EXHIBIT
      10.1

    MUTUAL
      TERMINATION AGREEMENT

    


    This
      MUTUAL TERMINATION AGREEMENT is entered into as of June 24, 2008 (this
“Agreement”), by and between Jacksonville Bancorp, Inc., a Florida corporation
      (“JBI”), and Heritage Bancshares, Inc., a Florida corporation
      (“HBI”).

    


    RECITALS

    


    WHEREAS,
      JBI and HBI are parties to that certain Agreement and Plan of Merger dated
      as of
      January 28, 2008 (the “Merger Agreement”); and

    


    WHEREAS,
      the board of directors of JBI and the board of directors of HBI have determined
      that it is in the best interests of their respective corporations and
      shareholders to terminate the Merger Agreement as provided herein, effective
      immediately upon execution of this Agreement.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the premises and the agreements set forth herein,
      and intending to be legally bound hereby, the parties agree as
      follows:

    


    1. Termination
      of Merger Agreement.

     

    a. Pursuant
      to Section 10.1(a) of the Merger Agreement, and effective immediately upon
      the
      execution of this Agreement, the Merger Agreement is hereby terminated and
      shall
      be of no further force or effect, and there shall be no further obligations,
      or
      restrictions on future activities on the part of JBI or HBI, except as otherwise
      explicitly set forth in this Agreement.

     

    b. As
      a
      result of the termination of the Merger Agreement as set forth in Section 1(a)
      above, JBI and HBI agree and acknowledge that the Stockholders Agreement and
      the
      Non-Competition Agreements related to the sale of goodwill, each dated as of
      January 28, 2008, shall terminate effective immediately upon execution of this
      Agreement, and shall be of no further force or effect. 

     

    2. Survival
      of Confidentiality Obligations and Other Provisions of Merger
      Agreement.

     

    a. Notwithstanding
      anything contained in this Agreement to the contrary, and in accordance with
      Section 10.2(a) of the Merger Agreement, Sections 8.2, 8.7, 10.2 and Article
      11
      of the Merger Agreement shall survive and remain in full force and effect in
      accordance with their terms.

     

    b. Each
      of
      HBI and JBI shall promptly return or use its reasonable efforts to destroy
      all
      agreements, documents, contracts, instruments, books, records, materials and
      other information (in any format) (“Proprietary Information”) of the other party
      (except for such agreements, documents, contracts, instruments, books, records,
      material and other information that is otherwise publicly available), as well
      as
      all copies, reproductions, summaries, analyses or extracts thereof or based
      thereon (whether in hard-copy form or on intangible media, such as electronic
      mail or computer files) in the party's possession or in the possession of any
      of
      its representatives. Notwithstanding the return or destruction of any
      Proprietary Information, or documents or material containing or reflecting
      any
      Proprietary Information, the parties will continue to be bound by their
      obligations of confidentiality and other obligations under Section 8.2 of the
      Merger Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Mutual
      Discharge and Release.
      Each
      party hereto, on behalf of itself and its affiliates, subsidiaries, directors,
      and to the extent legally permissible, its officers and employees, and the
      successors and assigns of each of them (each, a “Releasing Party”), hereby
      fully, finally and forever releases the other party hereto and each of its
      respective affiliates, subsidiaries, directors, officers, stockholders,
      employees, agents, financial and legal advisors and other representatives,
      and
      the successors and assigns of each of them, from any and all liabilities and
      obligations, claims, causes of action and suits, at law or in equity, whether
      arising under any United States federal, state or local or any foreign law
      or
      otherwise, that any Releasing Party has, has had or may have, arising out of,
      relating to, or in connection with the Merger Agreement and the transactions
      contemplated thereby, including, without limitation, any liability or obligation
      arising out of any breach of any representation, warranty, covenant or agreement
      contained in the Merger Agreement, provided that nothing in this Section 3
      shall
      impair the survival and full force of the provisions of the Merger Agreement
      set
      forth in Section 2(a) hereof. By authorizing the execution of this Agreement,
      each member of the board of directors of each party acknowledges and agrees
      (and
      shall be estopped from arguing otherwise) that they are bound by this
      release.

     

    4. Expenses.
      Each
      party agrees that it shall bear all costs and expenses incurred by it and its
      affiliates and subsidiaries in connection with the Merger Agreement and the
      transactions contemplated thereby, and this Agreement, without recourse to
      the
      other party.

     

    5. Representations
      and Warranties.
      Each of
      JBI and HBI hereby represents and warrants to the other party that: (a) it
      has
      full power and authority to enter into this Agreement and to perform its
      obligations hereunder in accordance with the provisions of this Agreement,
      (b)
      this Agreement has been duly authorized, executed and delivered by such party,
      and (c) this Agreement constitutes a legal, valid and binding obligation of
      such
      party, enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights and remedies
      generally and to general principles of equity, whether applied in a court of
      law
      or a court of equity. Each party agrees that no party is in breach or default
      of
      the Merger Agreement, and each party has agreed to the terms of, and has
      executed, this Agreement without admitting any liability or wrongdoing of any
      nature.

     

    6. Public
      Announcement.
      Promptly following the execution of this Agreement, JBI and HBI will issue
      the
      joint press release (the “Joint Press Release”) attached as Exhibit 1 to this
      Agreement. JBI will promptly prepare and file with the U.S. Securities and
      Exchange Commission (the “SEC”) a Current Report on Form 8-K disclosing the
      termination of the Merger Agreement. Except as described above or as required
      by
      law or applicable listing agreement, no other press release or other form of
      public announcement shall be issued regarding this Agreement and the termination
      of the Merger Agreement by either JBI or HBI without the prior written consent
      of the other, which consent shall not be unreasonably withheld or delayed.
      Notwithstanding the foregoing, both JBI and HBI will be permitted to make
      reference to the matters addressed in this Agreement in other press releases
      or
      required filings with the SEC, provided that such references are consistent
      in
      substance with the Joint Press Release or are required by applicable law or
      listing requirements and each may issue general communications regarding the
      termination of the Merger Agreement to its employees and customers.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. Non-Disparagement.
      Except
      as required by applicable law or the rules or regulations of any governmental
      authority or by the order of any court of competent jurisdiction, each party
      agrees that such party shall not, directly or indirectly (through such party’s
      affiliates or otherwise), make, publish or cause to be made or published any
      statement or remark concerning the subject matter of the Merger Agreement,
      the
      participation or involvement of the parties in the transactions contemplated
      by
      the Merger Agreement or the reasons for or any of the events or circumstances
      surrounding the termination of the transactions contemplated by the Merger
      Agreement that could reasonably be understood as disparaging the business or
      conduct of the other party or its respective affiliates or as intended to harm
      the business or reputation of the other party or its respective
      affiliates.

     

    8. Nonsolicitation.
      For a
      period of three years following the date of this Agreement, neither party will
      solicit any Customer of the other as a means to offer banking services to any
      Customer. Notwithstanding the foregoing, each party shall be permitted to (a)
      engage in advertising, solicitations or marketing campaigns, programs or other
      efforts not primarily targeted to or targeted at a Customer, including without
      limitation, campaigns, programs or efforts in connection with lending, deposit,
      safe deposit, trust, credit cards or other financial services relationships
      with
      such Customer, and (b) respond to unsolicited inquiries. For purposes of this
      Agreement, a Customer shall mean any individual, partnership, joint venture,
      corporation, trust, limited liability company, unincorporated organization,
      governmental agency, or other entity which has a deposit account or loan
      outstanding with such party as of the date of this Agreement. The term
      "Customer" shall not be deemed to include any Customer of either party that
      also
      has a business relationship with the other party as of the date of this
      Agreement.
      In
      addition, each party agrees that, for a period of three years following the
      date
      of this Agreement, it shall not, directly or indirectly, hire for employment,
      retain as an independent contractor or consultant, or induce to terminate
      employment any individual who is employed with the other party as of the date
      of
      this Agreement.

     

    9. Notices.
      All
      notices or other communications hereunder shall be in writing and shall be
      deemed given if delivered by receipted hand delivery or mailed by prepaid
      registered or certified mail (return receipt requested) or by recognized
      overnight courier addressed as follows:

    

      
        	
                If
                  to HBI, to:

              	
                Randolph
                  L. Knepper

              
	 	
                President
                  and Chief Executive Officer

              
	 	
                Heritage
                  Bancshares, Inc.

              
	 	
                794
                  Blanding Boulevard

              
	 	
                Orange
                  Park, Florida 32065

              
	 	
                Telecopy
                  Number: (904) 643-7365

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	 	 
	
                With
                  required copies to:

              	
                John
                  P. Greeley, Esq.

              
	 	
                Smith
                  Mackinnon, PA

              
	 	
                255
                  South Orange Avenue, Suite 800

              
	 	
                Orlando,
                  Florida 32801

              
	 	
                Telecopy
                  Number: (407) 843-2448

              
	 	 
	
                If
                  to JBI, to:

              	
                Gilbert
                  J. Pomar, III

              
	 	
                President
                  and Chief Executive Officer

              
	 	
                Jacksonville
                  Bancorp, Inc.

              
	 	
                100
                  North Laura Street

              
	 	
                Jacksonville,
                  Florida 32202

              
	 	
                Telecopy
                  Number: (904) 421-3050

              
	 	 
	
                With
                  required copies to:

              	
                Halcyon
                  E. Skinner, Esq.

              
	 	
                McGuireWoods
                  LLP

              
	 	
                50
                  North Laura Street, Suite 3300

              
	 	
                Jacksonville,
                  Florida 32202

              
	 	
                Telecopy
                  Number: (904) 360-6324

              


      



    or
      such
      other address as shall be furnished in writing by any party, and any such notice
      or communication shall be deemed to have been given: (a) as of the date
      delivered by hand; (b) three (3) business days after being delivered to the
      U.S.
      mail, postage prepaid; or (c) one (1) business day after being delivered to
      the
      overnight courier.

     

    10. Complete
      Agreement.
      This
      Agreement contains the entire agreement and understanding of the parties with
      respect to its subject matter. There are no restrictions, agreements, promises,
      warranties, covenants or undertakings between the parties other than those
      expressly set forth herein or therein. This Agreement supersedes, terminates
      and
      renders of no further force or effect all prior or contemporaneous agreements
      and understandings between the parties, both written and oral, with respect
      to
      its subject matter.

     

    11. Amendment;
      Modification.
      This
      Agreement may be amended, modified or supplemented only by a written agreement
      executed by the parties hereto.

     

    12. Severability.
      In the
      event that any one or more provisions of this Agreement shall for any reason
      be
      held invalid, illegal or unenforceable in any respect, by any court of competent
      jurisdiction, such invalidity, illegality or unenforceability shall not affect
      any other provisions of this Agreement and the parties shall use their
      reasonable efforts to substitute a valid, legal and enforceable provision which,
      insofar as practical, implements the purposes and intents of this
      Agreement.

     

    13. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, without giving effect to the conflict of law provisions
      thereof (except to the extent that mandatory provisions of federal law are
      applicable). This Agreement shall be binding upon any successor to JBI or HBI.
      The parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14. Counterparts.
      This
      Agreement may be executed in one or more counterparts all of which shall be
      considered one and the same agreement and each of which shall be deemed an
      original. A facsimile copy of a signature page shall be deemed to be an original
      signature page.

     

    15. Headings.
      The
      headings in this Agreement have been inserted solely for ease of reference
      and
      should not be considered in the interpretation or construction of this
      Agreement.

     

    16. Attorney’s
      Fees.
      In the
      event any action in law or equity or other proceeding is brought for the
      enforcement of this Agreement or in connection with any of the provisions of
      this Agreement, the prevailing party shall be entitled to its attorney's fees
      and other costs reasonably incurred in such action or proceeding.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized officers as of the date first written above.

    


    


    JACKSONVILLE
      BANCORP, INC.

    


    


    By:
        /s/
      Gilbert J. Pomar, III  

    Gilbert
      J. Pomar, III

    President
      and Chief Executive Officer


    


    HERITAGE
      BANCSHARES, INC.

    


    


    By:
        /s/
      Randolph L. Knepper  

    Randolph
      L. Knepper

    President
      and Chief Executive Officer