EXHIBIT 10.8

          SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Second Amendment to Employment Agreement is made and
entered into effective as of the 28th day of April, 1997, by and
between CAPITAL FACTORS HOLDING, INC., a Florida corporation (the
"Company"), CAPITAL FACTORS, INC., a Florida corporation
("Factors"), and JOHN W. KIEFER (hereinafter called the
"Executive").

                           RECITALS
                           --------

     WHEREAS, the Company and the Executive entered into an
Employment Agreement (the "Employment Agreement") pursuant to which
the Executive renders certain services to the Company; and
WHEREAS, the Company and the Executive desire to amend the
Employment Agreement in accordance with the terms of this
Amendment.

     NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth in this Amendment, and other good and valuable
consideration, the parties to this Amendment agree as follows:

     1.  All capitalized terms in this Amendment shall have the
same meaning as in the Employment Agreement, unless otherwise
specified.

     2.  Section 3.3(f) of the Agreement is hereby amended to read
as follows:

         "(f)The Executive shall be entitled to receive the
estimated amount of the Incentive Compensation (the "Estimated
Incentive Compensation"), net of any withholding and other taxes,
within fifteen (15) days after the end of each year during the
Term, such Estimated Incentive Compensation to be determined by the
Compensation Committee based on the Company's unaudited
consolidated financial statements as reviewed and approved by the
Board.  In no event shall the Estimated Incentive Compensation
exceed the amount, if any, by which (i) $1,000,000 exceeds (ii) all
remuneration, other than the Incentive Compensation, payable to the
Executive that is required to be taken into account in determining
the maximum amount of such remuneration that may be deducted by the
Company under Section 162(m) of the Code for the year for which the
Incentive Compensation is payable.  The Estimated Incentive
Compensation will be subject to upward or downward adjustment based
on the Company's annual audited consolidated financial statements
from the Company's independent certified public accountants (the 


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"Adjustment").  The Adjustment shall be paid by the Executive to
the Company, or shall be paid by the Company to the Executive, as
the case may be, within fifteen (15) days of receipt of the
Company's audited consolidated financial statements, but in no
event prior to the date on which the Compensation Committee of the
Company has certified in writing that the performance goals upon
which the Incentive Compensation is based have been met.  In the
event the Executive does not reimburse the Company for any
Adjustment within such fifteen-day period, the Company shall have
the right to offset the Adjustment against any other payments due
to the Executive hereunder."

     3.  A new paragraph (g) is hereby added to Section 3.3 of the
Agreement, to read as follows:

         "(g)  For purposes of determining the Executive's
Incentive Compensation for any year during the Term:

               (i)   the Executive's Base Salary taken into account
shall be equal to the Executive's Base Salary as of March 31 of the
calendar year for which the Incentive Compensation is payable, and

               (ii)  the maximum amount of Base Salary that may be
taken into account shall be $600,000."

     4.  Section 3.4 of the Agreement is hereby amended by adding
the following paragraphs to the end thereof:

               "For purposes of determining the Deferred
Compensation earned for any year during the Term:

               (i)  the Executive's Base Salary taken into account
shall be equal to the Executive's Base Salary as of the March 31 of
the calendar year for which the Deferred Compensation is payable,
and

               (ii) the maximum amount of Base Salary that may be
taken into account shall be $600,000.  

                In no event shall any Deferred Compensation earned
for any year be paid prior to the date on which the Compensation
and Benefits Committee of the Company has certified in writing that
the performance goals upon which the Deferred Compensation is based
have been met."

     5.  Section 3.6 of the Agreement is hereby amended to read as
follows:

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         "3.6  EVENT OF NON-DEDUCTIBILITY. 

               SECTION 162(M) LIMITS.  Notwithstanding any other
provision of this Agreement, if the Company becomes a separate
publicly-held corporation (a "Separate Publicly Held Corporation")
for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (collectively,
"Section 162(m)"), then for each calendar year that ends after the
first regularly scheduled meeting of the Company's shareholders
that occurs more than 12 months after the Company becomes a
Separate Publicly Held Corporation, payment of the portion (the
"Section 162(m) Portion") of the Executive's Incentive Compensation
and Deferred Compensation that would not otherwise be deductible by
reason of Section 162(m) (determined after taking into account all
other remuneration required to be taken into account under Section
162(m) for the year), shall be subject to the following conditions: 
(i) the performance goals set forth in Sections 3.3 and 3.4 that
must be satisfied in order for the Section 162(m) Portion to be
earned for that year shall be subject to the approval of, and may
be modified by, the Compensation Committee of the Company, at such
times as may be required for the Section 162(m) Portion to be
deductible under Section 162(m); (ii) payment of the Section 162(m)
Portion shall be subject to the approval by the shareholders of the
Company of the material terms of the performance goals relating to
the Section 162(m) Portion before the Section 162(m) Portion is
paid; and (iii) the maximum amount of Incentive Compensation and
Deferred Compensation payable to the Executive is as set forth in
Sections 3.3 and 3.4 and Exhibits "C" and "D".  In addition, the
grant of options to purchase shares of Common Stock pursuant to
Section 4.5 hereof shall be subject to and conditioned upon (i) the
approval by either the Stock Option Committee of Capital Bancorp
before the Company becomes a Separate Publicly Held Corporation or
the Compensation Committee of the Company after the Company becomes
a Separate Publicly Held Corporation, and (ii) the approval by
shareholders of the Company after the Company becomes a Separate
Publicly Held Corporation, of a stock option plan pursuant to which
the options shall be granted.

     6.  All other terms and conditions of the Employment Agreement
shall remain the same.




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     IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed effective as of the day and year first above
written.

                                     COMPANY:

                                     CAPITAL FACTORS HOLDING, INC.


                                     By:       /s/ Javier J. Holtz
                                         --------------------------
                                         Javier J. Holtz

                                     FACTORS:

                                     CAPITAL FACTORS, INC.


                                     By:       /s/ Javier J. Holtz
                                         --------------------------
                                         Javier J. Holtz

                                     EXECUTIVE:

                                     By:       /s/ John W. Kiefer
                                         --------------------------
                                         John W. Kiefer









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