EXHIBIT 10.1


                          FIRST AMENDMENT EXHIBIT 10.1
                                       TO
                              EMPLOYMENT AGREEMENT

         This First Amendment to Employment Agreement (this "Amendment")
executed January 4, 1999, Nun Pro Tunc January 1, 1999 is attached to, and
hereby made a part of, the Employment Agreement (the "Agreement") dated the 18th
day of November 1998 by and between Mehdi Ghomeshi (hereinafter the "Executive")
and BankUnited Financial Corporation, a Florida corporation ("BankUnited"), and
its principal wholly owned subsidiary, BankUnited, FSB (BankUnited and
BankUnited, FSB hereinafter collectively referred to as the "Company").

                                    RECITALS

                                                                           
                  WHEREAS, pursuant to Section 4.9 of the Agreement, the
         Executive has received a grant of 35,000 shares of the Company's Class
         A Common Stock (the "Stock Grant"), ownership of which will vest on
         January 4, 1999; and

                  WHEREAS, the Executive and the Company mutually desire to
         change the vesting schedule of the Stock Grant;

         NOW THEREFORE, BE IT MUTUALLY UNDERSTOOD AND AGREED AS
         FOLLOWS:

                  Section 4.9 of the Agreement is deleted in its entirety and is
         replaced by the following:

                  "4.9     SECURITIES GRANTS. Upon execution of this Agreement,
                           Executive shall receive:

                           (a) a grant of 35,000 shares of the Company's Class A
                  Common Stock, ownership of which shall vest 50% on March 1,
                  1999 and 50% on March 1, 2000; provided that, in the event
                  that the Executive's employment hereunder terminates for any
                  reason, including death or disability, prior to March 1, 2000,
                  then ownership of all 35,000 shares shall be deemed to have
                  vested as of the date of termination;

                           (b) a grant of options to purchase 70,000 shares of
                  Company's Class A Common Stock at a price of $7 1/8 and with
                  an expiration date of ten (10) years, which options will vest
                  50% at the first anniversary from the Commencement Date, 25%
                  at the second anniversary from the Commencement Date, and 25%
                  at the third anniversary from the Commencement Date, subject
                  to immediate vesting in the event of the Executive's
                  termination under Sections 5.2 or 5.3, the Company or the
                  Executive advising the other pursuant to Section 2.1 that the
                  Term of this Agreement will not be extended, or in the event
                  of a Change of Control as defined in Section 6."


<PAGE>


         IN WITNESS WHEREOF, the Executive and, pursuant to authorization of
their respective Boards, BankUnited and BankUnited, FSB, have executed and made
this Amendment as of January 4, 1999.


BANKUNITED, FSB                                BANKUNITED FINANCIAL CORPORATION

By: /s/ ALFRED R. CAMNER                       By: /s/ ALFRED R. CAMNER
   ----------------------------------             ------------------------------
Name:                                          Name:
Title:                                         Title:


ATTEST:                                                      ATTEST:

By:                                            By:
   ----------------------------------             ------------------------------
Name:                                          Name:
Title:                                         Title:




EXECUTIVE

/s/ MEHDI GHOMESHI
-------------------------------------
Mehdi Ghomeshi