Sales Agency Agreement

NEW COMMERCE BANK (IN ORGANIZATION)


SALES AGENCY AGREEMENT


December 11, 1998


J.C. Bradford & Co. 400 Second Avenue NW First Lawyers Building, 2nd Floor Hickory, North Carolina 28601


Ladies and Gentlemen:


This letter sets forth and confirms the terms and conditions of the engagement (the "Agreement") of J.C. Bradford & Co. ("Bradford") by New Commerce Bank (the "Company") as non-exclusive selling agent of the Company with respect to the Company's proposed public offering (the "Offering") of its common stock (the "Common Stock"). The Offering will be made by means of a prospectus (the "Prospectus"), which will be provided to Bradford.


1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents and warrants to, and agrees with Bradford as
follows:


(a) The Prospectus does not and will not contain any untrue
statements of material fact or omit to state any material
facts required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.


(b) The Company is a corporation validly existing and in good
standing under the laws of the state of its incorporation;
has full corporate and other power and authority under such
laws to own its properties and conduct its business as
described in the Prospectus; and is duly qualified to do
business as a foreign corporation in each other jurisdiction
in which it owns or leases properties or conducts it business
so as to require qualification and is in good standing in
each such jurisdiction, except where failure to be so
qualified would not have a material adverse effect on the
condition, financial or otherwise, results of operations,
affairs or business prospects of the Company.


(c) The shares of common stock to be issued and sold by the
Company hereunder (the "Shares"), when issued and delivered
against payment therefor as provided 2


herein, will be duly and validly authorized and issued and
fully paid and will conform to the description thereof
contained in the Prospectus.


(d) Except as disclosed in the Prospectus or information
incorporated therein by reference, there are no (i)
outstanding securities or obligations of the Company
convertible into or exchangeable for any capital stock of the
Company, (ii) warrants, rights or options to subscribe for or
purchase from the Company any such capital stock or any such
convertible or exchangeable securities or obligations (iii)
obligations of the Company to issue any such convertible or
exchangeable securities or obligations, or any such warrants,
rights or options.


(e) The Company has the full legal right, power and authority to
enter into and perform this Agreement and sell and deliver
the Shares as provided herein, and this Agreement has been
duly authorized by its Board of Directors and duly executed
and delivered on behalf of the Company.


(f) Other than filings with, and any necessary registrations,
qualifications or exemptions from the Securities and Exchange
Commission and applicable state securities and "blue sky"
authorities, no consent, approval, authorization or order,
registration or qualification of or with any court or
governmental agency or body is required for the issuance and
sale of the Shares or for the consummation of the other
transactions contemplated by this Agreement.


(g) Except as provided in section 2(a), there are no contracts,
agreements or understanding between the Company and any
person which would give rise to a valid claim against the
Company for a brokerage commission, finder's fee or other
like payment in connection with the offering of the Shares,
other than compensation due and payable to Bradford.


(h) No action, suit or proceeding at law or in equity is pending
or, to the Company's knowledge, threatened to which the
Company is a party, and no proceedings are pending or, to the
Company's knowledge, threatened against or affecting the
Company before or by any governmental official, commission,
board or other administrative agency, (other than in
connection with required regulatory approvals) wherein an
unfavorable decision, ruling or finding could have a material
adverse effect on the consummation of this Agreement or the
condition, financial or otherwise, results of operations,
affairs or business prospects of the Company.


(i) The Company has such permits, licenses, franchises and
governmental and regulatory authorizations ("permits") as are
necessary to own its properties and conduct its business in
the manner described in the Prospectus, subject to such
qualifications as may be set forth in the Prospectus, and
except where the failure to have such permits would not have
a material adverse effect on the consummation of this
Agreement or the condition, financial or otherwise, results
of operations, affairs, or business prospects of the Company. 3


(j) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940.


(k) The Company agrees as follows:


(i) The Company will notify Bradford immediately, and
confirm such notice in writing, of the receipt of
any comments from any state securities commission or
regulatory authority that relate to the Prospectus
or any amendment thereto or requests by any state
securities commission or regulatory authority for
amendments to the Prospectus or amendments or
supplements to the Prospectus or for additional
information;


(ii) The Company will use the net proceeds from the sale
of the Shares received by it in the manner specified
in the Prospectus under the caption "Use of
Proceeds."


(iii) The Company will supply Bradford with such number of
Prospectuses as Bradford shall reasonably request.


(iv) For three years from the date of this Agreement, the
Company will furnish to Bradf ...