First Amendment to SALES AGENCY Agreement

         THIS FIRST AMENDMENT TO Sales AGENCY Agreement (hereinafter referred to
as  the "Amendment"), made and entered into as of the 9th day of March, 2000, by
and between  BERTHEL FISHER  FINANCIAL  SERVICES,  INC.  ("Berthel  Fisher") and
LEHIGH ACRES FIRST NATIONAL BANCSHARES, Inc. ("Company").

         WHEREAS,  Berthel  Fisher and Company  entered into that certain  Sales
Agency  Agreement,  dated as of September  14, 1999,  pursuant to which  Berthel
Fisher  agreed to sell between  600,000 and  1,000,000  shares of the  Company's
common stock on a best efforts basis (the "Agreement");

         WHEREAS, the Agreement is scheduled to terminate on December 31, 1999;

         WHEREAS,  the parties  desire to revise the  commissions  and  expenses
payable to the Berthel Fisher;

         WHEREAS,  the parties desire to extend the term of the Agreement  until
June 30, 2000;

         WHEREAS,  the Company  intends to file a  post-effective  amendment  to
reflect all material developments;

         NOW,  THEREFORE,  for and in consideration of the sum of Ten and No/100
Dollars ($10.00) in hand paid, the mutual covenants herein contained,  and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:

               1. Definitions.  Unless otherwise defined in this Amendment,  all
          capitalized terms herein contained shall have the meanings ascribed to
          them in the Agreement.

               2. Employment of Berthel Fisher. Section 2(c) of the Agreement is
          deleted in its  entirely  and replaced  with the  following  paragraph
          2(c):

               (c) The Company and Berthel  Fisher agree that unless  600,000 of
          the Shares to be offered are sold by June 30, 2000 (or such later date
          as shall be mutually  agreed upon by the Company and Berthel  Fisher),
          the agency between the Company and Berthel Fisher will  terminate.  If
          the agency between the Company and Berthel Fisher terminates, the full
          proceeds  which have been paid for the Shares shall be returned to the
          purchasers.  Prior to the sale of all of the Shares to be offered, all
          proceeds  received from the sale of the Shares will be deposited in an
          escrow account for Lehigh Acres First National  Bancshares,  Inc. with
          The Bankers Bank (the "Escrow Agent").

               3. Employment of Berthel Fisher. Section 2(f) of the Agreement is
          deleted in its  entirety  and replaced  with the  following  paragraph
          2(f):

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               (f) In exchange  for the services of Berthel  Fisher  pursuant to
          this Agreement,  the Company agrees to pay Berthel Fisher a commission
          on all Shares sold in the Offering  based on the  following:  (i) $.80
          per share  commission  on all  shares  sold to the  public by  Berthel
          Fisher,  including  any  shares  sold by  selected  dealers of Berthel
          Fisher and (ii) $.10 per share  administration fee on all other Shares
          sold in the offering.  The selling commission shall be payable at such
          time  as the  subscription  Shares  sold  by  Berthel  Fisher,  or its
          selected  dealers,  are  accepted  by and  payment in full is received
          therefor by the Company and the funds are released from escrow.

               4.  Expenses of Berthel  Fisher.  Section 3 of the  Agreement  is
          deleted in its entirety and replaced with the following paragraph 3:

               The Company and Berthel  Fisher agree that the payment of any and
          all  out-of-pocket  expenses  incurred  or to be  incurred  by Berthel
          Fisher or by its  personnel  in  connection  with the  offering of the
          Shares is subject to the Company's pre-approval.

               5. Miscellaneous.

               (a) Ratification of Agreement.  Berthel Fisher and Company hereby
          ratify and confirm all of the terms and  conditions of the  Agreement,
          as amended  hereby,  and as modified,  amended or supplemented by this
          Amendment,  and all of the terms and provisions of the Agreement shall
          remain in full force and effect.

               (b) Binding Effect.  The terms of this Amendment shall be binding
          upon Berthel  Fisher and the Company and their  respective  successors
          and assigns.

               (c) Counterparts. This Amendment may be executed in any number of
          counterparts,  each of which shall constitute an original,  and all of
          which,  when taken  together,  shall  constitute  but one and the same
          instrument.

               (d) Facsimiles. Each party shall be authorized to accept, and may
          rely upon, a facsimile  transmission of this Amendment executed by the
          other  party and such  document  shall be binding  upon the  executing
          party.

         IN WITNESS  WHEREOF,  Berthel  Fisher and the Company  have caused this
First  Amendment  to Sales Agency  Agreement to be executed by their  respective
duly authorized representatives as of the day and year first above written.


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LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.

By:      /s/ Brenda M. O'Neil
         ---------------------------------------
         Brenda M. O'Neil, President and CEO



BERTHEL FISHER FINANCIAL SERVICES, INC.


By:      /s/ Thomas J. Berthel
         --------------------------------------
         Thomas J. Berthel, CEO