EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                     THE JACKSONVILLE BANK, IN ORGANIZATION
                                       AND
                            GILBERT JAMES POMAR, III

     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered into this 3rd day of
March 1999, by and between The Jacksonville  Bank, In Organization  (the "Bank")
and  Gilbert  James  Pomar,  III   ("Employee").   The  Bank  and  Employee  are
collectively referred to herein as the "Parties."

                                    RECITALS

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

     WHEREAS,  Employee  desires to be  employed by the Bank and to serve as the
Bank's President 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  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 twelve  (12)  months,
commencing on March 3, 1999,  (the "Effective  Date").  Upon each new day of the
twelve  (12)  month  period of  employment  from the  Effective  Date  until the
Employee's  65th (sixty- fifth)  birthday,  the term of this Agreement  shall be
automatically extended for one (1) additional day, to be added to the end of the
then-existing twelve (12) month term. Accordingly, at all times prior to (i) the
Employee's  attaining age sixty-five  (65) or (ii) a Notice Of  Termination,  as
defined in Section 9(b) (or an actual  termination)  the term of this  Agreement
shall be twelve (12) full  months.  However,  either  Party may  terminate  this
Agreement by giving the other Party written  notice of intent not to renew.  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 Just Cause
as defined in Section 9(b)). Additionally,  the Board shall, on an annual basis,
review  Employee's  performance  to  determine  whether  this  Agreement  should
continue to be  extended.  The Board's  action will be  reflected in the Board's
meeting minutes.

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     In the event the Employee gives a Notice Of  Termination,  the term of this
Agreement  shall expire upon the thirtieth  (30th) day following the delivery to
the Bank of such  Notice Of  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 shall continue to apply.

     In the event the Bank desires to involuntarily  terminate the employment of
Employee (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 Just Cause),  the Bank shall deliver to the
Employee a Notice Of Termination, and the following provisions shall apply:

      (a)   In the event the  involuntary  termination  is for Just Cause,  this
            Agreement shall terminate  immediately upon delivery to the Employee
            of such Notice Of  Termination.  Such a  termination  for Just Cause
            shall result in the termination of all rights and obligations of the
            Parties under this Agreement.

      (b)   In the event the involuntary  termination is without Just Cause, the
            Employee  shall be entitled to receive the  severance  benefits  set
            forth in Sections 9(f) and 9(g) 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  President,
            through  appointment 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  Presidents  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.  Specifically,  Employee  shall devote his
            full  business  time  and  attention  and use his  best  efforts  to
            accomplish and fulfill the following duties and responsibilities, as
            well as other duties  assigned to Employee  from time to time by the
            Board:

            (i)   serve as the President of the Bank;

            (ii)  perform  such  executive  services  for  the  Bank  as  may be
                  consistent with his titles or be assigned to him by the Board;

            (iii) serve on such  committees  as appointed by the Board from time
                  to time;

            (iv)  keep the other  executives of the Bank and the Board  informed
                  of important  developments  concerning the Bank's  activities,
                  industry developments and regulatory initiatives affecting the
                  Bank;

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

            (vi)  increase the business of the Bank;

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            (vii) coordinate  with the  Bank's  other  executives  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; and

            (viii)conduct and undertake all other activities,  responsibilities,
                  and duties normally expected to be undertaken and accomplished
                  by a President of a financial institution similar in scope and
                  operation to the Bank's business.

      (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 $120,000.00
            (the "Base Salary") in equal  installments,  in accordance  with the
            Bank's  standard  payroll   practices,   reduced   appropriately  by
            deductions for federal income  withholding  taxes,  social  security
            taxes and other  deductions  required by applicable  laws.  The Bank
            will in good faith  review the  Employee's  Base Salary on an annual
            basis. In no event, however, will the Base Salary be reduced without
            Employee's written concurrence.

      (b)   Incentive  Compensation and Bonus:  Employee shall receive a $25,000
            signing bonus within seven days of the execution of this Agreement.

            For the first year of this Agreement,  Employee shall be eligible to
            receive a bonus in an amount up to 25% of  Employee's  Base  Salary,
            subject to his meeting certain goals and objectives as determined by
            the Board. Thereafter,  Employee shall be entitled to participate in
            any incentive compensation plans adopted by the Board of Directors.

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<PAGE>
      (c)   Stock and Other Benefit  Plans:  During the term of this  Agreement,
            the  Employee  will be  entitled to  participate  in and receive the
            benefits  of  any  stock  option  plans,   stock  ownership   plans,
            profit-sharing  plans,  401(k) plans,  or other plans,  benefits and
            privileges  given to employees and  executives of the Bank which are
            currently in effect at the execution of this Agreement, or which may
            come into  existence  thereafter,  to the  extent  the  Employee  is
            otherwise  eligible and qualifies to so  participate  in and receive
            such benefits or privileges.  The Bank shall not make any changes in
            such plans,  benefits or privileges which would adversely affect the
            Employee's rights or benefits thereunder,  unless such change occurs
            pursuant to a program  applicable  to all executive  officers  (Vice
            President   or  above)  of  the  Bank  and  does  not  result  in  a
            proportionately  greater adverse change in the rights of or benefits
            to the Employee as compared with any other executive  officer of the
            Bank.  Nothing  paid to the Employee  under any plan or  arrangement
            presently in effect or made  available in the future shall be deemed
            to be in lieu of the Base Salary payable to the Employee pursuant to
            this Section 3.

     4. Payment of Business Expenses. Employee is authorized to incur reasonable
expenses  in  performing  his  duties.  The Bank  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 and  Perquisites.  Employee is entitled to three (3) weeks paid
vacation time per year on a non-cumulative basis or as increased pursuant to the
Bank's policy. The Bank shall give Employee a monthly $400 automobile  allowance
and shall pay for Employee's membership dues in the Timuquana Country Club.

     6. Medical Benefits. Employee is entitled to participate in all medical and
health care benefit plans through health  insurance,  corporate  funds,  medical
reimbursement plans or other plans, if any, provided,  or to be provided, by the
Bank for its employees; provided that regardless of the terms of such plans, the
Bank shall pay the costs of coverage for Employee.  In addition,  the Bank shall
reimburse Employee for any payments he makes for COBRA health insurance coverage
or life  insurance  coverage  ($400,000  term  insured)  for the  period  before
Employee receives health insurance  coverage or life insurance coverage from the
Bank.

     7. Disability/Illness.

      (a)   Illness:  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 (3)  consecutive
            months.  At the end of such  three  (3) month  period,  the Bank may
            terminate Employee's employment and this Agreement.

      (b)   Disability:  If the  Bank  terminates  this  Agreement  pursuant  to
            Employee's  disability as determined under Section 7(a) herein,  the
            Bank shall pay to Employee, as a disability payment, an amount equal
            to Employee's  monthly Base Salary,  payable in accordance  with the
            Bank's standard payroll practices,  commencing on the effective date
            of Employee's termination and ending on the earlier of:

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<PAGE>

            (i)   the date  Employee  returns  to full  time  employment  in his
                  capacity as the Bank's President;

            (ii)  Employee's full time employment by another employer;

            (iii) three (3)  months  after the date of such  termination,  after
                  which Employee will be entitled to receive  benefits under any
                  disability insurance plan provided by the Bank; or

            (iv)  the date of Employee's death.

     The Bank may satisfy its obligations  under this Section of this Agreement,
     at its option, through the purchase of disability insurance. The provisions
     of such policy will control the amounts paid to Employee.  Such  disability
     insurance will be coordinated  with any disability  plans made available to
     Employee pursuant to Section 6 of this Agreement.

      (c)   Continuation   of  Coverages:   During  any  period  of  illness  or
            disability,  the Bank will  continue  any  other  life,  health  and
            disability  coverages  for Employee  substantially  identical to the
            coverages maintained prior to Employee's termination for disability.
            Such coverages shall cease upon the earlier of:

            (i)   Employee's full time employment by another employer;

            (ii)  one (1) year  after  the date of such  termination  (with  the
                  exception of disability insurance coverage); or

            (iii) the date of Employee's death.

      (d)   No Reduction in Base Salary:  During the period in which Employee is
            disabled  or  subject  to  illness  or  incapacity,  other  than  as
            described  in Section  7(b)  herein,  there shall be no reduction in
            Employee's Base Salary.

     8. Death During  Employment.  In the event of  Employee's  death during the
term of this  Agreement,  the Bank'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 and a pro rated portion of
any bonus  Employee  would have received for the year of his death,  except that
any  compensation  payable to Employee under any benefit plan  maintained by the
Bank 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.

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<PAGE>
      (b)   Termination  for Just Cause:  The Bank 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 Just Cause. For the
            purpose of this  Agreement,  termination  for Just Cause  shall mean
            termination for personal  dishonesty,  willful misconduct,  material
            breach of fiduciary duty,  intentional failure to perform the duties
            stated in this  Agreement,  willful  violation  of any law,  rule or
            regulation  (other  than  traffic  violations  or  misdemeanors  not
            related to theft or dishonesty,  or that would not reflect poorly on
            the Bank),  willful  violation  of a final  cease-and-desist  order,
            willful or  intentional  breach or  negligence  or misconduct in the
            performance  of such duties or material  breach of any  provision of
            this Agreement as determined by a court of competent jurisdiction or
            in final  agency  action by a  federal  or state  regulatory  agency
            having  jurisdiction over the Bank. For purposes of this Section, no
            act, or failure to act, on the  Employee's  part shall be considered
            "willful"  unless  done,  or omitted to be done,  by him not in good
            faith and without  reasonable belief that his action or omission was
            in the best interest of the Bank;  provided that any act or omission
            to act by the  Employee in  reasonable  reliance  upon an opinion of
            counsel to the Bank shall not be deemed to be willful.  In the event
            Employee is terminated for Just 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 the Bank
            other than for Just Cause or in connection  with a Change In Control
            (as  defined  in  Section   9(e)   herein),   Employee's   right  to
            compensation and other benefits under this Agreement shall be as set
            forth in Sections 9(f)(i) and 9(g) herein. In the event the Employee
            is terminated  by the Bank in  connection  with a Change In Control,
            Employee's  right to  compensation  and other  benefits  under  this
            Agreement shall be as set forth in Section 9(f)(ii) and 9(g) 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 ten (10) 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 positions,  duties,  responsibilities and status
            with the Bank immediately prior to a Change In Control;  a change in
            the Employee's reporting  responsibilities,  titles or offices as in
            effect immediately prior to a Change In Control;  any removal of the
            Employee  from,  or any failure to re-elect  the Employee to, any of
            such   positions,   except  in  connection  with  a  termination  of
            employment for Just Cause, disability, death, or removal pursuant to

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<PAGE>

            Sections  9(a)  or  9(b)  herein;  a  reduction  by the  Bank in the
            Employee's annual salary as in effect  immediately prior to a Change
            In Control; the failure of the Bank to continue in effect any bonus,
            benefit  or  compensation  plan,  life  insurance  plan,  health and
            accident  plan  or   disability   plan  in  which  the  Employee  is
            participating  at the time of a Change In Control,  or the taking of
            any action by the Bank which would  adversely  affect the Employee's
            participation in or materially reduce the Employee's  benefits under
            any of such plans,  or the  transfer of the Employee to any location
            outside  of Duval or Clay  Counties,  Florida or the  assignment  of
            substantial  duties to the Employee to be completed outside Duval or
            Clay Counties, Florida.

      (e)   Change In  Control:  For  purposes  of this  Agreement,  a Change In
            Control  shall  mean a Change In  Control  of the Bank or its parent
            holding  company  Jacksonville  Bancorp,  as  defined  in 12  C.F.R.
            Section 574.4(a) or (b).


      (f)   Severance Payment:

            (i)   if the Employee shall terminate his employment for Good Reason
                  as defined in  Section  9(d)  herein,  or if the  Employee  is
                  terminated  by the Bank for other than Just 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,  an
                  amount  equal  to  Employee's  annual  Base  Salary,  plus any
                  incentive  compensation or bonus which the Employee would have
                  been entitled to hereunder; and

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

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

      (g)   Additional Severance Benefits: Unless the Employee is terminated for
            Just Cause  pursuant  to Section  9(b)  herein,  pursuant to Section
            10(b)  herein,  or pursuant to a  termination  of  employment by the
            Employee for other than Good Reason, the Bank shall maintain in full
            force and effect,  for the continued benefit of the Employee for the
            remaining term of this Agreement,  or twelve (12) months  (whichever
            is longer),  all  employee  benefit  plans and programs in which the
            Employee was entitled to participate  immediately  prior to the date
            of termination;  provided,  however,  that the Employee's  continued
            participation  is possible under the general terms and provisions of

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<PAGE>

            such plans and programs. Further, the Bank shall pay for the same or
            similar  benefits if such  benefits are available to the Employee on
            an individual or group basis as a result of contractual or statutory
            provisions requiring or permitting such availability including,  but
            not limited to, health insurance covered under COBRA.

      (h)   Mitigation: Employee shall not be required to mitigate the amount of
            any payment provided for in Sections 9(f) and 9(g) of this Agreement
            by seeking other employment or otherwise.

     10. Required  Provisions by Regulation.  The Bank 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)   If Employee is suspended from office and/or  temporarily  prohibited
            from  participating in the conduct of the Bank's affairs pursuant to
            notice  served  under  Section  8(e)(3)  or  Section  8(g)(1) of the
            Federal Deposit Insurance Act ("FDIA") (12 U.S.C. Section 1818[e][3]
            and Section 1818[g][1]), the Bank'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 Bank may, in its discretion: (i) pay Employee all or part of the
            compensation  withheld  while its  obligations  under this Agreement
            were suspended,  and (ii) reinstate (in whole or in part) any of its
            obligations which were suspended.

      (b)   If Employee is removed  from office  and/or  permanently  prohibited
            from  participating in the conduct of the Bank's affairs by an order
            issued  under  Section  8(e)(4) or  Section  8(g)(1) of the FDIA (12
            U.S.C.  Sections  1818[e][4]  and [g][1]),  all  obligations  of the
            Employee and the Company under this Agreement  shall terminate as of
            the effective  date of the order,  but vested rights of the Employee
            and of the  Bank,  as of  the  date  of  termination,  shall  not be
            affected.

      (c)   All obligations  under this Agreement may be terminated  pursuant to
            12 C.F.R.  Section  563.39(b)(5)  (except to the  extent  that it is
            determined  that  continuation  of the  Agreement  for the continued
            operation of Bank is  necessary):  (i) by the Director of the Office
            of Thrift Supervision ("OTS"), or his/her designee,  at the time the
            Federal  Deposit  Insurance  Corporation  ("FDIC")  enters  into  an
            agreement  to provide  assistance  to or on behalf of Bank under the
            authority contained in Section 13(c) of the FDIA (12 U.S.C.  Section
            1823[c]);  or (ii) by the Director of the OTS, or his/her  designee,
            at the time the Director or his/her designee  approves a supervisory
            merger to resolve problems related to operation of Bank or when Bank
            is  determined  by the Director of the OTS in final agency action to
            be in an unsafe  or  unsound  condition,  but  vested  rights of the
            Employee and of the Bank, as of the date of  termination,  shall not
            be affected.

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<PAGE>
      (d)   If Bank is in default, as defined in Section 3(x)(1) of the FDIA (12
            U.S.C. Section 1818[x][1]) to mean an adjudication or other official
            determination   by  any  court  of   competent   jurisdiction,   the
            appropriate   federal  banking  agency  or  other  public  authority
            pursuant  to  this  Agreement  shall  terminate  as of the  date  of
            default,  but  vested  rights  of the  Employee  as of the  date  of
            termination, shall not be affected.

      (e)   Golden Parachute: Any payments made to the Employee 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.

11.  Notice of Termination.

      (a)   Employee's Notice: Employee shall have the right, upon prior written
            notice  of  termination  of not  less  than  thirty  (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
            thirty  (30) days nor more than  forty-five  (45)  days  after  such
            Notice Of  Termination  is given,  except in the case of the  Bank's
            termination  of the Employee's  employment for Just 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 the Bank, notice
            shall be sent to the corporate headquarters.  All such notices shall
            be  effective  when  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.


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<PAGE>
     12.  Post-Termination  Obligations.  The Bank  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 the Bank in connection with any litigation or
            settlement  of any dispute  between the Bank, a borrower  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 the Bank in
            connection  with any regulatory  examination by any state or federal
            regulatory agency; and

      (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,  the Bank shall  promptly  reimburse
Employee for any  reasonable  expenses in current by Employee in complying  with
the  provisions of this Section.  Such  cooperation  is to be furnished  without
additional  compensation  during such period  Employee  is  receiving  severance
payments pursuant to this Agreement.  Should such cooperation be required during
such period that Employee is not receiving  severance  payments pursuant to this
Agreement,  the Bank shall pay Employee an hourly fee comparable to that charged
by banking industry consultants.

     13.  Attorney's  Fees/Advanced  Costs.  In the event that the  Employee  is
terminated  in a manner which  violates any  provisions  of this  Agreement,  as
determined by a court of competent jurisdiction,  the Employee shall be entitled
to  reimbursement  for  all  reasonable  costs,  including  attorneys  fees,  in
challenging such termination. Further, because of economic disparity between the
Bank and Employee,  the Bank agrees to pay for Employee's  reasonable attorneys'
fees and costs up to $10,000 to enforce the terms of this Agreement or recovered
damages for breach of this agreement as follows:  $5,000 at the  commencement of
litigation or the mediation  proceedings and an additional $5,000 six (6) months
thereafter.  In the event the Employee is  unsuccessful in his claim or defense,
the Employee shall reimburse the Bank for any attorney' fees, expenses and costs
that have been advanced. If the Employee is successful, any attorneys' fee award
will be  reduced  by the  amount of  attorney's  fees and  costs  that have been
advanced.  Such  reimbursement  shall be in  addition to all rights to which the
Employee is otherwise entitled under this Agreement.

     14.  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.

                                       10

<PAGE>
     15.  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.

     16. 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 (6)
            months  after the  termination  of his  employment  for any  reason,
            Employee shall not become employed, directly or indirectly,  whether
            as an employee, independent contractor, consultant, or otherwise, in
            the  financial  services  industry  with any business  enterprise or
            business  entity,  or person  whose  intent is to  organize  another
            financial institution in Duval or Clay Counties,  Florida; provided,
            however, that such prohibition shall be for three (3) months if this
            Agreement is terminated due to a Change In Control.

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

                                       11

<PAGE>
     17. Remedies for Breach.

      (a)   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  the Bank in the  event of
            Employee's  violation  of  the  provisions  of  Section  16 of  this
            Agreement.  Thus, in the event of a breach of any of the  provisions
            of such Section,  Employee agrees that the Bank, 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 the Bank prevail in an action
            seeking an injunction  restraining Employee,  Employee shall pay all
            costs and  reasonable  attorneys  fees  incurred  by the Bank 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.

      (b)   Cumulative  Remedies:  Notwithstanding  any other  provision of this
            Agreement,  the injunctive  relief described in Section 17(a) herein
            and all other  remedies  provided  for in this  Agreement  which are
            available  to the  Bank as a result  of  Employee's  breach  of this
            Agreement,  are in  addition  to and  shall  not  limit  any and all
            remedies existing at or in equity which may also be available to the
            Bank.

     18. 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.

     19. Stock Option.  Notwithstanding  any other provision  contained  herein,
Employee  shall be entitled  under this  Agreement,  and the Bank hereby agrees,
subject  to a Stock  Option  Plan being  adopted  by the Board and  subsequently
approved by the  shareholders  of the Bank, to grant  Employee  qualified  stock
options,  as defined by the Internal Revenue Code as amended,  to acquire shares
of the Bank's common stock as follows:

      (a)   Options shall be granted on a sliding scale, with options for 25,000
            shares granted if in the Bank's initial public offering,  the Bank's
            minimum  offering  is  obtained  ($8,000,000)  and options for up to
            50,000   shares   granted  if  the  maximum   offering  is  obtained
            ($15,000,000).

                                       12

<PAGE>
      (b)   Options shall be vested in three (3) equal  installments.  The first
            such  installment  shall be vested on March 1, 2000,  and subsequent
            installments  shall  be  vested  annually  on  March 1 of each  year
            thereafter, until and including March 1, 2002.

      (c)   Each  installment  may be  exercised  in full or in part at  anytime
            following the vesting date for a period of seven (7) years from such
            date at which time any unexercised options shall expire.

      (d)   The stock option price shall be $10.00 per share.

      (e)   In the event of a Change In  Control,  any  options  not yet  vested
            pursuant to subsection  (b) of this Section  shall be  automatically
            vested on the day  immediately  preceding the effective  date of the
            Change In Control occurrence.

      (f)   Vested  options may be exercised by Employee by presenting an Option
            Purchase  Form to the Bank  indicating  the  number  of shares to be
            acquired and accompanied by a check in the proper amount.

      (g)   In the event  Employee's  employment  is  terminated by the Bank for
            Just Cause or by Employee for any reason other than for Good Reason,
            Employee may only exercise  options vested hereunder for thirty (30)
            days following such termination.

20.  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; and

            (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 federal or
            state courts in Duval County, Florida.

                                       13

<PAGE>
      (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 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 the Bank or Employee and no delay or
            omission  of the Bank 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.


                                       14

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


EMPLOYEE                                THE JACKSONVILLE BANK, IN ORGANIZATION


/s/ Gilbert James Pomar, III            By: /s/ John W. Rose
----------------------------------          ----------------------
Gilbert James Pomar, III, Employee          John Rose
                                            On behalf of the Board of Directors


/s/ Richard Margulies                       /s/   Luette G. Monaco
----------------------------------          ----------------------
Witness                                     Witness