10.1    Employment Agreement

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EMPLOYMENT AGREEMENT

This
Employment Agreement (the Agreement) is entered into this
14th day of April, 2004 (the Effective Date), by and among
First Capital Bank Holding Corporation, a Florida corporation (the
Company), First National Bank of Nassau County, a national bank
organized under the laws of the United States (the Bank) (the Company
and the Bank are collectively referred to herein as the Employer), and
Michael G. Sanchez (the Executive).

WHEREAS,
Employer desires to employ Executive and Executive desires to be employed by Employer; and

WHEREAS, Executive
previously entered into that certain Transition Employment Agreement with Employer dated
May 21, 2003 (the Original Agreement), and now Employer and Executive
are willing to enter into this Agreement to supercede and replace the Original Agreement
in consideration of the agreements set forth below; and

WHEREAS,
the parties intend to supersede all prior correspondence, letters, memoranda of
understanding, and negotiations between them with the terms set forth herein;

NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree that on the
Effective Date:

1.    
          Interpretation with Other Agreements. This Agreement is the only
          agreement between Executive and Employer with respect to the terms and
          conditions of Executives employment with Employer. However, the following
          other agreements (or portions of other agreements) shall remain in effect
          between Employer and Executive: (i) the Stock Option Agreement between Executive
          and the Company dated May 26, 1999; (ii) the Stock Purchase Warrant to Purchase
          Shares of Common Stock dated May 26, 1999; and the (iii) Mutual Release set
          forth in §10 of the Original Agreement.

2.    
          Employment. The Employer shall continue to employ the Executive, and the
          Executive shall continue to serve the Employer, as President and Chief Executive
          Officer upon the terms and conditions set forth herein. The Executive shall have
          such authority and responsibilities as are consistent with his position and
          which may be set forth in this Agreement or assigned by the Board of Directors
          of the Company or the Bank (each a Board of Directors) from
          time to time. The Executive shall devote his full business time, attention,
          skill and efforts to the performance of his duties hereunder, except during
          periods of illness or periods of vacation and leaves of absence consistent with
          the Employers policy. The Executive may devote reasonable periods of time
          to perform charitable and other community activities and to manage his personal
          investments; provided, however, that such activities will not
          materially interfere with the performance of his duties hereunder and will not
          be in conflict

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or competitive with, or adverse to, the interests of the
          Employer. Under no circumstances will the Executive work for any competitor or
          have any financial interest in any competitor of the Employer; provided,
          however, that the Executive may invest in up to 1% of the publicly-traded stock
          or securities of any company whose stock or securities are traded on a national
          exchange.

3.    
          Term. Unless earlier terminated as provided herein, the Executives
          employment under this Agreement shall commence on the date hereof and be for a
          term (the Term) of five years. Upon the expiration of the
          Term (and successive one year terms), if this Agreement is not terminated by
          either party at least than 90 days before it would expire, it shall
          automatically renew for successive one year extensions until terminated as set
          forth in this paragraph or elsewhere in this Agreement.

4.    
          Compensation and Benefits.

a.       
          Salary. Employer shall pay the Executive a base salary at a rate of
          $150,000 per annum. The Board (or an appropriate committee of the Board) shall
          review the Executives base salary at least annually, focusing primarily
          upon the Banks size and performance, and the Board may increase the
          Executives base salary if the Board determines in its sole discretion that
          an additional increase is appropriate

b.       
          Bonus. Within 30 days of the filing of Employers Form 10-K for a
          given fiscal year during the Term, the Executive shall be eligible to receive a
          cash bonus equaling up to 5% of the net pretax income of the Bank (determined in
          accordance with generally accepted accounting principals), provided that, (i)
          the overall condition of the Bank must be satisfactory in the most
          recent report of the Bank released by the Office of the Comptroller of the
          Currency; (ii) the Banks most recent Uniform Financial Institution Rating
          shall be at least 2"; and (iii) the Bank shall be well
          capitalized (the Bonus Plan). If, and only if, Employer
          provides a deferred compensation plan acceptable to Executive by June 1, 2004,
          then any bonus paid under the Bonus Plan as set forth in this paragraph shall
          not exceed 50% of Executives then current base salary.

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c.       
          Insurance. During the Term, Employer shall pay for the premiums necessary
          to maintain the Executives life insurance policy identified as policy
          number ________, in the amount of $1,000,000, with Executives estate being
          the beneficiary of 50% of the proceeds and Employer being the beneficiary of 50%
          of the proceeds. Additionally, Employer shall pay for the premiums on
          Executives Long Term Disability insurance policy in existence on the date
          hereof identified as policy number ___________.

d.       
          Company Car. During the Term, Executive shall be entitled to the use of
          an automobile supplied by Employer. The automobile shall be of a size and
          quality mutually agreed upon by the parties and consistent with the make and
          quality of the automobile used by the Executive on the date hereof, and
          Executive shall not be required to use such vehicle for a period to exceed three
          years from the purchase date.

e.       
          Stock Options. The Executive shall continue to be eligible to participate
          in the Banks long-term equity incentive program and be eligible for the
          grant of stock options, restricted stock, and other awards thereunder or under
          any similar plan adopted by the Company, provided that the grant of any such
          awards is not required by this Agreement. Nothing herein shall be deemed to
          preclude the granting to the Executive of warrants or options under a director
          option plan in addition to the options granted hereunder.

f.       
          Other Benefits. Except as set forth in Sections 4 (c) through (e) above,
          the Executive shall participate in any other retirement, welfare, deferred
          compensation, life and health insurance, and other benefit plans or programs of
          the Employer now or hereafter applicable to the Executive or applicable
          generally to employees of the Employer, as determined by the Board of Directors
          of the Company.

g.       
          Expenses. The Employer shall continue to reimburse the Executive for
          reasonable travel and other expenses related to the Executives duties
          which are incurred and accounted for in accordance with the Employers
          standard business practices.

5.       
          Termination.

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a.       
          The Executives employment under this Agreement may be terminated prior to
          the end of the Term only as follows:

|(i) | upon the death of the Executive;
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|(ii) | upon the disability of the Executive for a period of 90 days which, in the
          opinion of the Board of Directors, renders him unable to perform the essential
          functions of his job and for which reasonable accommodation is unavailable. For
          purposes of this Agreement, a disability is defined as a physical or
          mental impairment that substantially limits one or more major life activities,
          and a reasonable accommodation is one that does not impose an undue
          hardship on the Employer;
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|(iii) | upon the determination of Cause for termination, in which event such employment
          may be terminated by written notice at the election of the Employer. For
          purposes of this Agreement, Cause shall consist of any of (A)
          the commission by the Executive of a willful act (including, without limitation,
          a dishonest or fraudulent act) or a grossly negligent act, or the willful or
          grossly negligent omission to act by the Executive, which is intended to cause,
          causes, or is reasonably likely to cause material harm to the Employer
          (including harm to its business reputation); (B) the indictment of the Executive
          for the commission or perpetration by the Executive of any felony or any crime
          involving dishonesty, moral turpitude or fraud; (C) the material breach by
          the Executive of this Agreement that, if susceptible of cure, remains uncured 10
          days following written notice to the Executive of such breach; (D) the
          exhibition by the Executive of a standard of behavior within the scope of his
          employment that is materially disruptive to the orderly conduct of the
          Employers business operations (including, without limitation, substance
          abuse or sexual misconduct) to a level which, in the Board of Directors
          good faith and reasonable judgment, is materially detrimental to the
          Employers best interest, that, if susceptible of cure, remains uncured 10
          days following written notice to the Executive of such specific inappropriate
          behavior; (E) the receipt of any form of notice, written or otherwise, that any
          regulatory agency having jurisdiction over the Employer intends to institute any
          form of formal or informal (e.g., a memorandum of understanding which
          relates to the Executives performance) regulatory action against the
          Executive or the Employer if the Board of Directors in good faith determines
          that the subject matter of such action involves acts or omissions by or under
          the supervision of the Executive or that termination of the Executive would
          advance the Employers compliance with the purpose of the action or would
          assist the Employer in avoiding or reducing the restrictions or adverse effects
          to the Employer related to the regulatory action; or (F) the failure of the
          Executive to render the services hereunder in accordance with an appropriate
          performance standard determined in the sole discretion of the Board of
          Directors;
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|(iv) | by the Executive for Good Reason at any time; or
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|(v) | by written notice by either the Executive or the Employer (termination
          Without Cause).
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b.       
          If the Executives employment is terminated because of the Executives
          death, the Executives estate shall receive any sums due him as base salary
          and/or reimbursement of expenses through the end of the month during which death
          occurred, plus any bonus earned or accrued under the Bonus Plan through the date
          of death (including any amounts awarded for previous years but which were not
          yet vested) and a pro rata share of any bonus with respect to the
          current fiscal year which had been earned as of the date of the Executives
          death.

c.       
          During the period of any incapacity leading up to the termination of the
          Executives employment as a result of disability, the Employer shall
          continue to pay the Executive his full base salary at the rate then in effect
          and all perquisites and other benefits (other than any bonus) until the
          Executive becomes eligible for benefits under any long-term disability plan or
          insurance program applicable to the Executive (regardless of whether the policy
          is maintained by the Employer), provided that the amount of any such payments to
          the Executive shall be reduced by the sum of the amounts, if any, payable to the
          Executive for the same period under such disability benefit or pension plan.
          Furthermore, the Executive shall receive any bonus earned or accrued under the
          Bonus Plan through the date of incapacity (including any amounts awarded for
          previous years but which were not yet vested) and a pro rata share
          of any bonus with respect to the current fiscal year which had been earned as of
          the date of the Executives incapacity. If Employer does not obtain such a
          policy for Executive pursuant to Section 4.c above, then although Employer may
          relieve Executive of his duties due to incapacity or disability, Employer must
          compensate Executive as if Executive were performing his duties to their fullest
          extent, including bonus and increases in compensation.

d.       
          If the Executives employment is terminated for Cause as provided above, or
          if the Executive resigns (excepting in each instance the circumstances in
          Section 5(f)), the Executive shall receive any sums due him as base salary
          and/or reimbursement of expenses through the date of such termination, but
          Executive will thereby forfeit any rights in any unpaid bonus, including,
          without limitation, any bonus amounts awarded for previous years which were not
          yet vested and any share of any bonus with respect to the current fiscal year
          which had been earned as of the date of such termination or resignation.

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e.       
          If the Executives employment is terminated Without Cause, the Employer
          shall: (i) pay to the Executive severance compensation in an amount equal to
          100% of his then-current monthly base salary each month for 24 months from the
          date of termination, plus any bonus earned or accrued under the Bonus Plan
          through the date of termination and a pro rata share of any bonus
          with respect to the current fiscal year which had been earned as of the date of
          the Executives termination; and (ii) convey to Executive the vehicle then
          provided to him pursuant to this Agreement free of any liens. However, Section
          5(f) shall apply instead of this Section 5(e) to any termination Without Cause
          after a Change in Control.

f.       
          If Executives employment is terminated (a) Upon a Change in Control, for
          any reason upon delivery of notice to the Employer within a 12 month period
          after the occurrence of a Change in Control; (b) for Good Reason pursuant to
          Section 5(a)(iv); or (c) if the Employer terminates the Executive Without Cause
          after a Change in Control, then, in addition to other rights and remedies
          available in law or equity, the Executive shall be entitled to the following (i)
          the Employer shall pay the Executive in cash within 15 days of such termination
          date any sums due him as base salary and/or reimbursement of expenses through
          the date of such termination, plus any bonus earned or accrued under the Bonus
          Plan through the date of termination (including any amounts awarded for previous
          years but which were not yet vested) and a pro rata share of any
          bonus with respect to the current fiscal year which had been earned as of the
          date of the Executives termination (and any forfeiture in other
          restrictive provisions applicable to each award shall not apply); (ii) the
          Employer shall pay the Executive in cash within 15 days of such termination date
          one lump sum payment in an amount equal to 2.99 times the sum of (1) the
          Executives then current annual base salary, and (2) the average bonuses
          paid to Executive during the three preceding fiscal years pursuant to Section
          4(b); (iii) the Employer shall immediately convey to Executive the vehicle then
          provided to him pursuant to this Agreement free of any liens; and (iv) as soon
          as possible, but in no event later than 90 days after such termination, the
          Employer shall cause Executives accrued benefits under the deferred
          compensation plan available to Executive pursuant to Section 4(b) to be paid to
          Executive.

g.       
          With the exceptions of the provisions of this Section 5, and the express terms
          of any benefit plan under which the Executive is a participant, upon termination
          of the Executives employment, the Employer shall have no obligation to the
          Executive for, and the Executive waives and relinquishes, any further
          compensation or benefits (exclusive of COBRA benefits). At the time of
          termination of employment, the Executive shall enter into a form of release
          acknowledging such remaining obligations and discharging the Employer, as well
          as the Employers officers, directors and employees with respect to their
          actions for or on behalf of the Employer, from any other claims or obligations
          arising out of or in connection with the Executives employment by the
          Employer, including the circumstances of such termination.

h.       
          Notwithstanding Section 5(g) of this Agreement, if the Executives
          employment is terminated in accordance with Section 5(e) or (f) of this
          Agreement, Employer shall at its expense continue for a period of 12 months (the
          Continuation Period) on behalf of Executive the benefits
          provided (x) to Executive at any time during the 90-day period prior to the

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Change in Control or at any time thereafter or (y) to other similarly
          situated employees who continue in the employ of Employer during the
          Continuation Period. The coverage and benefits (including deductibles and costs)
          provided during the Continuation Period shall be no less favorable to Executive
          than the most favorable of such coverages and benefits during any of the periods
          referred to in clauses (x) and (y) above. Employers obligation with
          respect to the foregoing benefits shall be limited to the extent that Executive
          obtains any such benefits pursuant to a subsequent employers benefit
          plans, in which case Employer may reduce the coverage of any benefits it is
          required to provide Executive as long as the aggregate coverages and benefits of
          the combined benefit plans is no less favorable to Executive than the coverages
          and benefits required to be provided under this provision. This section shall
          not be interpreted so as to limit any benefits to which Executive may be
          entitled under any of Employers employee benefit plans, programs or
          practices following Executives termination of employment, including
          without limitation, retiree medical and life insurance benefits. Employer shall
          not, by virtue of this provision, be under any obligation to continue to
          maintain any particular plan or program.

i.       
          In the event that the Executives employment is terminated for any reason
          and the Executive serves as a director of the Company, the Employer, or any
          other subsidiary of the Company, the Executive shall (and does hereby) tender
          his resignation from such positions effective as of the date of termination.

j.       
          The parties intend that the severance payments and other compensation provided
          for herein are reasonable compensation for the Executives services to the
          Employer and shall not constitute excess parachute payments within
          the meaning of Section 280G(b) of the Internal Revenue Code of 1986 and any
          regulations thereunder. In the event that the Employers independent
          accountants acting as auditors for the Employer on the date of a Change in
          Control determine that the payments provided for herein constitute excess
          parachute payments, then the Executives compensation payable
          hereunder shall be decreased, so as to equal an amount that is $1.00 less than
          three times the Executives base amount, as that term is
          defined in Section 280G(b) of the Internal Revenue Code.

k.       
          Notwithstanding anything to the contrary herein, if the Executive is suspended
          or temporarily prohibited from participating in the conduct of the
          Employers affairs by a notice served under section 8(e)(3) or (g)(1) of
          Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), the
          Employers obligations under this Agreement shall be suspended as of the
          date of service unless stayed by appropriate proceedings. If the charges in the
          notice are dismissed, the Employer may in its discretion (i) pay the Executive
          all or part of the compensation withheld while the obligations under this
          Agreement were suspended and (ii) reinstate (in whole or in part) any of
          such obligations which were suspended.

l.       
          Notwithstanding anything to the contrary herein, if the Executive is removed or
          permanently prohibited from participating in the conduct of the Employers
          affairs by an order issued under section 8 (e)(4) or (g)(1) of the Federal
          Deposit Insurance Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations of the
          Executive under this Agreement shall terminate as of the effective date of the
          order, but any vested rights of the parties hereto shall not be affected.

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m.       
          Notwithstanding anything to the contrary herein, if the Employer 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 paragraph 5(m) shall not affect any vested rights of the parties hereto.

n              
          Any payments made to the Executive pursuant to this Agreement, or otherwise, are
          subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k)
          and any regulations promulgated thereunder.

6.       
          Ownership of Work Product. The Employer shall own all Work Product
          arising during the course of the Executives employment (prior, present or
          future). For purposes hereof, Work Product shall mean all
          intellectual property rights, including all Trade Secrets, U.S. and
          international copyrights, patentable inventions, and other intellectual property
          rights, in any programming, documentation, technology, work of authorship or
          other work product that relates to the Employer, its business or its customers
          and that Executive conceives, develops, or delivers to the Employer or that
          otherwise arises out of the services provided by the Executive to the Employer
          hereunder, at any time during his employment, during or outside normal working
          hours, in or away from the facilities of the Employer, and whether or not
          requested by the Employer. If the Work Product contains any materials,
          programming or intellectual property rights that the Executive conceived or
          developed prior to, and independent of, the Executives work for the
          Employer, the Executive agrees to identify the pre-existing items to the
          Employer, and the Executive grants the Employer a worldwide, unrestricted,
          royalty-free right, including the right to sublicense such items. The Executive
          agrees to take such actions and execute such further acknowledgments and
          assignments as the Employer may reasonably request to give effect to this
          provision.

7.       
          Protection of Trade Secrets. The Executive agrees to maintain in strict
          confidence and, except as necessary to perform his duties for the Employer, the
          Executive agrees not to use or disclose any Trade Secrets of the Employer or the
          Company during or after his employment. For the purposes hereof, Trade
          Secret means information, including, without limitation, technical or
          non-technical data, a formula, a pattern, a compilation, a program, a device, a
          method, a technique, a process, a drawing, financial data, financial plans,
          product plans, information on customers or a list of actual or potential
          customers or suppliers, which: (i) derives economic value, actual or potential,
          from not being generally known to, and not being readily ascertainable by proper
          means by, other persons who can obtain economic value from its disclosure or
          use; and (ii) is the subject of efforts that are reasonable under the
          circumstances to maintain its secrecy.

8.       
          Protection of Other Confidential Information. In addition, the Executive
          agrees to maintain in strict confidence and, except as necessary to perform his
          duties for the Employer, not to use or disclose any Confidential Business
          Information of the Employer or the Company during his employment and for a
          period of 24 months following termination of the Executives employment.
          Confidential Business Information shall mean any internal,
          non-public information (other than Trade Secrets already addressed above)
          concerning the Employers or the Companys financial position and
          results of operations (including revenues,

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assets, net income, etc.); annual and
          long-range business plans; product or service plans; marketing plans and
          methods; training, educational and administrative manuals; customer and supplier
          information and purchase histories; and employee lists. The provisions of
          Sections 6 and 7 above shall also apply to protect Trade Secrets and
          Confidential Business Information of third parties provided to the Employer
          under an obligation of secrecy.

9.       
          Return of Materials. The Executive shall surrender to the Employer,
          promptly upon its request and in any event upon termination of the
          Executives employment, all media, documents, notebooks, computer programs,
          handbooks, data files, models, samples, price lists, drawings, customer lists,
          prospect data, or other material of any nature whatsoever (in tangible or
          electronic form) in the Executives possession or control, including all
          copies thereof, relating to the Employer, its business, or its customers. Upon
          the request of the Employer, Executive shall certify in writing compliance with
          the foregoing requirement.

10.       
          Restrictive Covenants.

a.       
          No Solicitation of Customers. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not
          (except on behalf of or with the prior written consent of the Employer), either
          directly or indirectly, on the Executives own behalf or in the service or
          on behalf of others, solicit or attempt to solicit Customers to induce or
          encourage them to acquire or obtain from anyone other than the Employer or its
          subsidiaries any product or service competitive with or as a substitute for any
          of the Employers Products. For purposes of this Section,
          Customer refers to any person or group of persons with whom
          the Executive had direct material contact with regard to the selling, delivery,
          or support of the Employers Products, including servicing such
          persons or groups account, during the period of 12 months preceding
          the termination date of Executives employment. The
          Employers Products refers to the products and services
          that the Employer or any of its subsidiaries or affiliates offered or sold
          within six months of the he termination date of Executives employment.
          This restriction does not apply after a Change in Control.

b.       
          No Recruitment of Personnel. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not,
          either directly or indirectly, on the Executives own behalf or in the
          service or on behalf of others, solicit or induce any employee of or consultant
          to the Employer or any of its subsidiaries or affiliates to leave his or her
          position with the Employer (or the subsidiary or affiliate) for the purpose of
          providing banking services to another business, or recruit or attempt to recruit
          such persons to accept employment or any other position with another business
          that is providing banking services. This restriction does not apply after a
          Change in Control.

c.       
          Non-Competition Agreement. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not
          (without the prior written consent of the Employer) compete with the Employer or
          any of its affiliates by, directly or indirectly, forming, serving as an
          organizer, director, officer or employee of, or consultant to, or acquiring or
          maintaining more than a 1% passive investment in, a depository financial
          institution

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or holding company therefor if such depository institution or
          holding company has one or more offices or branches located within a radius of
          35 miles from the Employers headquarters.

d.       
          Independent Provisions. The provisions in each of the above Sections
          10(a), 10(b), and 10(c) are independent, and the unenforceability of any one
          provision shall not affect the enforceability of any other provision.

11.       
          Successors; Binding Agreement. This Agreement shall be binding upon and
          shall inure to the benefit of the Employer and its successors and assigns.
          Neither this Agreement nor any right or interest hereunder shall be assignable
          or transferable by the Executive, his beneficiaries or legal representatives,
          except by will or by the laws of descent and distribution. This Agreement shall
          inure to the benefit of and be enforceable by the Executives legal
          personal representative.

12.       
          Notice. For the purposes of this Agreement, notices and all other
          communications provided for in the Agreement shall be in writing and shall be
          deemed to have been duly given when personally delivered or sent by certified
          mail, return receipt requested, postage prepaid, addressed to the respective
          addresses last given by each party to the other; provided,
          however, that all notices to the Employer shall be directed to the
          attention of the Employer with a copy to the Secretary of the Employer. All
          notices and communications shall be deemed to have been received on the date of
          delivery thereof.

13.       
          Governing Law. This Agreement shall be governed by and construed and
          enforced in accordance with the laws of the State of Florida without giving
          effect to the conflict of laws principles thereof. Any action brought by any
          party to this Agreement shall be brought and maintained in a court of competent
          jurisdiction in State of Florida.

14.       
          Non-Waiver. Failure of the Employer to enforce any of the provisions of
          this Agreement or any rights with respect thereto shall in no way be considered
          to be a waiver of such provisions or rights, or in any way affect the validity
          of this Agreement.

15.       
          Enforcement. The Executive agrees that in the event of any breach or
          threatened breach by the Executive of any covenant contained in Section 7, 8,
          10(a), 10(b), or 10(c) hereof, the resulting injuries to the Employer would be
          difficult or impossible to estimate accurately, even though irreparable injury
          or damages would certainly result. Accordingly, an award of legal damages, if
          without other relief, would be inadequate to protect the Employer. The
          Executive, therefore, agrees that in the event of any such breach, the Employer
          shall be entitled to obtain from a court of competent jurisdiction an injunction
          to restrain the breach or anticipated breach of any such covenant, and to obtain
          any other available legal, equitable, statutory, or contractual relief. Should
          the Employer have cause to seek such relief, no bond shall be required from the
          Employer, and the Executive shall pay all attorneys fees and court costs
          which the Employer may incur to the extent the Employer prevails in its
          enforcement action.

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16.       
          Saving Clause. The provisions of this Agreement shall be deemed severable
          and the invalidity or unenforceability of any provision shall not affect the
          validity or enforceability of the other provisions hereof. If any provision or
          clause of this Agreement, or portion thereof, shall be held by any court or
          other tribunal of competent jurisdiction to be illegal, void, or unenforceable
          in such jurisdiction, the remainder of such provision shall not be thereby
          affected and shall be given full effect, without regard to the invalid portion.
          It is the intention of the parties that, if any court construes any provision or
          clause of this Agreement, or any portion thereof, to be illegal, void, or
          unenforceable because of the duration of such provision or the area or matter
          covered thereby, such court shall reduce the duration, area, or matter of such
          provision, and, in its reduced form, such provision shall then be enforceable
          and shall be enforced.

17.       
          Certain Definitions.

a.    
          Change in Control shall mean the occurrence during the Term
          of any of the following events, unless such event is a result of a Non-Control
          Transaction:

|(i) | The individuals who, as of the date of this Agreement, are members of the Board
               of Directors of the Company (the Incumbent Board) cease for
               any reason to constitute at least 50% of the Board of Directors of the Company;
               provided, however, that if the election, or nomination for
               election by the Companys shareholders, of any new director was approved in
               advance by a vote of at least 50% of the Incumbent Board, such new director
               shall, for purposes of this Agreement, be considered as a member of the
               Incumbent Board; provided, further, that no individual shall be
               considered a member of the Incumbent Board if such individual initially assumed
               office as a result of either an actual or threatened election contest, or other
               actual or threatened solicitation of proxies, proxy contest, or consents by or
               on behalf of any person other than the Board of Directors of the Company,
               including by reason of any agreement intended to avoid or settle any election
               contest or proxy contest.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | An acquisition (other than directly from the Company) of any voting securities
               of the Company (the Voting Securities) by any
               Person (as the term person is used for purposes
               of Section 13(d) or 14(d) of the Exchange Act) immediately after which such
               Person has Beneficial Ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting
               power of the Companys then outstanding Voting Securities; provided,
               however, that in determining whether a Change in Control has occurred,
               Voting Securities which are acquired in a Non-Control Acquisition shall not
               constitute an acquisition which would cause a Change in Control.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | Consummation of: (i) a merger, consolidation, or reorganization involving the
               Company; (ii) a complete liquidation or dissolution of the Company; or (iii) the
               sale or other disposition of all or substantially all of the assets of the
               Company to any Person (other than a transfer to a Subsidiary).
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(iv) | A notice of an application is filed with the Office of Comptroller of the
               Currency (the OCC) or the Federal Reserve Board or any other
               bank or thrift regulatory approval (or notice of no disapproval) is granted by
               the Federal Reserve, the OCC, the Federal Deposit Insurance Corporation, or any
               other regulatory authority for permission to acquire control of the Company or
               any of its banking subsidiaries; provided that if the application is filed in
               connection with a transaction which has been approved by the Board, then the
               Change in Control shall not be deemed to occur until consummation of the
               transaction.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

b.       
          Good Reason shall mean the occurrence after a Change in
          Control of any of the events or conditions described in subsections (i) through
          (viii) hereof:

|(i) | a change in the Executives status, title, position or responsibilities
               (including reporting responsibilities) which, in the Executives reasonable
               judgment, represents an adverse change from his status, title, position or
               responsibilities as in effect at any time within ninety days preceding the date
               of a Change in Control or at any time thereafter; the assignment to the
               Executive of any duties or responsibilities which, in the Executives
               reasonable judgment, are inconsistent with his status, title, position or
               responsibilities as in effect at any time within ninety days preceding the date
               of a Change in Control or at any time thereafter; any removal of the Executive
               from or failure to reappoint or reelect him to any of such offices or positions,
               except in connection with the termination of his employment for disability or
               Cause, as a result of his death, or by the Executive other than for Good Reason,
               or any other change in condition or circumstances that in the Executives
               reasonable judgment makes it materially more difficult for the Executive to
               carry out the duties and responsibilities of his office than existed at any time
               within ninety days preceding the date of Change in Control or at any time
               thereafter;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | a reduction in the Executives base salary or any failure to pay the
               Executive any compensation or benefits to which he is entitled within 10 days of
               the date due;
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | the Employers requiring the Executive to be based at any place outside a
               30-mile radius from the executive offices occupied by the Executive immediately
               prior to the Change in Control, except for reasonably required travel on the
               Employers business which is not materially greater than such travel
               requirements prior to the Change in Control;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | the failure by the Employer to (A) continue in effect (without reduction in
               benefit level and/or reward opportunities) any material compensation or employee
               benefit plan in which the Executive was participating at any time within 90 days
               preceding the date of a Change in Control or at any time thereafter, unless such
               plan is replaced with a plan that provides substantially equivalent compensation
               or benefits to the Executive, or
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (B) provide the Executive with
               compensation and benefits, in the aggregate, at least equal (in terms of benefit
               levels and/or reward opportunities) to those provided for under each other
               employee benefit plan, program and practice in which the Executive was
               participating at any time within 90 days preceding the date of a Change in
               Control or at any time thereafter;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | the insolvency or the filing (by any party, including the Company or the
               Employer) of a petition for bankruptcy of the Company or the Employer, which
               petition is not dismissed within 60 days;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vi) | any material breach by the Employer of any material provision of this Agreement;
|---- | --------------------------------------------------------------------------------

|(vii) | any purported termination of the Executives employment for Cause by the
               Employer which does not comply with the terms of this Agreement; or
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(viii) | the failure of the Employer to obtain an agreement, satisfactory to the
               Executive, from any successor or assign to assume and agree to perform this
               Agreement, as contemplated in Section 11 hereof.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any
event or condition described in clause (i) through (viii) above which occurs prior to a
Change in Control but which the Executive reasonably demonstrates (A) was at the
request of a third party, or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which actually occurs, shall constitute Good Reason
for purposes of this Agreement, notwithstanding that it occurred prior to the Change in
Control. The Executives right to terminate his employment for Good Reason shall not
be affected by his incapacity due to physical or mental illness.

c.       
          Non-Control Transaction shall mean a transaction described
          below:

|(i) | the shareholders of the Company, immediately before such merger, consolidation
               or reorganization, own, directly or indirectly, immediately following such
               merger, consolidation or reorganization, at least 50% of the combined voting
               power of the outstanding voting securities of the corporation resulting from
               such merger, consolidation or reorganization (the Surviving
               Corporation) in substantially the same proportion as their ownership
               of the Voting Securities immediately before such merger, consolidation or
               reorganization; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | immediately following such merger, consolidation or reorganization, the number
               of directors on the board of directors of the Surviving Corporation who were
               members of the Incumbent Board shall at least equal the number of directors who
               were affiliated with or appointed by the other party to the merger,
               consolidation or reorganization.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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d.       
          Notice of Termination shall mean a written notice of
          termination from the Employer or the Executive which specifies an effective date
          of termination, indicates the specific termination provision in this Agreement
          relied upon, and, in the case of a termination for Good Reason or for Cause,
          sets forth in reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Executives employment under the provision so
          indicated.

18.       
          Entire Agreement. This Agreement constitutes the entire agreement between
          the parties hereto and supersedes all prior agreements, if any, understandings
          and arrangements, oral or written, between the parties hereto with respect to
          the subject matter hereof.

19.       
          Counterparts. This Agreement may be executed in one or more counterparts,
          each of which shall be deemed an original but all of which together shall
          constitute one and the same instrument.

IN
WITNESS WHEREOF, the Employer has caused this Agreement to be executed and its seal to be
affixed hereunto by its officers thereunto duly authorized, and the Executive has signed
and sealed this Agreement, effective as of the date first above written.

| |  | EMPLOYER
| |  | --------

| |  | FIRST CAPITAL BANK HOLDING CORPORATION, a Florida Corporation
| |  | -------------------------------------------------------------

| |  | By:  /s/ Suellen Rodeffer
        Name: Suellen Rodeffer      
 Title:  Chairman
| |  | --------------------------------------------------------------------------------

| |  | FIRST NATIONAL BANK OF NASSAUCOUNTY
| |  | -----------------------------------

| |  | By:  /s/ Suellen Rodeffer
        Name: Suellen Rodeffer      
 Title:  Chairman
| |  | --------------------------------------------------------------------------------

| |  | EXECUTIVE
| |  | ---------

| |  | /s/ Michael G. Sanchez
Name:  Michael G. Sanchez
| |  | ------------------------------------------------

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