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

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**EXHIBIT D **

**TENANT WORKLETTER**

** **

The purpose of this Addendum is to set forth therights and obligations of Landlord and Tenant with respect to space planning,engineering, final workshop drawings, and the construction and installation ofany improvements to be made to the Premises prior to the Commencement Date (the"Tenant Improvements").  This Addendum contemplates that theperformance of this work will proceed in four stages ‐in accordance withthe following schedule: (i) preparation of space plan; (ii) final design andengineering and preparation of final plans and working drawings; (iii)preparation by the Contractor of an estimate of the actual cost of initialTenant Improvements; (iv) submission and approval of plans by appropriategovernmental authorities and construction and installation of the TenantImprovements by the Commencement Date.

Tenant has expressed the desire to control thecompletion of all Tenant improvements.  Landlord agrees to this.  It isimperative that both Tenant and Landlord coordinate certain constructionactivities within the Premises to ensure orderly and timely performance bycontractors retained by Landlord and those retained by Tenant.  Both Landlordand Tenant agree to work in good faith to ensure proper and timely completionof all construction activities.

In consideration of the mutual covenants hereinaftercontained, Landlord and Tenant do mutually agree to the following:

1.     **Space Planning, Design and WorkingDrawings**.  Tenant shall provide and designate architects who will dothe following at Tenant's reasonable expense, which expense shall be deductedfrom the Allowance (hereinafter defined).

a.     Attend a reasonable number of meetings withTenant and Landlord's agent to define Tenant requirements.  Tenant shallprovide one complete space plan prepared by the architect in order to obtainLandlord's approval.  Landlord shall approve said space plans in writing withinfive (5) days after the receipt thereof.

b.     Complete construction drawings for Tenant'spartition layout, reflected ceiling grid, telephone and electrical outlets,keying, and finish schedule (subject to the limitations expressed in Paragraph2 below).

All plans and working drawings for the constructionand completion of Tenant's Premises, shall be subject to Landlord's priorwritten approval. Any material changes or modifications visible from outsidethe Premises or involving the Base Building Mechanical or structural systems. Tenant desires to make to such plans or working drawings shall also be subjectto Landlord's prior approval.  Landlord agrees that it approve or disapprovesuch plans within thirty (30) days of receipt of the plans and working drawingsfor the construction of Tenant's Premises, or of any changes or modificationsthereof; provided, however, the Landlord shall have sole and absolutediscretion to approve or disapprove any improvements that will be visible fromthe exterior of the Premises, or which may affect the structural integrity ofthe Building.  Any approval of such plans and working drawings by Landlordshall not constitute approval of any delays caused by Tenant and shall not bedeemed a waiver of any rights or remedies that may arise as a result of suchdelays.  Landlord may condition its approval of plans and working drawings uponextension of the Commencement Date of the Lease if such plans and drawings varyin design or materials for the Building in which the Premises are located andmay condition its approval on Tenant payment in advance for such improvementsthat are estimated to cost more than the Allowance.

2                     **Allowance and AdditionalAllowance**.

a.     **Allowance**:  Landlord agrees, at it solecost and expense to provide an allowance of up to Thirty two Dollars and 50/100($32.50) per square foot of Useable Area in the Premises, to design, engineer,install, supply and otherwise to construct the Tenant Improvements in the Premisesthat will become a part of the "Building (the "Allowance").

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b.     **Additional Allowance**:  Landlord andTenant may, in writing, mutually agree to increase the Tenants Allowance inorder for the Tenant to more expeditiously complete a portion of the Landlordswork described in Exhibit I.  . Further, Landlord will at Tenants writtenrequest amortize up to an additional $5.00 per useable square foot over theBase Term of the lease at seven percent (7%) interest. Any unused Allowanceshall be, at Tenants sole option, be credited to the rent or paid to the Tenantin cash within 10 business days of such written request.

c.     **Payment**:  Landlord agrees to pay Tenant,within twenty (20) days after being billed therefor, all costs and expensesincurred in completing the Tenant Improvements up to the amount of theAllowance and Additional Allowance, provided such billing is delivered toLandlord on or before the first day of any calendar month.  Such costs andexpenses shall include all amounts charged by Tenant's contractor forperforming such work and providing such materials (including the contractor'sgeneral conditions, overhead and profit).  If unpaid within twenty (20) daysafter receipt of an invoice the outstanding balance shall accrue interest at anannual rate equal to the prime rate published in the "Money Rates" Section ofThe Wall Street Journal plus five percent until paid in full.

3.     **Signage and Keying**.  Door and/ordirectory signage and suite keying in accordance with Building standard shallbe provided and installed by the Landlord and deducted from the Allowance. Building Signage to be at Tenant's sole cost and expense.

4.     **Work and Materials at Tenant's Expense**.

a.     Prior to commencing and providing any such workor materials to the Premises, Tenant shall select a contractor or contractors(the "Contractor") to construct and install the Tenant Improvements.

b.     Tenant is fully responsible for the payment ofall costs in connection with the Tenant Improvements over the Allowance andAdditional Allowances stated above.  At Tenant's election, Tenant may directlymake payment for such property (subject to a credit to be paid by Landlord upto the maximum allowance.

5.     **Tenant Plan Delivery Date**.

a.     Tenant covenants and agrees that Tenant shallbe solely responsible for the timely completion of plans and drawings and it ishereby understood time is of the essence.

b.     Tenant covenants and agrees to deliver toLandlord plans and working drawings By October 15, 2005 (the "Tenant PlanDelivery Date").  Landlord will approve or disapprove said plans by notice setforth herein below by November 15, 2005.  It is vital that the plans andworking drawings be approved by the Landlord by November 15, 2005 in order toallow Tenant sufficient time to review Landlords comments on the plans andworking drawings, to discuss with Landlord any changes therein which Tenantbelieves to be necessary or desirable, to enable the Contractor to prepare anestimate of the cost of initial Tenant Improvements, and to substantially completeTenant's Premises within the time frame provided in the Lease.  Failure ofTenant to receive any disapproval by November 15, 2005 shall be deemed anacceptance of said plans and working drawings as presented.

6.     **Access During Construction**. During construction of the Tenant Improvements in the Premises, Tenant shall bepermitted reasonable access to the Premises, 

         

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**EXHIBIT E**

**SPECIAL PROVISIONS**

** **

The following special provisionsshall be appended to and become a part of the Lease by and between VerdaeProperties, LLC ("Landlord") and Greenville First Bank, N. A. ("Tenant").  Insofar as the following stipulations, supplement orconflict with any of the foregoing provisions of the Lease, the followingprovisions shall control.

1.              Tenantshall be accorded the right to erect two (2) signs on the parapet wall atopBonaventure I giving Tenant's name and logo.  Final sign design and locationshall be subject to Landlord's approval, such approval shall not be undulydelayed. Tenant has the right to illuminate this sign and the right to installand Maintain wiring to the sign from the nearest electrical closet.

2.              Tenant,by separate Ground Lease Agreement at a rental rate of $1.00 per annum, shallbe accorded the right to erect, at Tenant's sole cost and expense a drive-inbanking facility including such Automatic Teller Machines as Tenant findscurrent in the Banking industry.  Tenant shall have the right to install bothdirectional sign to the drive through and signage on the drive through.  Tenanthas the right to illuminate said signage and the right to install and maintainwiring to the signs from the nearest source of electrical power.  Any Tenantsignage must be approved by Landlord.  Tenant acknowledges that no signage willbe allowed on Verdae Boulevard or Bonaventure Drive.

3.              Theparking area used in construction of this facility shall be deducted from theparking spaces allocated to Tenant as provided herein.

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**EXHIBIT F**

Seeattached Site Plan                                         

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 **EXHIBIT G**

** **(form of )**CONFIRMATION OFLEASE TERM AGREEMENT**

         THIS AGREEMENT, made as of this                 dayof                                       , 2005, between VerdaeProperties, LLC, a South Carolina limited liability company (hereinafter called"Landlord"), and                                                                     (hereinaftercalled "Tenant").

**RECITALS**

          **WHEREAS,**by a certain lease (hereinafter called the "Lease"), dated this     dayof                                                , 2005, Landlordleased to Tenant a portion of the real property described in Exhibit "A"annexed hereto and made a part hereof, a memorandum or short form of whichLease was recorded in the office of                                                   indeed book            at page         , on this            dayof                             , 2005.

        **And**;

**         WHEREAS,** Tenant is now in possession ofthe premises demised under the Lease; and

          **WHEREAS,** under the terms of the Lease,Landlord and Tenant agreed to execute, acknowledge and deliver to each other anagreement setting forth the Commencement Date (as defined in the Lease), thedate of expiration of the initial term of the Lease and the commencement datesof any Renewal Options (as defined in the Lease);

          **NOW THEREFORE,** Landlord and Tenantagree as follows:

1.       The Commencement Date                              

2.       The date of the expiration of the initial termof the Lease shall be                                    

3.        The CommencementDate of the first Renewal Option shall be the               day of                                             ,2005

           The first Renewal Option shall expire on the               dayof                                . 2005

4.        The Commencement Date of the second RenewalOption shall be the        day of                                              ,2005

           The second Renewal Option shallexpire on the        day of                        , 2005

5.        The CommencementDate of the third Renewal Option shall be the                 day of

                                                ,2005

       

            The third Renewal Option shallexpire on the              day of                                       .2005

6.         This Agreement shallbind and inure to the benefit of and be enforceable by the party's hereto andthere respective heirs, personal representatives, successors and assigns.

7.         The commencementdates of each of the renewal periods set forth herein is contingent upon Tenantbeing in full compliance with all duties and obligations required of Tenantunder the terms of the Lease at the time of the

            election by Tenant to exerciseits right of renewal.

8.         This Agreementcontains the entire understanding and agreement between the parties andsupersedes any and all prior agreements, memoranda, arrangements andunderstandings relating to the subject matter hereof.  No

            representation,warranty, promise, inducement or statement of intention has been made by anyparty which is not contained herein and no party shall be bound by or be liablefor any alleged representation, warranty, promise,

            inducement or statement notcontained herein.  This Agreement cannot be changed, modified, waived orcanceled except by an agreement in writing executed by the party against whomenforcement of such change,

            modification, waiver or cancellation is sought.

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          **IN WITNESS WHEREOF**, Landlord and Tenanthave affixed their signatures to this Agreement as of the day and year firstabove written.

 

**WITNESS OR ATTEST:**

                                                                                                                  (SEAL)

                                                                                                                  (SEAL)

 

**WITNESSES:**                                                       **Verdae Properties, LLC**

                                                                  By:                                                   

 

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**EXHIBIT H**

** (form of) MEMORANDUM OF LEASE**

STATEOF SOUTH CAROLINA            )

                                                                     )                           **MEMORANDUMOF LEASE**

COUNTY OF GREENVILLE                    )

THIS         MEMORANDUM OF LEASE dated as of this     dayof                             , 2005, between **Verdae Properties, LLC**(hereinafter referred to as "Landlord"), and                                                           (hereinafterreferred to as "Tenant").

** W I T N E S S E T H:**

That for and in consideration of the sum of $1.00, andother good and valuable consideration and the further consideration of therents reserved and the covenants and conditions more particularly set forth inthat certain Lease Agreement between Landlord and Tenant dated as of                                                    ,Landlord and Tenant do hereby covenant, promise and agree as follows:

1.     Landlord does demise unto Tenant, and Tenantdoes take from Landlord for the terms hereinafter provided, and any extensionsthereof, all that certain piece, parcel or tract of land situate, lying andbeing in the City and County of Greenville, State of South Carolina, and beingmore particularly described on Exhibit A attached hereto and incorporatedherein by reference.

2.     The lease term shall commence                                           ,2006, The Commencement Date                                         

The date of the expiration of the initial term of theLease shall be

a.           The Commencement Date ofthe First Renewal Option shall be the        day                                 ,2005.  The First Renewal Option shall expire on the     day of                                       ,2005.

b.           The Commencement Date ofthe Second Renewal Option shall be the               day                                 ,2005.  The Second Renewal Option shall expire               day of                             ,2005.

c.           The Commencement Date ofthe Third Renewal Option shall be the       day of                                       ,2005.  The Third Renewal Option shall expire on the                  dayof                             , 2005.

3.     The lease contains among its terms andprovisions the following:

Nothing contained herein shall be deemed or construedas an agreement by Landlord to be responsible for the costs of theconstruction, repair, or maintenance of any improvements to be made to thePremises by Tenant hereunder or to subject the interests of Landlord in thePremises to any mechanics' liens or liens resulting from such costs.  Tenantshall not have the power or authority to allow any lien and will not permit anyliens to be placed upon the Premises or the Building or improvements theretoduring the Term hereof and resulting from any work performed, materialsfurnished, or obligations incurred by or at the request of Tenant, and in thecase of the filing of any such lien, Tenant will promptly pay, satisfy, andremove or bond off same.

4.     The sole purpose of this instrument is to givenotice of said Lease and all of its terms, covenants and conditions to the sameextent as if said lease were set forth herein.

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5.     The conditions, covenants and agreementscontained in this instrument shall be binding upon and inure to the benefit ofthe parties hereto, their respective heirs, executors, administrators,successors and assigns. All covenants and agreements of this instrument andsaid Lease shall run with the land.

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IN WITNESS WHEREOF, the partieshereto have affixed their hands and seals on the day and year first abovewritten.

**SIGNED,SEALED, AND DELIVERED**                    "LANDLORD"

**THIS            DAY OF               ,**

**2005, IN THE PRESENCE OF:                                VerdaeProperties, LLC**

** **

**                                                                            By:                                         **

**Witness**

** **

**                                                                            Its:                                         **

**Witness**

 

**SIGNED,SEALED, AND DELIVERED**                    "TENANT"

**THIS            DAY OF               ,**

**2005, IN THE PRESENCE OF:                                GreenvilleFirst Bank, N. A.**

** **

**                                                                            By:                                         **

**Witness**

** **

**                                                                            Its:                                         **

**Witness**

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# EXHIBIT I

## BUILDINGRETROFIT

The interior of the Building will be updated andenhanced to more readily meet the needs of today's office user.  Such workshall be performed, in a good and workmanlike manner in conformity with thenorms and standards for similar construction in the area, and in compliancewith all legal requirements, including without limitation, the Americans withDisabilities Act ("ADA") and that all liens upon the Building arising from theconstruction of Improvements shall be promptly removed by Landlord.  Landlordrepresents and warrants that, as of the Commencement Date, the Building and allImprovements are in good condition and working order, and are in compliancewith all laws, including without limitation, the ADA.

### Common Areas

Themain lobby will be updated with new wall and floor coverings.  The appearanceand materials will be similar quality to that of Bonaventure II and willinclude the use of wood paneling and fabric-covered panels mounted in relieffashion.  The floor covering will be composed of a mix of carpeting and hardtile.  Lighting will be of the same character and quality as found in BonaventureII.

Therestrooms will be upgraded with new counter tops for all vanity areas and newwall coverings of similar quality and materials as used in Bonaventure II.

Buildingaccess will be by a card reader system.  At tenants' request and expenseafter-hours floor access will be by card reader.  Further, at tenant's requestand expense Suite access may be controlled by the card reader system.

Theelevator cabs will be upgraded to the Class A standard commonly found in Greenville,   SC. And of similar quality and materials as used in Bonaventure II.

### Tenant Areas

Allexisting partition walls in Tenant areas will be removed, as well all floorcovering, ceiling, and ceiling grid.  Any holes in the floors will be repairedand floors will be ready for carpet. The space will be returned to "firstgeneration" condition with the installation of new ceiling grid, lighting, andexterior and core walls remaining stripped (if applicable) prepped and sanded. New ceiling tiles will be stacked on the floor.  New lighting fixtures will beprovided as described in "Electrical" below.

### Electrical

TheBuilding electrical service capacity will be upgraded to a nominal 19 watts persquare foot.  All existing,****abandoned communications and data wiring,existing 2 x 4 lay-in light fixtures and abandoned electrical wiring will beremoved from the Building.  New light fixtures identical in type and spacing asthose found in Bonaventure II will be provided.  This equates to fourteen 14fixtures per one thousand (1,000)) useable square feet. Sixty fixtures will beinstalled, the remainder will be stacked on each floor.  As to the OccupiedPremises, Landlord will install all fixtures per Tenant's space plan.  Suchinstallation will be completed at the same cost Landlord pays for any installation. If additional fixtures are required, Landlord will provide same at the samecost as Landlord pays for all fixtures.  A new 125 KW diesel-fired generatorwith a weatherproof housing will be installed.  This unit shall supplyemergency power to egress lighting, the fire alarm control panel the cardreader system and one passenger elevator.

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The HVAC systems forBonaventure I Building consist of four McQuay Commercial packagecooling/heating units.  The units will be located on the roof of the building,which will aid in the quietness of the working area throughout the building. Two units will serve the East end of the building and two units will serve theWest end of the building.  All four units will be equipped with a VFD (variablefrequency drive) to modulate the fan speed for energy savings during part loadconditions of each floor.  Throughout the building will be independentlycontrolled zones, one (1) per one thousand (1,000) rentable square feet, whichwill use the above ceiling heat on the exterior zones for first stage of heatduring the heating season.  Again this is another energy savings component ofthis system.  Each of the roof top units will have an enthalpy economizer toprovide free cooling during times of the year that the air is cool and dryenough.

ForIAQ (indoor air quality) a complete separate unit will be located on the roofwith a duct system to each floor and maintain the correct amount of outdoor airto each area.

TheHVAC control system will consist of Alert on BACnet direct digital controllersfor the VAV boxes and the air handler units.  The system will be connected tothe building management system for viewing of all VAV boxes and AHU equipmentcontrols, floor plan graphics, temperature indications, alarms, timescheduling, morning warm up sequence and set point change capability.  Each VAVbox would incorporate stand-alone controller with flow control and wall zonesensor with digital readout of the space temperature and override.  The AHUcontrols would provide temperature control, pressure control and economizeroperation.

**E.      FireSprinkler System**

TheLandlord will install a "wet" fire sprinkler system in the Building.  Thebuilding standard is one (1) head for each twelve foot by fourteen-foot spaceof useable square footage.  Landlord will endeavor to install heads inaccordance with the Tenant space plan.  If additional sprinkler heads arerequired, the charge will be that incurred by Landlord for such work.

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**EXHIBIT J**

** **

**Operating Expenses - BonaventureI**

**Greenville First Bank, N. A. -Unoccupied Premises**

**  **

Thefollowing Operating Expense Accounts will be reduced to the percentage ofactual expense indicated:

Electricity                                           33%

Waterand Sewer                                0%

R/MElectrical                                    33%

R/MElectrical Supplies                    33%

Janitorial                                              0%

LandscapeContract                          50%

LandscapeSeasonal/Extra                50%

LandscapeSprinkler System             50%

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STATEOF SOUTH CAROLINA            )

                                                                     )**                            PROBATE**

COUNTY OF                                              )

          Personally appeared the undersigned witnessand made oath that (s)he saw the within named                                                   byits duly authorized officer,                                 , sign,seal and, as its act and deed, deliver the within written Memorandum of Leaseand that (s)he, with the other witness subscribed above, witnessed theexecution thereof.

 

**Swornto and subscribed before me**

**this      day of                             ,2005**

 

 

**NotaryPublic for South Carolina**

 

**My commission expires:**

 

 

 

 

STATE OF SOUTH CAROLINA            )

                                                                     )**                            PROBATE**

COUNTY OF GREENVILLE                     )

 

 

          Personally appeared the undersigned witnessand made oath that (s)he saw the within named Verdae Properties, LLC, by itsduly authorized officer,                                 , sign, sealand, as its act and deed, deliver the within written Memorandum of Lease andthat (s)he, with the other witness subscribed above, witnessed the executionthereof.

 

 

 

**Swornto and subscribed before me**

**this      day of                             ,2005**

 

 

#### Notary Public for South Carolina

 

**Mycommission expires:**

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