This Employment Agreement (the "Agreement") is dated as of January 1, 2001, between WATERSIDE
CAPITAL CORPORATION, a Virginia corporation (the "Company"), and LEX W. TROUTMAN (the
A. Executive desires to continue employment with the Company at its office located in Norfolk, Virginia as vice
president and business development officer.
B. The Company and Executive desire to enter into this Agreement to establish the terms and conditions of
Executive's employment with the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties, the parties agree as follows:
1. Employment Period. The Company agrees to employ Executive and Executive agrees to accept such
employment for the period beginning November 1, 2000 and ending on the first to occur of (a) January 31, 2004
and (b) the termination of Executive's employment pursuant to Section 7 (the "Employment Period"); provided,
however, the Employment Period shall be continued for successive one-year periods unless at least 90 days
before the end of the initial or any subsequent term either the Company or the Executive gives the other written
notice of the termination of this Agreement. If a change in control (as defined) of the Company occurs during the
original or any extended term of this Agreement, the Employment Period (and all terms of this Agreement) shall
continue in effect for a period of 36 months beyond the month in which such change in control occurred.
2. Services. During the Employment Period, Executive shall render such services of any executive and
administrative character to the Company as the Company's Executive Committee (the "Executive Committee")
may from time to time direct. During the Employment Period, Executive shall devote his best efforts and all of his
business time and attention (except for vacation periods and reasonable periods of illness or other capacity) to