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                                                                   EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                                  MADISON BANK
                                       AND
                                 DAVID PAETZOLD

        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 31st day of
May 2000, by and between MADISON BANK, a Florida chartered commercial bank (the
"Employer" or the "Bank") and David Paetzold ("Employee"). Employer and Employee
are collectively referred to herein as the "Parties."

                                    RECITALS

        WHEREAS, the Bank wishes to retain Employee as its Executive Vice
President/Senior Loan Officer to perform the duties and responsibilities as are
described in this Agreement and as the Bank's Board of Directors ("Board") may
assign to Employee from time to time; and

        WHEREAS, Employee desires to become employed by the Bank and to serve as
the Bank's Executive Vice President/Senior Loan Officer in accordance with the
terms and provisions of this Agreement.

        NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:

                                 OPERATIVE TERMS

        1. EMPLOYMENT AND TERM. The Bank shall employ Employee and Employee
shall be employed pursuant to the terms of this Agreement to perform the
services specified in Section 2 herein. The initial term of employment shall be
for a period of 12 months, commencing on November 1, 1999 (the "Effective
Date"). Upon each new day of the 12 month period of employment from the
Effective Date until the employee's 65 birthday, the term of this Agreement
shall be automatically extended for one additional day, to be added to the end
of the then-existing 12 month term. Accordingly, at all times prior to (i) the
employee's attaining age 65 and (ii) a notice of employment termination (or an
actual termination), the term of this Agreement shall be 12 full months.
However, either Party may terminate this Agreement by giving the other Party
written notice of intent not to renew.

        The Board shall, on an annual basis, review Employee's performance and
this Agreement. The automatic extensions of the term of this Agreement shall
immediately be suspended upon an employment termination by reason of death or
disability or retirement, or an employment termination made voluntarily by the
Employee (other than for Good Reason as defined in Section 9[d], or
involuntarily for Cause as defined in Section 9[b]).

        In the event the Employee gives notice of employment termination, the
Bank may elect, at its sole option, to have the term of this Agreement expire
immediately or upon the 30th day following the delivery to the Employer of such
notice of employment termination. Except as otherwise provided in the following
paragraph with respect to a voluntary termination for Good Reason, a voluntary
employment termination by the Employee shall result in the termination of the
rights and obligations of the Parties under this Agreement; provided, however,
that the terms and provisions of Section 12, 13, 14, 15, 16 and 18 shall
continue to apply.


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        In the event the Bank desires to involuntarily terminate the Employee's
employment (for purposes of this Agreement, a voluntary employment termination
by the Employee for Good Reason shall be treated as an involuntary termination
of the employee's employment without Cause), the Bank shall deliver to the
Employee a notice of employment termination, and the following provisions shall
apply:

           (a) In the event the involuntary termination is for Cause or due to
           illness or incapacity pursuant to Section 7 herein, this Agreement
           shall terminate immediately upon delivery to the Employee of such
           notice of termination. Such a termination for Cause shall result in
           the termination of all rights and obligations of the Parties under
           this Agreement, with the exception of Sections 13, 14, 15, 16 and 18.

           (b) In the event the involuntary termination is without Cause, the
           Employee shall be entitled to receive the severance benefits set
           forth in Section 9(f) herein and will remain subject to the
           provisions of Sections 13, 14, 15, 16 and 18 herein.

        2. POSITION, RESPONSIBILITIES AND DUTIES. During the term of this
Agreement, Employee shall serve in the following capacities and shall fulfill
the following responsibilities and duties:

           (a) SPECIFIC DUTIES: Employee shall serve as the Bank's Executive
           Vice President/Senior Loan Officer, through election by the Board. In
           such capacity, Employee shall have the same powers, duties and
           responsibilities of supervision and management of the Bank usually
           accorded to an Executive Vice President/Senior Loan Officer of
           similar financial institutions. In addition, Employee shall use his
           best efforts to perform the duties and responsibilities enumerated in
           this Agreement and any other duties assigned to Employee by the Board
           and to utilize and develop contacts and customers to enhance the
           business of the Bank, including but not limited to:

               (i)    managing Bank lending personnel;

               (ii)   keeping the President of the Bank and the Board informed
                      of important developments concerning the Bank's lending
                      and credit administration activities, industry
                      developments and regulatory initiatives affecting the
                      Bank;

               (iii)  maintaining adequate expense records relating to
                      Employee's activities on behalf of the Bank;

               (iv)   recommending marketing efforts to increase the lending
                      business of the Bank;

               (v)    supervising all Bank lending and credit administration
                      activities; and

               (vi)   coordinating with the Bank's President to the extent
                      necessary to further the business of the Bank, keeping in
                      compliance with government laws and regulations and
                      otherwise keeping the bank in as good a financial and
                      legal posture as possible.



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           (b) GENERAL DUTIES: During the term of this Agreement, and except for
           illness, vacation periods and leaves of absences, Employee shall
           devote all of his working time, attention, skill and best efforts to
           accomplish and faithfully perform all of the duties assigned to
           Employee on a full-time basis. Employee shall, at all times, conduct
           himself in a manner that will reflect positively upon the Bank.
           Employee shall obtain such licenses, certificates, accreditations and
           professional memberships and designations as the Bank may reasonably
           require. Employee shall join and maintain membership in such social
           and civic organizations as Employee or the Board deems appropriate to
           foster the Bank's contacts and business network in the community.

        3. COMPENSATION. During the term of this Agreement, Employee shall be
compensated as follows:

           (a) BASE SALARY: Employee shall receive an annual salary of $100,000
           (the "Base Salary") payable in accordance with the Bank's standard
           payroll practices. Employer may adjust the Base Salary from time to
           time based upon the Board's evaluation of Employee's performance. In
           no event, however, will the Base Salary be reduced without Employee's
           written concurrence.

           (b) INCENTIVE COMPENSATION AND BONUS: Employee shall be entitled to
           participate in any incentive compensation plans adopted by the Bank.
           In addition, Employee may be paid an annual bonus of up to 12% of the
           Base Salary upon Employee achieving certain performance goals. Such
           performance goals are to be mutually agreed upon by the Bank and
           Employee by December 31, 1999.

           (c) RELOCATION EXPENSES: The Bank shall advance to Employee packing,
           moving and out-of-pocket expenses for up to $7,000 ("Moving
           Expenses"). In the event Employee leaves the employ of the Bank
           within five months of the Effective Date, Employee shall refund the
           advanced Moving Expenses to the Bank within 30 days of termination.
           For each month thereafter that Employee remains employed by the Bank,
           the amount of required repayment shall be reduced by $1,000 per
           month.

           (d) STOCK OPTIONS: Employee shall be entitled under this Agreement,
           and Employer hereby agrees to grant Employee incentive stock options
           to acquire 10,000 shares of Employer's common stock, effective as of
           the Effective Date, pursuant to the terms of the Bank's 1998 Key
           Employee Stock Compensation Program and subject to the following
           conditions:

               (i)    Options shall be vested in five equal installments of
                      2,000 shares each. The first such vesting shall occur on
                      the first anniversary of the Effective Date, and annually
                      on each anniversary of the Effective Date for four
                      additional years.

               (ii)   Each installment may be exercised in full or in part at
                      anytime following the vesting date for a period of five
                      years from such date at which time any unexercised options
                      shall expire.

               (iii)  The stock option exercise price shall be the fair market
                      value of a share of Bank stock on the date of grant to be
                      determined based upon the last recorded trade of Bank
                      stock prior to the Effective Date.



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               (iv)   In the event of a Change-in-Control, as defined in Section
                      9(e) herein, any options not yet vested pursuant to
                      subsection (i) of this Section shall be automatically
                      vested on the day immediately preceding the effective date
                      of the Change-in-Control occurrence.

        4. PAYMENT OF BUSINESS EXPENSES. Employee is authorized to incur
reasonable expenses in performing his duties. Employer will reimburse Employee
for authorized expenses, according to the Bank's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.

        5. VACATION. Employee is entitled to three weeks paid vacation time per
year on a non-cumulative basis. Employee must be employed with the Bank for six
months before being eligible to take any vacation time. All vacation time must
be scheduled with advance notice to and coordination with the President of the
Bank.

        6. FRINGE BENEFITS.

           (a) MEDICAL BENEFITS: Employee is entitled to participate in all
           medical and health care benefit plans provided by the Bank for its
           employees.

           (b) CLUB MEMBERSHIPS AND EDUCATION: Employer will reimburse Employee
           for membership dues for joining service organizations such as the
           Rotary Club or Kiwanis Club. Employer will also reimburse Employee
           for admission or attendance fees for educational meetings or seminars
           offered by such organizations as BAI or FBA.

        7. ILLNESS/INCAPACITY. Employee shall be paid his full Base Salary for
any period of his illness or incapacity: provided that such illness or
incapacity does not render Employee unable to perform his duties under this
Agreement for a period longer than three consecutive months. At the end of such
three-month period, Employer may terminate Employee's employment and this
Agreement.

        8. DEATH DURING EMPLOYMENT. In the event of Employee's death during the
term of this Agreement, Employer's obligation to Employee shall be limited to
the portion of Employee's compensation which would be payable up to the first
working day of the first month after Employee's death, except that any
compensation payable to Employee under any benefit plan maintained by Employer
will be paid pursuant to its terms.

        9. TERMINATION.

           (a) ILLNESS, INCAPACITY OR DEATH: This Agreement shall terminate upon
           Employee's illness, incapacity or death in accordance with the
           provisions of Sections 7 and 8 herein.

           (b) TERMINATION FOR CAUSE: The Employer shall have the right, at any
           time, upon prior written notice of termination satisfying the
           requirements of Section 11 herein, to terminate the Employee's
           employment hereunder, including termination for Cause. For the
           purpose of this Agreement, termination for "Cause" shall mean
           termination for personal dishonesty, incompetence, misconduct or
           conduct which negatively reflects upon the Bank, breach of fiduciary
           duty, failure to perform the duties stated in this Agreement,
           violation of any law, rule or regulation (other than minor traffic
           violations or similar offenses), violation of a final
           cease-and-desist order, personal default on indebtedness which is not
           corrected within 30 days from the date of default. In the event



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           Employee is terminated for Cause, Employee shall have no right to
           compensation or other benefits for any period after such date of
           termination.

           (c) INVOLUNTARY TERMINATION: If the Employee is terminated by
           Employer other than for Cause or in connection with a
           Change-in-Control of the Bank (as defined in Section 9[e] herein),
           Employee's right to compensation and other benefits under this
           Agreement shall be as set forth in Section 9(f)(i) herein. In the
           event the Employee is terminated by Employer in connection with a
           Change-in-Control of the Bank, Employee's right to compensation and
           other benefits under this Agreement shall be as set forth in Section
           9(f)(ii) herein.

           (d) TERMINATION FOR GOOD REASON: Employee may terminate his
           employment hereunder for Good Reason. For purposes of this Agreement,
           "Good Reason" shall mean (i) a failure by the Bank to comply with any
           material provision of this Agreement, which failure has not been
           cured within 20 days after a notice of such noncompliance has been
           given by the Employee to the Bank; or (ii) subsequent to a
           Change-in-Control as defined in Section 9(e) herein and without the
           Employee's express written consent, any of the following shall occur:
           the assignment to the Employee of any duties inconsistent with the
           Employee's position, duties, responsibilities and status with the
           Bank immediately prior to a Change-in-Control of the Bank; or the
           transfer of the Employee to any location outside of the county in
           which Employee was working immediately prior to the
           Change-in-Control.

           (e) CHANGE-IN-CONTROL: "Change-in-Control" is defined herein to mean
           an event where a person: (i) directly or indirectly, or acting
           through one or more other persons, owns, controls or has power to
           vote more than 50% of any class of the then outstanding voting
           securities of the Bank; or (ii) controls in any manner the election
           of the directors of the Bank. For purposes of this Agreement, a
           Change-in-Control" shall be deemed not to have occurred in connection
           with a reorganization, consolidation, or merger of the Bank where the
           stockholders of the Bank, immediately before the consummation of the
           transaction, will own over 50% of the total combined voting power of
           all classes of stock entitled to vote of the surviving entity
           immediately after the transaction.

           (f) SEVERANCE PAYMENT:

               (i)    If the Employee shall terminate his employment for Good
                      Reason as defined in of Section 9(d) herein, or if the
                      Employee is terminated by the Bank for other than Cause
                      pursuant to Section 9(c) herein, then in lieu of any
                      further salary payments to the Employee for periods
                      subsequent to the date of termination, the Employee shall
                      be paid, as severance, six months Base Salary plus any
                      bonus which the Employee would have been entitled to
                      hereunder;

               (ii)   In the event Employee's employment is terminated as a
                      result of a Change-in-Control or a Change-in-Control of
                      the Bank occurs within 12 months of the Employees'
                      involuntary termination or termination for Good Reason,
                      Employee shall be entitled to a severance payment equal to
                      his current Base Salary plus any incentive compensation or
                      bonus which the Employee would have been entitled to
                      hereunder.



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            Any payment under Section 9(f)(i) and 9(f)(ii) shall be made in
            substantially equal semi-monthly installments on the 15th and last
            days of each month until paid in full.

        10. REQUIRED PROVISIONS BY REGULATION. Employer and Employee acknowledge
that the laws and regulations governing the Parties require that certain
provisions be provided in each employment agreement with officers and employees
of the Bank. The Parties agree to be bound by the following provisions:

           (a) SUSPENSION/TEMPORARY PROHIBITION: If the Employee is suspended
           and/or temporarily prohibited from participating in the conduct of
           the Bank's affairs by a notice served under Section 655.037 Florida
           Statutes or under Section 8(e) or (g)(1) of the Federal Deposit
           Insurance Act [12 U.S.C. ss.1818(e)(3) and (g)(1)] the Bank's
           obligations under this Agreement shall be suspended as of the date of
           such service unless stayed by appropriate proceedings. If the charges
           and the notice are dismissed, the Bank may in its discretion:

               (i)    pay the Employee all or part of his compensation withheld
                      while the obligations under this Agreement are suspended;
                      and

               (ii)   reinstate (in whole or part) any of the Bank's obligations
                      which were suspended.

           (b) PERMANENT PROHIBITION: If the Employee is removed and/or
           permanently prohibited from participating in the conduct of the
           Bank's affairs by an order issued under Section 655.037 Florida
           Statutes or Section 8(e)(4) or (g)(1) of the Federal Deposit
           Insurance Act [12 U.S.C. ss.1818(e)(4) or (g)(1)], all of the Bank's
           obligations under this Agreement shall terminate as of the effective
           date of the order, but the Employee's vested rights, if any shall not
           be affected.

           (c) DEFAULT UNDER FDIA: If the Bank is in default [as defined in
           Section 3(x)(1) of the Federal Deposit Insurance Act], all
           obligations under this Agreement shall terminate as of the date of
           default, but this subsection of this Agreement shall not affect the
           Employee's vested rights if any.

           (d) REGULATORY TERMINATION: All obligations under this Agreement
           shall be terminated, except to the extent that a determination has
           been made that continuation of this Agreement is necessary for
           continued operation of the Bank:

               (i)    by the Director or his or her designee, at the time the
                      Federal Deposit Insurance Corporation ("FDIC") enters into
                      an agreement to provide assistance to or on behalf of the
                      Bank under the authority contained in Section 13(c) of the
                      Federal Deposit Insurance Act; or

               (ii)   by the Department or the Director or his or her designee,
                      at the time the Department or the Director or his or her
                      designee approves a supervisory merger to resolve problems
                      related to operation of the Bank or when the Bank's
                      determined by the Director to be in unsafe or unsound
                      condition.



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                      Any of the Employee's rights that have already vested,
                      however, shall not be affected by such action. For
                      purposes of this subsection of this Agreement, the term
                      "Director" shall mean the Director of the FDIC.

        11. NOTICE OF TERMINATION.

            (a) EMPLOYEE'S NOTICE: Employee shall have the right, upon prior
            written notice of termination of not less than 30 days, to terminate
            his employment hereunder. In such event, Employee shall have no
            right after the date of termination to compensation or other
            benefits as provided in this Agreement, unless such termination is
            for "Good Reason", as defined in Section 9(d) herein. If the
            Employee provides a notice of termination for Good Reason, the date
            of termination shall be the date on which the notice of termination
            is given.

            (b) SPECIFICITY: Any termination of the Employee's employment by the
            Bank or by Employee shall be communicated by written notice of
            termination to the other Party hereto. For purposes of this
            Agreement, a "notice of termination" shall mean a dated notice which
            shall: (i) indicate the specific termination provision in the
            Agreement relied upon; (ii) set forth in reasonable detail the facts
            and circumstances claimed to provide a basis for termination of the
            Employee's employment under the provision so indicated; and (iii)
            set forth the date of termination, which shall be not less than 30
            days nor more than 45 days after such notice of termination is
            given, except in the case of the Bank's termination of the
            Employee's employment for Cause, in which case date of termination
            shall be the date such notice of termination is given.

           (c) DELIVERY OF NOTICES: All notices given or required to be given
           herein shall be in writing, sent by United States first-class
           certified or registered mail, postage prepaid, by way of overnight
           carrier or by hand delivery. If to the Employee (or to the Employee's
           spouse or estate upon the Employee's death) notice shall be sent to
           Employee's last-known address, and if to Employer, notice shall be
           sent to the corporate headquarters. All such notices shall be
           effective five days after having been deposited in the mail if sent
           via first-class certified or registered mail, or upon delivery if by
           hand delivery or sent via overnight carrier. Either Party, by notice
           in writing, may change or designate the place for receipt of all such
           notices.

        12. POST-TERMINATION OBLIGATIONS. Employer shall pay to Employee such
compensation as is required pursuant to this Agreement; provided, however, any
such payment shall be subject to Employee's post-termination cooperation. Such
cooperation shall include the following:

               (i)    Employee shall furnish such information and assistance as
                      may be reasonably required by Employer in connection with
                      any litigation or settlement of any dispute between
                      Employer, a customer and/or any other third parties
                      (including without limitation serving as a witness in
                      court or other proceedings);

               (ii)   Employee shall provide such information or assistance to
                      Employer in connection with any regulatory examination by
                      any state or federal regulatory agency;



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               (iii)  Employee shall keep the Bank's trade secrets and other
                      proprietary or confidential information secret to the
                      fullest extent practicable, subject to compliance with all
                      applicable laws.

        Upon submission of proper receipts, Employer shall promptly reimburse
Employee for any reasonable expenses in current by Employee in complying with
the provisions of this Section.

        13. INDEBTEDNESS. If during the term of this Agreement, Employee becomes
indebted to the Bank for any reason, the Bank may, at its election, set off and
collect any sums due Employee out of any amounts which the Bank may owe Employee
from his Base Salary or other compensation. Furthermore, upon the termination of
this Agreement, all sums owed by Employee shall become immediately due and
payable. Employee shall pay all expenses and attorney's fees actually or
necessarily incurred by the Bank in connection with any collection proceeding
for Employee's indebtedness to us. Notwithstanding any of the foregoing, any
indebtedness to us secured by a mortgage on Employee's residence shall not be
subject to the foregoing provisions, and shall be governed by the loan documents
evidencing such indebtedness.

        14. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee
shall use his best efforts and utmost diligence to guard and protect all of the
Bank's trade secrets and confidential information. Employee shall not, either
during the term or after termination of this Agreement, for whatever reason,
use, in any capacity, or divulge or disclose in any manner, to any Person, the
identity of the Bank's customers, or its customer lists, methods of operation,
marketing and promotional methods, processes, techniques, systems, formulas,
programs or other trade secrets or confidential information relating to the
Bank's business. Upon termination of this Agreement or Employee's employment,
for any reason, Employee shall immediately return and deliver to the Bank all
records and papers and all matters of whatever nature which bear trade secrets
or confidential information relating to the Bank.

        15. COMPETITIVE ACTIVITIES.

            (a) LIMITATION ON OUTSIDE ACTIVITIES: Employee agrees that during
            the term of this Agreement, except with the express consent of the
            Board, Employee will not, directly or indirectly, engage or
            participate in, become a director of, or render advisory or other
            services for, or in connection with, or become interested in, or
            make any financial investment in any firm, corporation, business
            entity or business enterprise competitive with or to any business of
            the Bank; provided, however, that Employee shall not be precluded or
            prohibited from owning passive investments, including investments in
            the securities of other financial institutions, so long as such
            ownership does not require Employee to devote substantial time to
            management or control of the business or activities in which
            Employee has invested.

            (b) AGREEMENT NOT TO COMPETE: Employee acknowledges that by virtue
            of his employment with the Bank, Employee will acquire an intimate
            knowledge of the activities and affairs of the Bank, including trade
            secrets and other confidential matters. Employee, therefore, agrees
            that during the term of this Agreement, and for a period of six
            months (in the event Employee does not receive severance
            compensation) or 12 months (in the event Employee does receive
            severance compensation) following the termination of Employee's
            employment hereunder, Employee shall



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            not become employed, directly or indirectly, whether as an Employee,
            independent contractor, consultant, or otherwise, with a
            federally-insured financial institution located in, or with any
            business enterprise, business entity or Person whose intent is to
            organize another financial institution in Pinellas County, Florida.

            Employee further agrees that for a period of 12 months following the
            termination of Employee's employment hereunder for any reason,
            Employee shall not directly or indirectly solicit the business of
            any then current customer of the Bank, regardless of whether or not
            Employee was responsible for generating such customer's business for
            the Bank. This restriction shall apply to both loan customers and
            depositors of the Bank.

            Employee hereby agrees that the duration of the anticompetitive
            covenant set forth herein is reasonable, and its geographic scope is
            not unduly restrictive.

        16. REMEDIES FOR BREACH.

            (a) ARBITRATION: The Parties agree that, except for the specific
            remedies for Injunctive Relief as contained in Section 16(b) and
            other equitable relief, any controversy or claim arising out of or
            relating to this Agreement, or any breach thereof, including,
            without limitation, any claim that this Agreement or any portion
            thereof is invalid, illegal or otherwise voidable, shall be
            submitted to binding arbitration before and in accordance with the
            Rules of the American Arbitration Association and judgment upon the
            determination and/or award of such arbitrator may be entered in any
            court having jurisdiction thereof; provided, however, that this
            clause shall not be construed to permit the award of punitive
            damages to either Party. The prevailing Party to said arbitration
            shall be entitled to an award of reasonable attorneys' fees. The
            venue for arbitration shall be in Pinellas County, Florida.

            (b) INJUNCTIVE RELIEF: The Parties acknowledge and agree that the
            services to be performed by Employee are special and unique and that
            money damages cannot fully compensate Employer in the event of
            Employee's violation of the provisions of Section 15 of this
            Agreement. Thus, in the event of a breach of any of the provisions
            of such Section, Employee agrees that Employer, upon application to
            a court of competent jurisdiction, shall be entitled to an
            injunction restraining Employee from any further breach of the terms
            and provision of such Section. Should Employer prevail in an action
            seeking an injunction restraining Employee, Employee shall pay all
            costs and reasonable attorneys fees incurred by Employer in and
            relating to obtaining such injunction. Such injunctive relief may be
            obtained without bond and Employee's sole remedy, in the event of
            the entry of such injunction, shall be the dissolution of such
            injunction. Employee hereby waives any and all claims for damages by
            reason of the wrongful issuance of any such injunction.

            (c) CUMULATIVE REMEDIES: Notwithstanding any other provision of this
            Agreement, the injunctive relief described in Section 16(b) herein
            and all other remedies provided for in this Agreement which are
            available to Employer as a result of Employee's breach of this
            Agreement,



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            are in addition to and shall not limit any and all remedies existing
            at or in equity which may also be available to Employer.

        17. ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, his heirs, assigns,
executors, and personal representatives, and to the Bank, and to the extent
applicable, its successors, and assigns, including, without limitation, any
person, partnership, or corporation which may acquire all or substantially all
of the Bank's assets and business, or with or into which the Bank may be
consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 10(c) and 10(d) herein.

        18. MISCELLANEOUS.

            (a) AMENDMENT OF AGREEMENT: Unless as otherwise provided herein,
            this Agreement may not be modified or amended except in writing
            signed by the Parties.

            (b) CERTAIN DEFINITIONS: For purposes of this Agreement, the
            following terms whenever capitalized herein shall have the following
            meanings:

               (i)    "Person" shall mean any natural person, corporation,
                      partnership (general or limited), trust, association or
                      any other business entity.

               (ii)   "Attorneys' Fees" shall include the legal fees and
                      disbursements charged by attorneys and their related
                      travel and lodging expenses, court costs, paralegal fees,
                      etc. incurred in settlement, trial, appeal or in
                      bankruptcy proceedings.

            (c) HEADINGS FOR REFERENCE ONLY: The headings of the Sections and
            the Subsections herein are included solely for convenient reference
            and shall not control the meaning of the interpretation of any of
            the provisions of this Agreement.

            (d) GOVERNING LAW/JURISDICTION: This Agreement shall be construed in
            accordance with and governed by the laws of the State of Florida.
            Any litigation involving the Parties and their rights and
            obligations hereunder shall be brought in the appropriate court in
            Pinellas County, Florida.

            (e) SEVERABILITY: If any of the provisions of this Agreement shall
            be held invalid for any reason, the remainder of this Agreement
            shall not be affected thereby and shall remain in full force and
            effect in accordance with the remainder of its terms.

            (f) ENTIRE AGREEMENT: This Agreement and all other documents
            incorporated or referred to herein, contain the entire agreement of
            the Parties and there are no representations, inducements or other
            provisions other than those expressed in writing herein. This
            Agreement amends, supplants and supersedes any and all prior
            agreements between the Parties. No modification, waiver or discharge
            of any provision or any breach of this Agreement shall be effective
            unless it is



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            in writing signed by both Parties. A Party's waiver of the other
            Party's breach of any provision of this Agreement, shall not
            operate, or be construed, as a waiver of any subsequent breach of
            that provision or of any other provision of this Agreement.

            (g) WAIVER: No course of conduct by Employer or Employee and no
            delay or omission of Employer or Employee to exercise any right or
            power given under this Agreement shall: (i) impair the subsequent
            exercise of any right or power, or (ii) be construed to be a waiver
            of any default or any acquiescence in or consent to the curing of
            any default while any other default shall continue to exist, or be
            construed to be a waiver of such continuing default or of any other
            right or power that shall theretofore have arisen. Any power and/or
            remedy granted by law and by this Agreement to any Party hereto may
            be exercised from time to time, and as often as may be deemed
            expedient. All such rights and powers shall be cumulative to the
            fullest extent permitted by law.

            (h) PRONOUNS: As used herein, words in the singular include the
            plural, and the masculine include the feminine and neuter gender, as
            appropriate.

            (i) RECITALS: The Recitals set forth at the beginning of this
            Agreement shall be deemed to be incorporated into this Agreement by
            this reference as if fully set forth herein, and this Agreement
            shall be interpreted with reference to and in light of such
            Recitals.

        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.



EMPLOYEE                            MADISON BANK



/s/ DAVID PAETZOLD                  BY: /s/ ROBERT B. McGIVNEY
------------------------------          ----------------------------------------
David Paetzold                             Robert B. McGivney
                                           President and Chief Executive Officer


/s/ ARLENE V. PHILLIPS                  /s/ ARLENE V. PHILLIPS
------------------------------          ----------------------------------------
Witness                                    Witness

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