CONSULTING AGREEMENT

This  agreement,  entered into this 15th day of December,  1999,  by and between
Lehigh Acres First  National  Bancshares,  Inc. (in  organization)  (hereinafter
referred to as "the Bank"),  and Brenda M. O'Neil,  (hereinafter  referred to as
the "Consultant").

                                   WITNESSETH:

WHEREAS, the Bank is in the process of  organization and is desirous of engaging
the Consultant to assist it in certain organizational matters; and

WHEREAS, the Consultant is desirous of providing consulting services to the Bank
with regard to the organization of the Bank, and to serve as President and Chief
Executive Officer of the Bank after its charter has been approved.

NOW, THEREFORE,  in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:

1.            ENGAGEMENT.  The Bank  agrees to  engage  the  Consultant  and the
              Consultant  agrees  to  provide  consulting  services  to the Bank
              relating  to the  regulatory  process  associated  with the Bank's
              application for its charter and the development of  organizational
              and  business  plans  relating  to the  operation  of the Bank and
              Holding Company.

2.            TERM.  The term of this  Agreement  shall commence on December 15,
              1999,  and shall continue for the period through June 30, 2000. In
              the event that the Bank  receives the necessary  charter  approval
              from the Office of the Comptroller of the Currency and the Federal
              Deposit Insurance  Corporation  within the term of this Agreement,
              the  Bank  will   automatically   extend  this  Agreement  for  an
              additional six months or until the Bank has opened for business.

3.            SERVICES.  The Consultant  shall exert her best efforts and devote
              substantially all of her time and attention to the  organizational
              matters of the Bank and the Holding Company.

4.            COMPENSATION.  As compensation for the Consultant's  services, the
              Bank agrees to accrue fees due the  Consultant at the rate of Four
              Thousand  ($4,000)  Dollars  per  month  until  such  time  as her
              application for President and CEO is approved by the Office of the
              Comptroller of the Currency and the FDIC. Upon verbal notification
              of that approval, the Bank shall increase said compensation to Six
              Thousand Five Hundred ($6,500) per month. This compensation  shall
              accrue at the above  stated  rate  until the  minimum  stock  sale
              amount of  $6,000,000  is  reached.  Upon that date,  the  accrued
              compensation  may be paid in cash or applied  to the  Consultant's
              stock

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              purchase. In the event the minimum stock sale amount of $6,000,000
              is not achieved for any reason, the accrued  compensation will not
              be owed to Consultant by Bank and Consultant will be considered to
              have an investment loss in the amount of the accrued compensation.

5.            EXPENSES.  The Consultant shall be entitled to  reimbursement  for
              all reasonable  expenses incurred by her in the performance of her
              duties upon presentation of a voucher,  and appropriate  receipts,
              indicating the amount and the business purposes.

6.            TERMINATION.  In the  event  of the  Consultant's  death or in the
              event the  Consultant  is  prevented  from  rendering  services by
              reason of illness, incapacity or injury for a period of sixty (60)
              consecutive days during the term of this Agreement or in the event
              the Consultant fails to perform the services  required  hereunder,
              then and in such event the Bank may terminate  this Agreement upon
              written  notice  to  the  Consultant.   In  the  event  Consultant
              voluntarily  terminates  her services  then the  Consultant  shall
              receive no further compensation.

7.            NOTICES.  All notices  request,  demands and other  communications
              provided  for by this  Agreement  shall be in writing and shall be
              deemed  to have  been  given at the time  and then  mailed  at any
              general  or  branch  United  States  Post  Office  enclosed  in  a
              certified, postage pre-paid envelope, and addressed to the address
              of the respective  parties states below, or as such party may have
              fixed by notice:

                                  To the Bank:   1300 Homestead Road N.
                                                 Lehigh Acres, FL  33936

                                  To the Consultant:
                                                 4300 North Road
                                                 Fort Myers, FL   33917

8.            SUCCESSORS AND ASSIGNS. This  agreement shall inure to the benefit
              of and be binding upon the  Corporation  and its  successors.  The
              Consultant may not assign her right to payment nor her obligations
              under this Agreement.


9.            GOVERNING   LAW.   This   agreement   shall  in  all  respects  by
              interpreted,  construed and governed by and in accordance with the
              laws of the State of Florida.

10.           MISCELLANEOUS.  This agreement supersedes all prior understandings
              and agreements between the parties, and may not be amended orally,
              but only in writing signed by the parties hereto.

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<PAGE>


                  IN  WITNESS  WHEREOF  the  parties  hereto  have  caused  this
                  Agreement to be duly  executed and delivered as of the day and
                  year first above written.

                                   LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.

                                   LEHIGH ACRES FIRST NATIONAL BANK


                                   By:/s/ James D. Hull
                                      ------------------------------------------
                                          James D. Hull, Chairman


                                   By:/s/ Brenda M. O'Neil
                                      ------------------------------------------
                                          Brenda M. O'Neil, Consultant



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