EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of March 3, 2000,
is made by and between Lehigh Acres First National  Bancshares,  Inc., a Florida
corporation (the "Employer" or the "Company") which is the proposed bank holding
company for Lehigh Acres First  National Bank  (Proposed),  a proposed  national
bank (the "Bank"),  and Brenda M. O'Neil, an individual resident of Florida (the
"Executive").

         The  Employer  is in the  process  of  organizing  the  Bank,  and  the
Executive  has agreed to serve as President and Chief  Executive  Officer of the
Bank and the  Company.  Upon  organization  of the Bank,  the  Employer  and the
Executive  contemplate  that this  Agreement will be assigned by the Employer to
the Bank and that the Bank will  assume  the  duties of the  Company  hereunder.
Following any such  assignment,  the term "Employer" as used herein from time to
time shall refer to the Bank.

         The Employer recognizes that the Executive's contribution to the growth
and success of the Bank during its  organization and initial years of operations
will be a significant factor in the success of the Bank. The Employer desires to
provide for the employment of the Executive in a manner which will reinforce and
encourage  the  dedication  of the  Executive  to the Bank and  promote the best
interests of the Bank and its  shareholders.  The  Executive is willing to serve
the Employer on the terms and conditions herein provided.  Certain terms used in
this Agreement are defined in Section 13 hereof.

         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 as follows:

         Employment  shall commence from the date  Permission to Open is granted
by the  Office  of the  Controller  of the  Currency.  In the  event the Bank as
proposed is not open by September 1, 2000, this Agreement shall be null and void
and of no effects as to the parties thereto,  their promoters,  organizers,  and
directors.

         This Agreement shall insure the benefit of and be binding upon the Bank
when formed, its successors and assigns, and any corporation with which the Bank
may merge or consolidate or to which the Bank may sell  substantially all of its
business  and assets,  and shall  insure to the benefit of and be binding on the
Executive.  Since the  Executive's  duties and services  hereunder  are special,
personal and unique in nature,  the Executive  may not sell or otherwise  assign
her rights, obligations or benefits under this agreement.

         1.  Employment.  The  Employer  shall  employ  the  Executive,  and the
Executive shall serve the Employer,  as President and Chief Executive Officer of
the Bank and the Company upon the terms and  conditions  set forth  herein.  The
Executive shall also serve on the Board of Directors of the Company and the Bank
and shall also serve on the Executive  Committee.  The Executive shall have such
authority and responsibilities  consistent with her position as are set forth in
the  Company's or the Bank's  Bylaws or assigned by the  Company's or the Bank's
Board of Directors

<PAGE>

(the "Board") from time to time.  The Executive  shall devote
her full business time,  attention,  skill and efforts to the performance of her
duties  hereunder,  except during  periods of illness or periods of vacation and
leaves of  absence  consistent  with  Bank  policy.  The  Executive  may  devote
reasonable  periods to service as a director or advisor to other  organizations,
to  charitable   and  community   activities,   and  to  managing  her  personal
investments,  provided that such activities do not materially interfere with the
performance of her duties hereunder and are not in conflict or competitive with,
or adverse to, the interests of the Company or the Bank.

         2. 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 four years.  Such initial four (4) year term may be renewed
at the  discretion  of the Board for two (2)  consecutive  one year terms for an
aggregate employment period of the Executive with the Bank of six (6) years from
the date hereon. Notwithstanding the foregoing, the Term of employment hereunder
will end on the date that the  Executive  attains  the  retirement  age, if any,
specified in the Bylaws of the Bank for directors of the Bank.

         3.   Compensation and Benefits.

                  (a) Executive's annual salary is $96,000.00,  plus her medical
insurance  premium.  The Board (or an appropriate  committee of the Board) shall
review the Executive's salary at least annually and may increase the Executive's
salary if it determines in its sole discretion that an increase is appropriate.

                  (b) Bonus  Plan-Each  year,  as cash  performance  bonus,  the
Executive  shall be entitled to five  percent  (5%) of net income after taxes of
the Bank  (determined  by generally  accepted  accounting  principles),  up to a
maximum of twenty-five (25%) of the Executive's  annual salary.  Each bonus will
be awarded and payable  within  sixty (60) days of the end of the bank's  fiscal
year provided the Bank achieves the following performance  criteria:  (a) return
on equity (determined by generally accepted accounting principles) in each year;
(b)  loan  loss  reserve  ratio  meets or  exceeds  1.1% of net  loans  plus any
adjustments for classified  loans;  (c) ratio of  non-performing  loans to total
loans do not exceed  that of its peers as  published  at year end in the Uniform
Bank Performance  Report; and (d) the Bank achieves a composite rating and asset
quality rating of "2" or better.

1.       Year One  1/1/2000 through 12/31/2000             N/A

2.       Year Two  l/1/2001 through 12/31/2001............-2.5%

3.       Year Three 1/1/2002 through 12/31/2002............6.0%

4.       Year Four 1/1/2003 through 12/31/2003.............8.0%

         The Bank may, in its discretion,  award Executive a bonus at the end of
calendar year one, should they determine said bonus is appropriate.

                  (c) The Executive  shall  participate in the Bank's  long-term
equity  incentive  program  and be  eligible  for the  grant of  stock  options,
restricted  stock, and other awards

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<PAGE>

thereunder  or under any  similar  plan  adopted by the  Company.  As soon as an
appropriate  stock option plan is adopted by the Board,  the Company shall grant
to the  Executive an option to purchase a number of shares of Common Stock equal
to 3% of  the  number  of  shares  sold  in  the  offering.  All  stock  options
contemplated  pursuant to this  Agreement  are subject to the  following  terms;
non-transferable,  shall expire within ten (10) years from the date of the grant
or upon  termination  (discharge)  of  this  Agreement,  subject  to any and all
forfeit or  exercise  clause as may be required  by the  appropriate  regulatory
authorities,  shall be issued at the higher  market  value as of the date of the
grant or the offering price of $10.00 per share.

All options issued to the Executive  shall be vested at the rate of 1/3 (33.33%)
per calendar year end after the year issued and each  calendar  year  thereafter
until fully vested.  In the event this Agreement is terminated for reasons other
than  discharge,  all  issued  options  much  be  exercised  within  90  days of
separation or said options shall expire.

At no time shall  options be issued or redeemable if said Bank is under any form
of  notice  or  directive  that  may be  issued  by the  appropriate  regulatory
authorities.  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.

                  (d)  Stock  Options  Linked to Bank  Performance.  If the Bank
opens for business and the  Executive is initially  and continues to be employed
under the  provisions of this  Agreement,  then the  Executive  will earn option
rights  redeemable in shares of common stock as a percentage of the  Executive's
base salary.

Provided the Bank achieves a composite rating and asset quality rating of "2 "or
better, the Executive may, at the discretion of the Board,  receive each year an
option in shares of capital  stock of the Bank equal to 2.5% of her base salary.
In the event of the merger, consolidation or sale of all or substantially all of
the assets of the holding  company or the Bank prior to the  expiration of three
(3)  years  from  the  date of this  agreement,  and if the  Executive  is still
employed by the Bank, than all stock options  comtemplated by this Paragraph (d)
not yet received by the Executive shall  immediately be considered earned by the
Executive, as though the required anniversary dates and performance criteria had
been attained, provided the merger, consolidation,  or sale meets or exceeds one
and one-half times of the existing book value of the Bank at the date of sale.

                  (e) The Executive shall participate in all retirement, welfare
and other benefit plans or programs of the Employer now or hereafter  applicable
generally to employees of the Employer or to a class of employees  that includes
senior executives of the Employer. Such benefits under consideration may include
up to-health and dental insurance;  deferred  compensation plan, and an approved
paid holiday schedule.

                  (f) The Employer  shall provide the Executive with a term life
insurance policy providing for death benefits  totaling  $300,000 payable to the
Executive's  spouse and heirs (and may provide for additional  death benefits of
up to $500,000 payable to the Employer),  and the Executive shall cooperate with
the Employer in the securing and maintenance of such policy.  The Employer shall
also pay for an accident  liability policy on the Executive totaling $500,000 to

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<PAGE>

protect the Employer from damages or lawsuits  resulting  from injuries to third
parties caused by the Executive.

                  (g) Beginning upon the Opening Date, the Company shall provide
Executive with a monthly  automobile  allowance not to exceed $650.00 per month.
The  Executive  will remain  responsible  for costs of ownership of her personal
vehicle  including  maintenance,  repair and insurance  while on bank  business.
Since the Bank in that  instance  would assume no  responsibility  beyond making
available an allowance, it is the Executive's  responsibility to protect against
damage to her  vehicle  and  legal  liability  in such a form and  amount as the
Executive  deems  appropriate  and the Bank  shall be  listed  as an  additional
insured on the policy.

                  (h) The Bank shall pay  directly,  or reimburse  the Executive
for her  membership  on civic and social clubs for the benefit of the  Executive
and the business  opportunities of the Bank; all memberships subject to approval
by the Board of Directors.

                  (i) The Employer shall  reimburse the Executive for reasonable
travel and other business development expenses related to the Executive's duties
which are incurred and accounted for in accordance with the normal  practices of
the Employer.

                  (j)  Executive  shall  have the right to accrued  vacation  of
fifteen (15) working days each calendar year for the first year.  These vacation
days shall be at full pay earned on a prorated  basis for twelve  (12) months of
employment.  After the first year of this employment contract,  subsequent years
of the contract,  the Executive shall have the right to twenty (20) working days
of vacation at full pay during each calendar  year.  Each twenty (20) days shall
be accrued at a prorated basis over twelve (12) month of employment.

                  (k)  Disability  Insurance..  As soon as  practical,  the Bank
shall  obtain for the benefit of the  Executive an insured  salary  continuation
plan to provide the Executive  benefit payment of up to two-thirds  (2/3) of her
salary to age 65, in the event of her disability while employed by the bank.

         4.   Termination.

                  (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;

                           (ii)  upon  the  disability  of the  Executive  for a
                   period  of 180 days  which,  in the  opinion  of the Board of
                   Directors,  renders  her  unable  to  perform  the  essential
                   functions of her 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;

                                       4

<PAGE>


                           (iii) by the  Employer  for Cause upon  delivery of a
                   Notice of Termination to the Executive;

                           (iv) by the Executive by Notice of Termination  which
                   follows  a Change in  Control  and  either  (i)  follows  the
                   occurrence  of a Good  Reason or (ii) is  delivered  within a
                   90-day period  beginning on the one year  anniversary  of the
                   occurrence of a Change in Control;

                           (v) by the  Employer  if its effort to  organize  the
                   Bank is abandoned;

                           (vi) by the  Executive  effective  upon the 30tth day
                   after delivery of a Notice of Termination; or

                           (vii)  by the  Employer  effective  upon the 30th day
                   after delivery of a Notice of Termination.

                  (b) If the Executive's employment is terminated because of the
Executive's  death under Section 4(a)(i),  the Executive's  estate shall receive
any sums due her 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 under Section 4(a)(ii),  the Employer
shall  continue  to pay the  Executive  her 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  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 any disability  benefit
or pension plan of the  Employer or any of its  subsidiaries.  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.

                  (d) If the  Executive's  employment  is  terminated  for Cause
under Section 4(a)(iii), or if the Executive resigns under Section 4(a)(vi), the
Executive shall receive any sums due her as base salary and/or  reimbursement of
expenses through the date of such termination.

                  (e)  If  the  Executive's  employment  is  terminated  by  the
Executive pursuant to clause 4(a)( iv), 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  fifteen  days  of  the  date  of  termination  severance
                compensation in an amount equal to her then current monthly base
                salary multiplied by 24 , plus any bonus earned or accrued

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<PAGE>

                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
                termination.

                           (ii) for a period of one year,  the Employer shall at
                its  expense  continue  on  behalf  of  the  Executive  and  her
                dependents and  beneficiaries  the life  insurance,  disability,
                medical,  dental, and  hospitalization  benefits provided (x) to
                the  Executive at any time during the 90-day period prior to the
                Change  in  Control  or at any time  thereafter  or (y) to other
                similarly situated  executives who continue in the employ of the
                Employer  during the  Continuation  Period.  Such  coverage  and
                benefits  (including  deductibles  and  costs)  shall be no less
                favorable to the Executive and her dependents and  beneficiaries
                than the most  favorable of such  coverages and benefits  during
                any of the periods referred to above. The Employer's  obligation
                hereunder  with  respect  to the  foregoing  benefits  shall  be
                limited  to the  extent  that  the  Executive  obtains  any such
                benefits pursuant to a subsequent  employer's  benefit plans, in
                which case the  Employer may reduce the coverage of any benefits
                it is required to provide the Executive hereunder as long as the
                aggregate  coverages and benefits of the combined  benefit plans
                is no less  favorable to the  Executive  than the  coverages and
                benefits required to be provided hereunder. This subsection (ii)
                shall not be  interpreted  so as to limit any  benefits to which
                the Executive or her dependents or beneficiaries may be entitled
                under any of the Employer's employee benefit plans, programs, or
                practices  following the Executive's  termination of employment,
                including,   without   limitation,   retiree  medical  and  life
                insurance benefits; and

                           (iii) the  restrictions on any outstanding  incentive
                awards  (including  restricted  stock)  granted to the Executive
                under the  Company's or the Bank's  long-term  equity  incentive
                program or any other  incentive plan or arrangement  shall lapse
                and such awards shall become 100% vested,  all stock options and
                stock appreciation  rights granted to the Executive shall become
                immediately  exercisable  and  shall  become  100%  vested,  all
                performance  units  granted to the  Executive  shall become 100%
                vested,  and the  restrictive  covenants  contained in Section 9
                shall not apply to the Executive.

                  (f) If the  Employer  terminates  the  Executive's  employment
pursuant to clause 4(a)(vii),  the Employer shall pay to the Executive severance
compensation  in an amount equal to 100% of her then current monthly base salary
each month for 12 months from the date of 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.

                  (g) With the  exceptions of the  provisions of this Section 4,
and the  express  terms of any  benefit  plan  under  which the  Executive  is a
participant,  it is agreed that, 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

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<PAGE>

(exclusive of COBRA  benefits).  Unless  otherwise stated in this Section 4, the
effect of termination on any outstanding incentive awards, stock options,  stock
appreciation rights, performance units, or other incentives shall be governed by
the terms of the  applicable  benefit or  incentive  plan and/or the  agreements
governing  such  incentives.  At the  time of  termination  of  employment,  the
Employer  and the  Executive  shall enter into a mutually  satisfactory  form of
release  acknowledging such remaining  obligations and discharging both parties,
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) In the event that the Executive's employment is terminated
for any reason,  the Executive shall tender her resignation as a director of the
Employer and effective as of the date of termination.

                  (i) 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 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 compensation  payable  hereunder shall be increased,  on a tax gross-up
basis,  so as to reimburse the  Executive for the tax payable by the  Executive,
pursuant to Section 4999 of the Internal Revenue Code, on such "excess parachute
payments,"  taking into account all taxes payable by the Executive  with respect
to such tax gross-up payments  hereunder,  so that the Executive shall be, after
payment  of all  taxes,  in the same  financial  position  as if no taxes  under
Section 4999 had been imposed upon her.

         5.  Protection of Trade  Secrets.  The Executive  agrees to maintain in
strict  confidence  and,  except as  necessary  to  perform  her  duties for the
Employer,  the Executive  agrees not to use or disclose any Trade Secrets of the
Employer  during or after her  employment.  "Trade  Secret"  means  information,
including a formula, pattern,  compilation,  program, device, method, technique,
process,  drawing, cost data or customer list, that: (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.

         6.       Restrictive Covenants.

                  (a) No  Solicitation  of  Customers.  During  the  Executive's
employment with the Employer,  and for a period of twelve months thereafter,  or
during any period the Employer is paying Executive  severance under Section 4 if
longer than twelve months,  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,  (A)
solicit,  divert, or appropriate to or for a Competing Business,  or (B) attempt
to solicit, divert, or appropriate to or for a Competing Business, any person or
entity that is or was a customer of the

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<PAGE>

Employer or any of its Affiliates on the date of  termination  and is located in
the Territory and with whom the Executive has had material contact.

                  (b)  No  Recruitment  of  Personnel.  During  the  Executive's
employment with the Employer,  and for a period of twelve months thereafter,  or
during any period the Employer is paying Executive  severance under Section 4 if
longer  than  twelve  months,  the  Executive  shall  not,  either  directly  or
indirectly,  on the  Executive's  own  behalf or in the  service or on behalf of
others, (A) solicit, divert, or hire away, or (B) attempt to solicit, divert, or
hire away, to any Competing  Business located in the Territory,  any employee of
or consultant to the Employer or any of its Affiliates engaged or experienced in
the  Business,  regardless of whether the employee or consultant is full-time or
temporary, the employment or engagement is pursuant to written agreement, or the
employment is for a determined period or is at will.

                  (c)   Non-Competition   Agreement.   During  the   Executive's
employment with the Employer,  and for a period of twelve months thereafter,  or
during any period the Employer is paying Executive  severance under section 4 if
longer than twelve  months,  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 or officer
of, or  consultant  to,  or  acquiring  or  maintaining  more than a 1%  passive
investment in, a depository financial institution or holding company therefor if
such  depository  institution  or  holding  company  has one or more  offices or
branches located in the Territory.  Notwithstanding the foregoing, the Executive
may serve as an officer of or consultant to a depository  institution or holding
company  therefor even though such  institution  operates one or more offices or
branches in the  Territory,  if the  Executive's  employment  does not  directly
involve, in whole or in part, the depository financial  institution's or holding
company's operations in the Territory.

         7. Successors;  Binding  Agreement.  The rights and obligations of this
Agreement  shall bind and inure to the benefit of the surviving  corporation  in
any merger or consolidation in which the Employer is a party, or any assignee of
all  or  substantially  all of  the  Employer's  business  and  properties.  The
Executive's  rights and obligations  under this Agreement may not be assigned by
her,  except  that  her  right  to  receive  accrued  but  unpaid  compensation,
unreimbursed  expenses and other rights,  if any,  provided under this Agreement
which  survive  termination  of this  Agreement  shall pass  after  death to the
personal representatives of her estate.

         8. 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.

         9. 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.

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<PAGE>


         10.  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.

         11. Arbitration.  In accepting this offer of employment,  the Executive
agrees that any dispute  arising out of this Agreement or out of any termination
of employment, with or without cause, said dispute shall be resolved pursuant to
mandatory  arbitration  at the written  request of either party.  This Agreement
provides  such  arbitration  and shall be  complied  with and be governed by the
provisions of the Federal Arbitration Act.

         12. 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.  The Executive and the Employer hereby agree
that they will negotiate in good faith to amend this Agreement from time to time
to modify the terms of Sections 9(a), 9(b), and 9(c), the definition of the term
"Territory,"  and the definition of the term  "Business," to reflect  changes in
the Employer's  business and affairs so that the scope of the limitations placed
on the Executive's  activities by Section 9 accomplishes  the parties' intent in
relation to the then current facts and  circumstances.  Any such amendment shall
be effective  only when completed in writing and signed by the Executive and the
Employer.

         13.      Certain Definitions.

                  (a) "Affiliate"  shall mean any business entity controlled by,
controlling or under common control with the Employer.

                  (b)  "Business"  shall  mean  the  operation  of a  depository
financial  institution,  including,  without  limitation,  the  solicitation and
acceptance  of deposits of money and  commercial  paper,  the  solicitation  and
funding of loans and the  provision  of other  banking  services,  and any other
related  business  engaged in by the Employer or any of its Affiliates as of the
date of termination.

                  (c) "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

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<PAGE>

material breach by the Executive of this Agreement that, if susceptible of cure,
remains  uncured ten days  following  written  notice to the  Executive  of such
breach,  (D) 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 or the Employer  (provided  that the Board of Directors  determines  in
good  faith,   with  the  Executive   abstaining  from   participating   in  the
consideration of and vote on the matter,  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 materially advance the Employer's  compliance
with the  purpose  of the action or would  materially  assist  the  Employer  in
avoiding or reducing the restrictions or adverse effects to the Employer related
to the regulatory action);  (E) the exhibition by the Executive of a standard of
behavior within the scope of her 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,  with the Executive abstaining
from participating in the consideration of and vote on the matter, is materially
detrimental  to the  Employer's  best  interest,  that, if  susceptible  of cure
remains  uncured ten days  following  written  notice to the  Executive  of such
specific  inappropriate  behavior; or (F) the failure of the Executive to devote
her full business time and  attention to her  employment as provided  under this
Agreement  that,  if  susceptible  of cure,  remains  uncured 30 days  following
written notice to the Executive of such failure.

                  (d) "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
                  Employer  (the  "Incumbent  Board")  cease  for any  reason to
                  constitute at least fifty percent of the Board of Directors of
                  the Employer;  provided,  however,  that if the  election,  or
                  nomination for election by the Employer's shareholders, of any
                  new  director  was  approved  in advance by a vote of at least
                  fifty percent 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" (as described in Rule
                  14a-11  promulgated under the Securities  Exchange Act of 1934
                  (the   "Exchange   Act"),   or  other  actual  or   threatened
                  solicitation  of  proxies or  consents  by or on behalf of any
                  person  other than the Board of  Directors  of the Employer (a
                  "Proxy  Contest"),   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
                  Employer)  of  any  voting  securities  of the  Employer  (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 20% or more of the combined  voting power
                  of  the  Employer's  then   outstanding   Voting   Securities;

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<PAGE>

                  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)  Approval by the  shareholders  of the Employer
                  of: (i) a merger,  consolidation,  or reorganization involving
                  the Employer;  (ii) a complete  liquidation  or dissolution of
                  the  Employer;  or  (iii) an  agreement  for the sale or other
                  disposition of all or  substantially  all of the assets of the
                  Employer   to  any  Person   (other   than  a  transfer  to  a
                  Subsidiary).

                           (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  Employer  or any of its  banking
                  subsidiaries.

                  (e)  "Competing  Business"  shall mean any business  that,  in
whole or in part, is the same or substantially the same as the Business.

                  (f) "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 her 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 her 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 her
                  employment for Disability or Cause,  as a result of her 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 her
                  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 she is entitled within five 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

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<PAGE>

                  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  ninety 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 (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 ninety 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  Employer) of a petition for  bankruptcy of the
                  Employer, which petition is not dismissed within sixty 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 her  employment  for Good Reason shall not be affected by her
incapacity due to physical or mental illness.

                 (g)       Non-Control Transaction"   shall  mean  a transaction
                 described below:

                           (i) the  shareholders  of the  Employer,  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

                                       12
<PAGE>

                  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.

                  (h)  "Territory"  shall mean a radius of thirty miles from (i)
the main office of the Employer or (ii) any branch office of the Employer.

                  (i)  "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 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.

                  14. 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.

                  15.  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.


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<PAGE>


                                    LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC,

                                    LEHIGH ACRES FIRST NATIONAL BANK

ATTEST:

                                    By:/s/ James D. Hull
                                       -----------------------------------------
-----------------------------       Title: Chairman
Witness

------------------------------
Witness                             EXECUTIVE

                                    /s/ Brenda M. O'Neil
                                    --------------------------------------------
                                    Brenda M. O'Neil, proposed President/CEO



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