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                                                                   EXHIBIT 10.25

                        [FORM OF SUBORDINATED DEBENTURE]

                             SOUTHERN COMMUNITY BANK
                                ORLANDO, FLORIDA

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                             SUBORDINATED DEBENTURE
                               DUE: June __, 2011

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Holder:           [Investor Name]

Address:          [Investor Address]

Principal Amount: $____________

Date of Issue:    June __, 2003

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              THIS SECURITY IS NOT A SAVINGS ACCOUNT OR A DEPOSIT,
                          AND IT IS NOT INSURED BY THE
                     FEDERAL DEPOSIT INSURANCE CORPORATION.

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         THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS
OF ANY STATE. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION, WHETHER OR NOT FOR CONSIDERATION, OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR
AN OPINION OF COUNSEL, SATISFACTORY TO SOUTHERN COMMUNITY BANK (THE "BANK") AND
ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THIS DEBENTURE AND
THE SUBSCRIPTION AGREEMENT OR NOTE PURCHASE AGREEMENT RELATING THERETO, IF ANY,
ARE ON FILE WITH THE BANK.

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FOR VALUE RECEIVED, SOUTHERN COMMUNITY BANK, a Florida banking corporation (the
"BANK"), hereby promises to pay the holder named above or its registered assigns
(the "Holder"), the principal sum stated above plus interest on the unpaid
principal amount hereof at the rate of prime as published in the WALL STREET
JOURNAL, floating daily, with a floor of 5.00% and a ceiling of 12.00%, from the
Date of Issue shown above until paid. Interest shall be payable semi-annually,


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on the 15th day of June and December of each year, and at maturity. Interest
payments shall commence on December 15, 2003. Principal shall be payable in full
on June __, 2011 upon presentation of this Subordinated Debenture (the
"Debenture") to BANK. Payments of principal and interest by the BANK may be
subject to approval by the Federal Deposit Insurance Corporation (the "FDIC") in
certain circumstances, as and to the extent required by law, and failure to
obtain such approval could result in an extension of the time for payment.

         Both principal and interest are payable in lawful money of the United
States of America. The BANK shall pay all principal and interest payments by
check sent to Holder's address as set forth above or to such other address as
Holder may designate by written notice to the BANK. Holder agrees that the final
payment of principal and interest shall be made only upon surrender to the BANK
of this Debenture for cancellation.

         This Debenture is not secured by the assets of the BANK, or any other
affiliate, and is not insured by the FDIC.

                                   ARTICLE I
                                  SUBORDINATION

         The indebtedness evidenced by this Debenture and all interest thereon
shall be subordinate and junior in right of payment to the BANK'S obligations to
it's depositors and to the BANK'S other obligations to its general and secured
creditors. This Debenture is ineligible as collateral for a loan made by the
BANK, and the payment of the BANK'S obligations hereunder is unsecured. If, as,
and to the extent that such payment is prohibited by or is subject to the prior
approval of the FDIC under applicable law, the BANK may not retire any part of
its indebtedness under this Debenture or pay any interest due hereunder without
such prior written consent. If this Debenture is issued initially to a
depository institution, the acceptance of delivery of this Debenture shall
constitute a specific waiver by such institution of any right of offset such
institution would otherwise have by virtue of the Debenture against its
obligations to the BANK, whether such right exists at the Date of Issue or is
thereafter created.

                                   ARTICLE II
                                   PREPAYMENT

         At the option of the BANK, this Debenture may be prepaid, together with
accrued interest, in whole or in part, at any time after the Debenture's
issuance, without notice, premium, or penalty, subject to the provisions of
Section 6.3 herein. The Bank may exercise its right to prepay this Debenture
prior to maturity by giving notice (the "Prepayment Notice") thereof to the
Holder of this Debenture, which notice shall specify the terms of prepayment
(including the place at which the holder of the Debenture may obtain payment),
the principal amount of the Debenture to be prepaid (the "Prepayment Amount")
and shall fix a date for prepayment (the "Prepayment Date"), which date shall
not be less than thirty (30) days nor more than forty-five (45) days after the
date of the Prepayment Notice. On the Prepayment Date, the Bank shall pay all
accrued and unpaid interest on the Debenture up to and including the Prepayment
Date and shall pay to the holder hereof a dollar amount equal to the Prepayment
Amount. In the event of partial prepayment, the amount and other details thereof
shall be noted on this Debenture.



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                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

The BANK represents and warrants that:

         3.01     EXISTENCE AND POWER. The BANK is a banking corporation duly
                  organized, validly existing, and in good standing under the
                  laws of the State of Florida. The BANK has full corporate
                  power and authority to own its properties and to carry on its
                  business as now conducted.

         3.02     DEBENTURE AUTHORIZED. The BANK has all requisite power and
                  authority to execute and deliver this Debenture and perform
                  its obligations hereunder. The execution and delivery of this
                  Debenture and the performance of the provisions of this
                  Debenture have been duly authorized by all necessary
                  corporate, Shareholder, and Director action. This Debenture is
                  a valid and binding obligation of the BANK enforceable against
                  it in accordance with its terms.

         3.03     NO CONFLICT. The execution, delivery and performance of this
                  Debenture are not in material contravention of or material
                  conflict with any agreement, indenture or undertaking to which
                  the BANK is a party and do not cause any lien, charge or other
                  encumbrance to be created or imposed upon any assets or
                  properties of the BANK.

         3.04     LITIGATION. There is no litigation or other proceeding pending
                  against the BANK which might materially and adversely affect
                  the financial condition of the BANK, and the BANK is not in
                  material default with respect to any order, writ, injunction,
                  decree or demand of any court or governmental authority.

                                   ARTICLE IV
                              AFFIRMATIVE COVENANTS

The BANK, agrees that until the Debenture is paid in full, the BANK will:

         4.01     MAINTAIN CORPORATE RIGHTS AND FACILITIES.

                  (a)      Maintain its corporate existence and all rights,
                           franchises and other authority adequate for the
                           conduct of its business.

                  (b)      Maintain its properties, equipment and facilities in
                           good order and repair.

         4.02     MAINTAIN INSURANCE. Maintain public liability, property damage
                  and workers' compensation insurance, and insurance on all of
                  its insurable property against fire and other hazards to the
                  extent usually maintained by companies in the same business.

         4.03     PAY TAXES AND OTHER LIABILITIES. Pay, before the same become
                  delinquent and before penalties accrue thereon, all taxes and
                  assessments upon or against it or any of its properties, and


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                  all other material liabilities at any time existing, except to
                  the extent and so long as the same are being contested in good
                  faith.

         4.04     NET WORTH. Maintain capital that meets or exceeds the capital
                  requirements for an adequately capitalized financial
                  institution as defined under the prompt corrective action
                  provisions of Section 38 of the Federal Deposit Insurance Act.

         4.05     RECORDS AND REPORTS.

                  (a)      Maintain a standard and modern system of accounting
                           in accordance with generally accepted accounting
                           principles and applicable regulations.

                  (b)      Subject to any limitations and restrictions imposed
                           under applicable law, and subject further to the
                           execution of a confidentiality agreement mutually
                           acceptable to the Holder and the BANK, the BANK shall
                           permit representatives of Holder to have access to
                           and to examine, at reasonable times upon at least
                           five business days' prior written request, the BANK's
                           properties, books and records.

         4.06     NOTICE OF DEFAULT. Promptly notify the Holder and the
                  appropriate regulatory authorities in writing of the
                  occurrence of any Event of Default (as defined in Article VI
                  below).

         4.07     CONDUCT OF BUSINESS. Conduct its business in accordance with
                  all applicable provisions of federal, state, and local law.

                                   ARTICLE V
                               NEGATIVE COVENANTS

The BANK agrees that until this Debenture is repaid, without the written consent
of the Holder, it will not :

         5.01     BUSINESS CHANGES. SALE OF BUSINESS - MERGER OR CONSOLIDATION.

                  (a)      Liquidate, dissolve, enter into any reorganization,
                           merger, consolidation or similar transaction in which
                           it is not the surviving entity, or sell any assets
                           except in the ordinary and normal course of its
                           business.

                  (b)      Sell, lease, assign or transfer any substantial part
                           of its business necessary for the continuance of its
                           business.


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                                   ARTICLE VI
                                EVENTS OF DEFAULT

         6.01     EVENTS OF DEFAULT. Except as otherwise provided in the Article
                  VI, the occurrence of any Event of Default (as defined below)
                  shall, at the option of the Holder; make all sums of principal
                  and interest then remaining unpaid hereon and all other
                  amounts payable hereunder, due and payable, upon 30 days'
                  prior written notice to the BANK.

         6.02     DEFINITION. An Event of Default shall consist of:

                  (a)      Failure of the BANK to pay any installment of
                           principal or interest hereon within 15 business days
                           when due and continuance thereof for a period of five
                           days after written notice to the BANK from the
                           Holder.

                  (b)      The BANK's material breach of any covenant or
                           condition of the Debenture and the continuance
                           thereof for a period of 30 days after written notice
                           to the BANK from Holder.

                  (c)      The material falsity or inaccuracy of any of the
                           BANK's representations or warranties made herein.

                  (d)      The acquisition by any person or group of persons
                           acting in concert of more than 50% of the outstanding
                           shares of the BANKS capital stock.

                  (e)      The BANK's:

                           (i)      insolvency or admission in writing or its
                                    inability to pay its debts as they mature;

                           (ii)     assignment of assets for the benefit of
                                    creditors;

                           (iii)    the appointment of a receiver or trustee for
                                    the BANK or for a substantial part of its
                                    property or business.

         6.03     REGULATORY APPROVAL. No payments of principal or interest due
                  under the terms of this Debenture shall be accelerated in the
                  event of either:

                  (a)      Failure of the BANK to obtain any required regulatory
                           approval such payment; or

                  (b)      If, after giving effect to such payment, the BANK
                           would fail to comply with:

                           (i)      Any applicable regulatory capital
                                    requirements; or

                           (ii)     Any other supervisory regulations.



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         6.04     EFFECT OF RECEIVERSHIP. Notwithstanding anything to the
                  contrary in this Debenture, or in any related document:

                  (a)      If the FDIC (or any successor agency) shall be
                           appointed receiver for the BANK and in its capacity
                           as receiver shall cause the BANK to merge with or
                           into another insured institution, or in such capacity
                           shall sell or otherwise convey part or all of the
                           assets of the BANK to another insured institution, or
                           shall arrange for the assumption of less than all of
                           the liabilities of the BANK by one or more other
                           insured institutions, the FDIC shall have no
                           obligation, either in its capacity as receiver or in
                           its corporate capacity, to contract for or to
                           otherwise arrange for the assumption of the
                           obligation represented by this Debenture in whole or
                           in part by any insured institution or institutions
                           which result from any such merger or which has
                           purchased or otherwise acquired from the FDIC as
                           receiver for the BANK, any of the assets of the BANK,
                           or which, pursuant to any arrangement with the FDIC,
                           has assumed less than all of the liabilities of the
                           BANK. To the extent that obligations represented by
                           this Debenture have not been assumed in full by an
                           insured institution with or into which the BANK may
                           have been merged, as described in this subsection
                           6.4(a), and/or by one or more other insured
                           institutions which have succeeded to all or a portion
                           of the assets of the BANK, or which have assumed a
                           portion but not all of the liabilities of the BANK as
                           a result of one or more transactions entered into by
                           the FDIC as receiver for the BANK, then the Holder
                           shall be entitled to payments on this obligation in
                           accordance with the procedures and priorities set
                           forth in the FDIC's regulations as they may be
                           applicable to the receivership of the BANK or as they
                           may be set forth in orders of the FDIC relating to
                           such receivership.

                  (b)      In the event that this Debenture is assumed in full
                           by another insured institution, which shall succeed
                           by merger or otherwise to substantially all of the
                           assets and business of the BANK, or which shall by
                           arrangement with the FDIC assume all or a portion of
                           the liabilities of the BANK, and payment or provision
                           for payment shall have been made in respect of all
                           matured installments of interest upon this Debenture
                           together with all matured installments of principal
                           which shall have become due otherwise than by
                           acceleration, then any default caused by the
                           appointment of a receiver for the BANK shall be
                           deemed to have been cured, and any declaration
                           consequent upon such default declaring the principal
                           and interest of this Debenture to be immediately due
                           and payable shall be deemed to have been rescinded.

                  (c)      For the purpose of subsections (a) and (b) of this
                           Section 6.4, the term "insured institution" means a
                           depository institution the accounts of which are
                           insured by the FDIC or any federal or state agency
                           which performs similar functions.



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                                  ARTICLE VII
                                  MISCELLANEOUS

         7.01     SURVIVAL OF WARRANTIES. All agreements, representations and
                  warranties made herein shall survive the execution and
                  delivery of this Debenture.

         7.02     NOTICES. Any notice herein required or permitted to be given
                  shall be in writing and shall be deemed effectively given upon
                  personal delivery to the party to be notified or upon delivery
                  by overnight courier service, or by registered or certified
                  U.S. Mail, postage prepaid and addressed to the party to be
                  notified at the address indicated below for such party. For
                  the purposes hereof, the address of the Holder shall be as
                  stated above and the address of the BANK shall be as follows:

                                    SOUTHERN COMMUNITY BANK
                                    Attention:  Mr. John G. Squires,
                                    Chief Executive Officer
                                    250 North Orange Avenue
                                    Orlando, Florida  32801


                  Both Holder and the BANK may change the address for service of
                  notices by service of written notice to the other as herein
                  provided.

         7.03     AMENDMENT. Any provisions of this Debenture may be amended at
                  any time by the written agreement of the BANK and the Holder.
                  The term "Debenture" or "this Debenture" and all references
                  thereto, as used throughout this instrument, shall mean this
                  instrument as originally executed or if later amended or
                  supplemented, then, as so amended or supplemented.

         7.04     ASSIGNMENT, BINDING EFFECT. This Debenture and the rights
                  hereunder are not assignable unless such assignment is
                  consented to in writing by all parties hereto. This Debenture
                  shall inure to the benefit of and be binding upon the
                  successors and assigns of the parties hereto.

         7.05     MAXIMUM INTEREST RATE. The maximum total compensation that the
                  Holder shall be entitled to receive hereunder shall not exceed
                  the maximum rate permitted under applicable law.

         7.06     ENTIRE AGREEMENT. This Debenture constitutes the entire
                  agreement between the parties hereto and supersedes all prior
                  and contemporaneous agreements and undertakings of the parties
                  pertaining to the subject matter hereof.

         7.07     GOVERNING LAW. This Debenture shall be governed by the federal
                  law of the United States of America and the laws of the State
                  of Florida.



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         7.08     TRANSFER. This Debenture shall be transferred on the books of
                  the BANK only by the registered holder hereof or by his
                  attorney duly authorized in writing or by delivery to the BANK
                  of a duly executed Assignment, and only upon the effective
                  registration of the Debenture under the Act or the receipt by
                  the BANK of an opinion of counsel, satisfactory to the BANK
                  and its counsel that such registration is not required. The
                  BANK shall be entitled to treat any holder of record of the
                  Debenture as the holder in fact thereof and shall not be bound
                  to recognize any equitable or other claim to or interest in
                  this Debenture in the name of any person, whether or not it
                  shall have express or other notice thereof, save as expressly
                  provided by the laws of Florida.

         IN WITNESS WHEREOF, the BANK has caused this Debenture to be signed in
its name by its duly authorized officer.

                                           SOUTHERN COMMUNITY BANK


                                           By:
                                              --------------------------------
                                                       John G. Squires
                                           Title:   Chief Executive Officer

                                           Date:
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