LEASE AGREEMENT

Exhibit 10.9

          This LEASE AGREEMENT (the “Lease”) made and entered into this 24 day of March, 2005, by and between SP FINANCIAL, LLC, a South Carolina limited liability company (hereinafter called “Landlord”), and FIRST RELIANCE BANK, a South Carolina banking corporation (hereinafter called “Tenant”).

          WITNESSETH, THAT FOR AND IN CONSIDERATION of the rents and of the mutual covenants and agreements of the parties hereto, as are hereinafter set forth and made a part of this Lease, Landlord and Tenant do hereby agree as follows:

          1.           The Leased Property . The property hereby leased to the Tenant is 5.31 acres of land (the “Land”) located at 2211 West Palmetto Street in Florence, South Carolina, more particularly described in Exhibit “A” attached hereto, together with the buildings and other improvements located thereon (collectively the “Improvements”). The Land and Improvements leased hereunder, together with all Landlord’s right, title and interest, if any, in and to all easements and other appurtenances thereto, hereinafter sometimes collectively referred to as the “Leased Property”, are demised and let to Tenant subject to the herein stated terms and conditions.

          2.           Title Representation by Landlord and Use of Leased Property . Landlord has good, marketable and indefeasible title to the Leased Property free and clear, to the best of Landlord’s knowledge, of all liens, mortgages, security interests and other encumbrances of any kind that could be damaging to Tenant. The Leased Property is a portion of a 5.31 acres tract of land owned by Landlord (the “Landlord Property”). Landlord understands and acknowledges that Tenant intends to use the Leased Property as general banking and office space and for no other purpose without Landlord’s prior written approval, which approval shall not be unreasonably withheld. Landlord acknowledges that it is responsible for assuring that the Leased Property has all appropriate zoning and other regulatory approvals for Tenant’s intended use. Tenant agrees not to use the Leased Property or any part thereof for any disorderly or unlawful purpose and agrees to comply with all governmental laws, ordinances, rules and regulations applicable to its use, possession and operation of the Leased Property. Tenant agrees not to use the Leased Property in such a way as to diminish its value, reasonable wear and tear expected. Tenant makes no representations, warranties or guaranties as to the market value of the Leased Property.

          3.           Lease Term . The term of this Lease shall begin on April 1, 2005 (the “Commencement Date”) and shall end on March 31, 2044 for a total lease term of thirty-nine (39) years.

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          4.           Base Rent .

          a)          Initial Lease Period. The annual rent for the Leased Property for the first five (5) years beginning April 1, 2005 shall be Two Hundred Eighty Eight Thousand Dollars ($288,000.00) payable in monthly installments of Twenty Four Thousand Dollars ($24,000.00) due and payable on or before the fifth day of each month. The parties agree that the phrase “ground rent period” shall mean the period from the Lease commencement date to the date prior to irrevocable commitments having been made by the Landlord for the construction of buildings and related amenities on the Leased Property, specifically designed for Tenant. Notwithstanding the foregoing, upon the occurrence of a triggering event during the initial term of this lease, the base annual rent shall be adjusted to the then market rent rate which shall be an amount arrived at by using the then prevailing capitalization rate in the locale for such land and improvements as determined by an M.A.I. appraiser mutually agreeable to Landlord and Tenant. A triggering event shall be (a) a change in the “control” of the Tenant’s holding company, as defined by the South Carolina Bank Holding Company Act or (b) the mutual written agreement of the Landlord and Tenant to increase the base rent to market rent.

          b)          Rent for Land And Improvements. Tenant acknowledges that the annual rent for the Leased Property and any improvements built to Tenant’s specifications shall be the then market rent rate as determined under subsection (a) of this paragraph. The annual rent so determined shall be the annual rent for five (5) years and shall be payable in monthly installments on or before the fifth day of each month. The annual rent for the next five (5) year term shall be the annual rent for the prior five (5) years as adjusted by the cumulative changes in the Consumer Price Index, Bureau of Labor Statistics, for all United States urban consumers up to the end of the month in the prior lease term. Upon the expiration of two successive five (5) year terms, the rent for the next five (5) year term shall be adjusted to the then market rent rate as determined under subsection (a) of this paragraph. Thereafter rent adjustments shall continue seriatim until the end of the complete lease term of thirty-nine (39) years with (5) years at the market rate and then five (5) years at the prior five (5) year base rate adjusted for cumulative changes in the C.P.I. over the prior lease term.

          5.           Additional Rent .

          a)          It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the Landlord so that this Lease shall yield, net to the Landlord, the Base Rent due with respect to each year during the term of this Lease.

          b)          The Tenant shall be responsible for the payment of all property taxes for the Leased Property during the term hereof, including the building and all other improvements thereon. Landlord represents and warrants that there are no other taxes or other assessments affecting the Leased Property, other than those of a normal and recurring nature on property substantially similar to the Leased Property,  at the time of the execution of this Lease. All such other taxes or assessments affecting the Leased Property accruing after the Commencement Date but prior to the termination of this Lease shall be the responsibility of the Tenant, and Tenant shall pay to appropriate utility companies, when due, all charges for utility services furnished to the Leased Property during the term of this Lease (all of the foregoing, together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as “Impositions”).

          c)          Landlord shall furnish to Tenant, promptly after receipt of same, copies of any notices, statements or invoices with respect to any Impositions.

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          d)          Contesting of Tax Assessments

          (i)          Tenant shall have the right, at its sole cost and expense, to contest the amount or validity, in whole or in part, of any Imposition of any kind by appropriate proceedings diligently conducted in good faith. Upon the termination of any such proceedings, it shall be the obligation of Tenant to pay the amount of such Imposition or part thereof, as finally determined in such proceedings, the payment of or compliance with which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including counsel fees), interest, penalties or other liabilities in connection therewith.

          (ii)        Tenant shall have the right, at its cost and expense, to seek a reduction in the valuation of the Leased Property as assessed for tax purposes and to prosecute any action or proceeding in connection therewith. Provided Tenant is not in default hereunder (i) Tenant shall be authorized to collect any tax refund of any tax paid by Tenant obtained by reason thereof and to retain the same, and (ii) Landlord shall not, without Tenant’s prior approval, make or agree to any settlement, compromise or other disposition of any proceedings or discontinue or withdraw from any such proceedings or accept any refund or other adjustment of or credit for any tax, assessment or other item above mentioned as a result of any such proceedings.

          (iii)       Landlord agrees that whenever Landlord’s cooperation is required in any of the proceedings brought by Tenant as aforesaid, Landlord will reasonably cooperate therein (including, to the extent necessary, appointing Tenant as Landlord’s attorney-in-fact), provided same shall not entail any cost, liability or expense to Landlord. No such contest shall subject Landlord or any mortgagee to the risk of any civil liability, criminal liability, or other liability.

          (iv)       In the event any person or entity to whom or to which any sum is directly payable by Tenant under any of the provisions of this Lease shall refuse to accept payment of such sum from Tenant and, provided such refusal is not due to the fault of Tenant, Tenant shall thereupon give written notice of such fact to Landlord and may, at its option, pay such sum to Landlord in full satisfaction of Tenant’s obligations with respect to such obligation. Both at the commencement and at the expiration of the term of this Lease, all Impositions provided to be paid by Tenant pursuant to this Lease, whether accrued or prepaid, as the case may be, shall be apportioned between Landlord and Tenant on the basis of a 30-day month and a 360-day year. Notwithstanding the foregoing, Tenant shall not be obligated to reimburse Landlord for any special assessments for improvements other than the Improvements constructed by Landlord.

          6.           Security Deposit . Intentionally deleted.

          7.           Maintenance And Repair . Tenant shall, at its risk, cost, and expense, during the term of this Lease or any extension thereof, pay for the maintenance and repair of all components of the Leased Property including, but not limited to, (i) all permanent, non-removable improvements or additions made by Tenant, (ii) all interior repairs and improvements including, but not limited to paint, redecoration and renovation, (iii) utility systems, including, but not limited to fixtures, equipment, lines and connections associated with the heating, air conditioning, ventilating, electrical, plumbing, and sprinkler systems, (iv) all windows, doors (including operational mechanisms and door mountings), (v) floors, (vi) grass, landscaping, and fences, etc., as same become necessary and are required to maintain the Leased Property in as good and proper condition, and in good appearance, as at the date of the Commencement Date, subject to normal wear and tear for the uses permitted herein. Tenant shall be required to have the HVAC systems kept under a maintenance service contract, which is reasonably satisfactory to Landlord. Tenant shall keep sidewalks and personnel entraceways free from obstruction of all nature, properly swept, and snow and ice removed therefrom.

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          8.           Utilities . Tenant agrees to arrange for and pay all services and charges for any and all utilities used on the Leased Property, including, but not limited to water and sewer, electricity, gas, waste disposal, telephone and security related services, which may be charged or assessed by a utility or service company or political or utility subdivision. In no event shall Landlord be liable for any interruption or failure in the supply of any utilities or services to the Leased Property, unless caused by the willful acts or misconduct of the Landlord.

          9.           Real Estate Taxes . During the term of this Lease, or the extension thereof, Tenant shall promptly pay, when due and prior to delinquency, directly to the appropriate government or municipal agency or authority, all real estate taxes and assessments (“Real Estate Taxes”) levied upon or assessed against the Leased Property. Landlord is to promptly forward said Real Estate Tax bills to Tenant and Tenant shall promptly send to Landlord copies of said paid receipts.

          10.         Casualty Insurance . Tenant shall, at all times, have and maintain adequate fire and extended casualty coverage insurance (“Casualty Insurance”) on the Leased Property. It is understood and agreed that such insurance carried by the Tenant shall at all times cover the full replacement value and costs of the Improvements.

          Said insurance coverage shall name the Landlord as an additional insured party, Landlord’s mortgagee as a loss payee, shall be subject to approval of Landlord and its mortgagee, and shall provide that the coverage not be canceled for any reason unless and until Landlord and its mortgagee are given thirty (30) days notice in writing by the insurance company of the pending cancellation.

          Upon request, and prior to the Commencement Date, Tenant’s insurance company shall provide Landlord with a certificate of insurance indicating the terms and conditions of the policy.

          Tenants agrees that it will not do or permit anything to be done on the Leased Property which may prevent the obtaining of any insurance on the Leased Property including, but without limitation, fire, extended coverage and public liability insurance.

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          11.        Liability Insurance . During the full term of this Lease or any renewal or extension thereof, Tenant shall, at its sole expense, procure and maintain in full force Public Liability Insurance (Comprehensive General Liability or Commercial General Liability) including Contractual Liability Insurance, with a combined personal injury and property damage limit of not less than One Million Dollars ($1,000,000.00) for each occurrence and not less than Two Million Dollars ($2,000,000.00) in the aggregate, insuring against all liability of Tenant and its representatives arising out of and in connection with Tenant’s use or occupancy of the Leased Property. Said insurance policy shall name the Landlord as an additional insured, and the policy shall provide that it not be canceled for any reason unless and until Landlord is given thirty (30) days notice in writing by the insurance company of the pending cancellation. Tenant’s insurance company shall provide Landlord with a certificate of insurance indicating the terms and conditions of the policy.

          All insurance required under this Lease shall be issued by insurance companies licensed to do business in the jurisdiction where the Leased Property is located. Such companies shall have a policyholder rating of at least “A” and be assigned a financial size category of at least “Class X” as rated in the most recent edition of “Best’s Key Rating Guide” for insurance companies. Each policy shall contain an endorsement requiring thirty (30) days written notice from the insurance company to Landlord before cancellation or any change in the coverage, scope or amount of any policy. Each policy, or a certificate showing it is in effect, together with evidence of payment of premiums, shall be deposited with Landlord on or before the Commencement Date, and renewal certificates or copies of renewal policies shall be delivered to Landlord at least thirty (30) days prior to the expiration date of any policy.

          12.        Tenant’s Licenses, Personal Property Taxes and Insurance . Tenant shall be responsible for the payment of its business license fees and costs, and any and all taxes and assessments on its Leasehold improvements and all personal property, which it locates within the Leased Property, including, but not limited to furniture, fixtures, equipment and merchandise.

          Tenant shall carry, at its own expense, insurance to cover all of its leasehold interest in the Leased Property, and personal property, including, but not limited to, trade fixtures and equipment, and merchandise located on the Leased Property. All of Tenant’s Leasehold interest in the Leased Property and personal property on the Leased Property shall be and remain at Tenant’s sole risk, and Landlord shall not be liable whatsoever for any damages, loss, or casualty of such personal property or Leasehold, unless caused by the willful acts or misconduct of the Landlord.

          13.        Tenant’s Improvements . Tenant shall be allowed to make any alterations, additions, or improvements (“Tenant’s Improvements”) to the Leased Property, without first obtaining the written consent of the Landlord provided same are consistent with the use of the Leased Property described herein and provided that same do not diminish the market value of the Leased Property. All Tenant Improvements shall be constructed at Tenant’s expense and shall be and remain the property of Tenant, until the termination of this Lease, at which time the Tenant Improvements shall become the property of Landlord. Provided, however, at the option of the Landlord, Landlord may require Tenant, at the termination of this Lease, to remove any and all of the Tenant Improvements. Tenant shall be responsible for payment of the cost of repairing any damage arising from such removal. The provisions of this section shall not require Tenant to obtain Landlord’s permission for Tenant to remove Tenant’s fixtures and equipment form the Leased Property before or after the termination of this Lease.

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          14.        Surrender Upon Termination . At the expiration of the term of this Lease the Tenant shall surrender the Leased Property in as good condition and repair as it was as of the Commencement Date, normal and ordinary wear and tear excepted. Extraordinary wear and tear shall include, but not be limited to items such as (i) damaged walls (other than small penetrations for purposes of hanging photographs, diplomas, art and similar decorations), ceilings, roofs, structural components or insulation (ii) damaged or malfunctioning doors, (iii) broken concrete walls or floors, (iv) malfunctioning or disconnected components of utility systems, and (v) damaged fences or gates.

          Tenant agrees that no waste of  any kind, solid or liquid, shall remain on the Leased Property upon termination of the Lease. Any personal property of Tenant which shall remain on the Leased Property after the termination of this Lease may, at the option of the Landlord, be deemed to have been abandoned by Tenant and, may either be retained by Landlord as its property or be disposed of without accountability. The provisions of this section shall survive the termination of this Lease.

          15.        Tenant’s Default . Tenant agrees to pay the Base Rent and the Additional Rent at the time, in the amount and in the manner herein described. Any one of the following events shall be deemed  a default by Tenant and a breach of this Lease, namely:

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