0001047469-04-028945 Sample Contracts

Saxony Securities, Inc. AGREEMENT
CommunitySouth Bancshares Inc • September 16th, 2004 • National commercial banks

The following are the terms and conditions of an agreement dated as of August 5, 2004 (the "Agreement"), under which Saxony Securities, Inc., a Missouri corporation ("SSI"), will provide consulting services to and serve as a sponsoring dealer for CommunitySouth Bancshares, Inc. (the "Company") in connection with its subscription offering for a minimum of 1,130,000 and a maximum of 2,500,000 shares of the Company's common stock at a price of $10.00 per share (the "Subscription Offering"). The Subscription Offering will be made means of the prospectus (the "Prospectus") incorporated in a registration statement on Form SB-2 (together with any amendments thereto, the "Registration Statement") filed with the U.S. Securities and Exchange Commission ("SEC"), which will be provided to SSI. SSI and the Company are hereinafter referred to collectively as the "Parties."

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FIRST AMENDMENT TO ESCROW AGREEMENT
Escrow Agreement • September 16th, 2004 • CommunitySouth Bancshares Inc • National commercial banks

THIS FIRST AMENDMENT (the "Amendment") to the ESCROW AGREEMENT (the "Escrow Agreement") dated as of the 14th day of July 2004, by and between CommunitySouth Bancshares, Inc., a South Carolina corporation (the "Company"), and Bank of Tennessee, a Tennessee state bank (the "Escrow Agent"), is made as of the 15th day of September 2004 by and between the Company and the Escrow Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Escrow Agreement.

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