EXHIBIT
      A

     

    STOCKHOLDERS
      AGREEMENT

     

    STOCKHOLDERS
      AGREEMENT, dated as of January 28, 2008 (this “Agreement”),
      by
      and among Jacksonville Bancorp, Inc., a Florida corporation (“JBI”)
      and
      each of the stockholders of Heritage Bancshares, Inc., a Florida corporation
      (“HBI”),
      whose
      names appear on the signature pages hereto (each, a “Stockholder”
and,
      together, the “Stockholders”).

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, JBI, and HBI
      are
      entering into an Agreement and Plan of Merger (the “Merger
      Agreement”),
      pursuant to which (and on the terms and subject to the conditions set forth
      in
      therein), among other things, HBI will merge with and into JBI (the
“Merger”)
      and
      each issued and outstanding share of common stock, par value $0.01 per share,
      of
      HBI (the “Common
      Stock”)
      will
      be converted into the right to receive the Merger consideration set forth in
      the
      Merger Agreement; and

     

    WHEREAS,
      as of the date hereof, each Stockholder is the Beneficial Owner (defined below)
      of such number of shares of Common Stock as is set forth opposite such
      Stockholder’s name on Annex
      A
      hereto,
      and the Stockholders collectively are the Beneficial Owners and record owners
      of, and have the sole right to vote and dispose of, an aggregate of __________
      shares of Common Stock (the “Owned
      Shares”
and
      together with any shares of Common Stock of which any Stockholder acquires
      Beneficial Ownership after the date hereof and prior to the termination hereof,
      whether upon purchase or otherwise, are collectively referred to herein as
      the
“Covered
      Shares”);
      and

     

    WHEREAS,
      as an inducement and condition to entering into the Merger Agreement, JBI has
      required that the Stockholders agree, and the Stockholders have agreed, to
      enter
      into this Agreement.

     

    NOW,
      THEREFORE, in consideration of the representations, warranties, covenants and
      agreements set forth herein, the parties hereto agree as follows:

     

    ARTICLE
      I 

     

    VOTING
      AGREEMENT

     

    Section
      1.01 Agreement
      to Vote.
        (a)
      Each
      Stockholder undertakes that, prior to any termination in accordance with Section
      4.01 hereof, at such time as HBI conducts a meeting of, or otherwise seeks
      a
      vote or consent of, its stockholders in connection with the approval and
      adoption of the Merger Agreement and the Merger (any such meeting or any
      adjournment thereof, or such consent process, the “HBI
      Stockholders Meeting”),
      such
      Stockholder shall, and shall cause its Affiliates to, vote or provide a consent
      with respect to all Covered Shares Beneficially Owned by such Stockholder or
      its
      Affiliates, as the case may be, and over which such Stockholder or one of its
      Affiliates has voting power, in favor of the Merger Agreement and the Merger
      and
      each of the other actions contemplated by the Merger Agreement and this
      Agreement and actions required in furtherance thereof and hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Without
      limiting the foregoing, it is understood that the obligations under this
      Section 1.01 shall not be affected by any recommendation of the board of
      directors of HBI as to the Merger at the time of any such meeting or consent
      solicitation. 

     

    (c) Notwithstanding
      any other provision of this Agreement, each Stockholder shall have the right
      to
      vote for an Acquisition Proposal and to assist HBI in connection with any
      actions of HBI contemplated by Section 7.6 of the Merger Agreement.


     

    Section
      1.02 Defined
      Terms.
      Capitalized terms not otherwise defined in this Agreement shall have meanings
      given to such terms in the Merger Agreement.

     

    ARTICLE
      II  

     

    REPRESENTATIONS
      AND WARRANTIES OF STOCKHOLDERS

     

    Each
      Stockholder, severally and not jointly, represents and warrants to JBI as
      follows: 

     

    Section
      2.01 Authority;
      Authorization.
       (a)
      Such
      Stockholder has all requisite power and authority to execute and deliver this
      Agreement and perform such Stockholder’s obligations hereunder. 

     

    (b) This
      Agreement has been duly and validly executed and delivered by such Stockholder
      and, assuming the authorization, execution and delivery of this Agreement by
      JBI
      and each other Stockholder party hereto, constitutes a legal, valid and binding
      obligation of such Stockholder, enforceable against such Stockholder in
      accordance with its terms.

     

    (c) If
      such
      Stockholder is married and the Owned Shares set forth on Annex
      A
      hereto
      opposite such Stockholder’s name constitute property owned jointly with
      Stockholders’ spouse, this Agreement constitutes the valid and binding agreement
      of, such Stockholder’s spouse. If this Agreement is being executed in a
      representative or fiduciary capacity, the Person signing this Agreement has
      full
      power and authority to enter into and perform this Agreement.

     

    Section
      2.02 Ownership
      of Securities.  (a)
      Such
      Stockholder is the record and Beneficial Owner of the Covered Shares set forth
      opposite such Stockholder’s name on Annex
      A
      hereto,
      and such Stockholder has good and marketable title (which may include holding
      in
      nominee or “street name”) to all such Covered Shares, free and clear of any Lien
      and any other restriction (including any restriction on the right to vote or
      otherwise dispose of the Covered Shares) other than as created by this
      Agreement.

     

    (b) Except
      for the Covered Shares set forth beside such Stockholder’s name on Annex
      A
      hereto,
      such Stockholder does not Beneficially Own any shares of the capital stock
      of
      HBI.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      (c) For
        the
        purposes of this Agreement, the following terms shall have the meanings assigned
        below:

       

      (i) “Beneficially
        Owned”
or
        “Beneficial
        Ownership”
has
        the
        meaning given to such term in Rule 13d-3 under the Exchange Act (disregarding
        the phrase “within 60 days” in paragraph (d)(1)(i) thereof). Without limiting
        the generality of the foregoing, a person shall be deemed to be the Beneficial
        Owner of shares (A) which such person or any of its Affiliates or
        associates (as such term is defined in Rule 12b-2 under the Exchange Act)
        beneficially owns, directly or indirectly, (B) which such person or any of
        its Affiliates or associates (as such term is defined in Rule 12b-2 of the
        Exchange Act) has, directly or indirectly, (1) the right to acquire (whether
        such right is exercisable immediately or subject only to the passage of time),
        pursuant to any agreement, arrangement or understanding or upon the exercise
        of
        consideration rights, exchange rights, warrants, options or otherwise, or
        (2)
        the right to vote pursuant to any agreement, arrangement or understanding
        or
        (C) which are beneficially owned, directly or indirectly, by any other
        persons with whom such person or any of its Affiliates or associates has
        any
        agreement, arrangement or understanding for the purpose of acquiring, holding,
        voting or disposing of such shares.

       

    

    (ii) “Beneficial
      Owner”
means,
      with respect to any securities, a Person who has Beneficial Ownership of such
      securities.

     

    Section
      2.03 Non-Contravention.
      (a)
      The
      execution and delivery of this Agreement by such Stockholder does not and the
      performance of this Agreement by such Stockholder will not (i) violate, conflict
      with, or result in the breach of or constitute a default (or an event which
      with
      notice or lapse of time or both would become a default) under, or result in
      the
      termination of, or accelerate the performance required by, or result in a right
      of termination or acceleration under, any note, bond, mortgage, indenture,
      lease, license, contract, agreement or other instrument or obligation to which
      such Stockholder is a party or by which any of his properties (including the
      Covered Shares) may be bound, or (ii) violate or conflict with any Order or
      Law
      applicable to such Stockholder or by which any of his respective properties
      may
      be bound.

     

    (b) There
      is
      no Action pending or, to the knowledge of such Stockholder, threatened against
      such Stockholder that questions the validity of this Agreement or any action
      taken or to be taken by such Stockholder in connection with this
      Agreement.

     

    (c) Without
      limiting the generality of the foregoing, all proxies or powers-of-attorney
      heretofore given by such Stockholder in respect of any of the Owned Shares,
      if
      any, are not irrevocable and all such proxies and powers-of-attorney have been
      properly revoked or are no longer in effect as of the date hereof.

     

    Section
      2.04 Reliance
      by JBI.
      Such
      Stockholder understands and acknowledges that JBI is entering into the Merger
      Agreement in reliance upon such Stockholder’s execution, delivery and
      performance of this Agreement. 

     

    ARTICLE
      III  

     

    COVENANTS
      OF STOCKHOLDERS

     

    Section
      3.01 No
      Solicitation. 
      Each of
      the Stockholders shall not and shall cause its Affiliates not to directly or
      indirectly solicit, initiate or encourage any inquiries or proposals from,
      discuss or negotiate with, or provide any non-public information to, any Person
      relating to, or otherwise facilitate, any Acquisition Proposal other than the
      Merger Agreement and the Merger. In addition, no Stockholder or any of its
      Affiliates shall, directly or indirectly, make any proposal which constitutes,
      or could reasonably be expected to lead to, an Acquisition Proposal other than
      the Merger Agreement and the Merger.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Section
      3.02 Restrictions
      on Transfer and Proxies; Non-Interference.
      (a)
      Each
      Stockholder undertakes that, except as contemplated by this Agreement or the
      Merger Agreement, such Stockholder shall not and shall cause its Affiliates
      not
      to (i) grant or agree to grant any proxy or power-of-attorney with respect
      to
      any Covered Shares (except pursuant to this Agreement) or (ii) Transfer or
      agree
      to Transfer any Covered Shares other than with JBI’s prior written consent. For
      purposes of this Agreement, “Transfer”
shall
      mean, with respect to a security, to offer,
      sell, contract to sell, pledge or otherwise dispose of (or enter into any
      transaction which is designed to, or might reasonably be expected to, result
      in
      the disposition of (whether by actual disposition or effective economic
      disposition due to cash settlement or otherwise)), directly or indirectly,
      any
      shares of capital stock of HBI or any securities convertible into, or
      exercisable or exchangeable for such capital stock, or publicly announce an
      intention to effect any such transaction.

     

    (b)  Each
      Stockholder further agrees not to take any action that would or is reasonably
      likely to (i) make any representation or warranty contained herein untrue or
      incorrect in any material respect or (ii) have the effect of preventing such
      Stockholder from performing its obligations under this Agreement.

     

    Section
      3.03 Dissenters’
      Rights. 
      Each
      Stockholder agrees not to exercise any dissenters’ or appraisal rights
      (including, without limitation, under any set forth in Section 607.1301, et.
      seq., Florida Statutes) as to any shares of capital stock of HBI which may
      arise
      with respect to the Merger.

     

    Section
      3.04 Stop
      Transfer. 
      Each
      Stockholder agrees that it shall not request that HBI register the transfer
      (book-entry or otherwise) of any certificate or uncertificated interest
      representing any Covered Shares, unless such transfer is made in compliance
      with
      this Agreement. 

     

    Section
      3.05 Further
      Assurances; Cooperation.  (a)
      Each
      Stockholder, without further consideration, will (provided that JBI is not
      in
      material breach of the terms of the Merger Agreement), (i) use all reasonable
      efforts to cooperate with JBI and HBI in furtherance of the transactions
      contemplated by the Merger Agreement, (ii) promptly execute and deliver such
      additional documents that may be reasonably necessary in furtherance of the
      transactions contemplated by the Merger Agreement, and take such reasonable
      actions as are necessary or appropriate to consummate such transactions and
      (iii) promptly provide any information, and make all filings, reasonably
      requested by HBI for any regulatory application or filing made or approval
      sought in connection with such transactions (including filings with any
      Regulatory Authority).

     

    (b) Each
      Stockholder hereby consents, and shall cause its Affiliates to consent, to
      the
      publication and disclosure in the Proxy Statement (and, as and to the extent
      otherwise required by Law or any Governmental Authority, in any other documents
      or communications provided by JBI or HBI to any Governmental Authority or to
      securityholders of HBI or JBI) of such Stockholder’s identity and Beneficial
      Ownership of the Covered Shares, the nature of such Stockholder’s commitments,
      arrangements and understandings under and relating to this Agreement and the
      Merger Agreement and any additional requisite information regarding the
      relationship of such Stockholder and its Affiliates with JBI and its
      Subsidiaries and/or HBI and its Subsidiaries.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV  

     

    MISCELLANEOUS

     

    Section
      4.01 Termination.
      This
      Agreement shall terminate and become null and void upon the earlier of (a)
      the
      Effective Time and (b) the termination of the Merger Agreement in accordance
      with its terms. Any such termination shall be without prejudice to liabilities
      arising hereunder before such termination. 

     

    Section
      4.02 Stockholder
      Capacity.
      Notwithstanding
      anything herein to the contrary, each Stockholder has entered into this
      Agreement solely in such Stockholder’s capacity as the Beneficial Owner of
      Covered Shares and, if applicable, nothing herein shall limit or affect any
      actions taken or omitted to be taken at any time by such Stockholder in his
      or
      her capacity as an officer or director of HBI.

     

    Section
      4.03 Amendment;
      Waivers. 
      This
      Agreement may not be amended, changed, supplemented, or otherwise modified
      or
      terminated, except upon the execution and delivery of a written agreement
      executed by the parties hereto; provided,
      that
      JBI may waive compliance by any Stockholder with any representation, agreement
      or condition otherwise required to be complied with by such Stockholder under
      this Agreement or release such Stockholder from its obligations under this
      Agreement, but any such waiver or release shall be effective only if in writing
      and executed by JBI and only with respect to such Stockholder.

     

    Section
      4.04 Expenses.
      Subject
      to Section 4.11(c), all costs and expenses incurred in connection with this
      Agreement and the transactions contemplated hereby shall be paid by the party
      incurring such expenses.

     

    Section
      4.05 Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and shall be given (and shall be deemed to have been duly given
      upon
      receipt) by delivery in person, by facsimile or by registered or certified
      mail
      (postage prepaid, return receipt requested) to the respective parties at the
      following addresses (or at such other address for a party as shall be specified
      by like notice):

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (a)   if
      to any
      Stockholder:

     

    c/o
      Heritage Bancshares, Inc.

    794
      Blanding Boulevard

    Orange
      Park, Florida 32065-5721

    Attention:
      Randolph L. Knepper

    President
      and Chief Executive Officer

    Facsimile:
      (904)
      272-0090

    


    with
      an
      additional copy (which shall not constitute notice) to:

     

    Smith
      Mackinnon, PA

    255
      South
      Orange Avenue, Suite 800

    Orlando,
      Florida 32801

    Attention:
      John P. Greeley, Esquire

    Facsimile:
      (407) 843-2448

    


    (b) 
 if
      to
      JBI:

     

    Jacksonville
      Bancorp, Inc.

    100
      North
      Laura Street

    Jacksonville,
      Florida 32202

    Attention:
      Gilbert J. Pomar, III

    President
      and Chief Executive Officer

    Facsimile:
      (904)
      421-2050

    


    with
      additional copies (which shall not constitute notice) to:

     

    McGuireWoods
      LLP

    Bank
      of
      America Tower

    50
      North
      Laura Street , Suite 3300

    Jacksonville,
      Florida 32202-3661

    Attention:
      Halcyon E. Skinner, Esquire

    Facsimile:
      (904)
      360-6324

    


    Section
      4.07 Entire
      Agreement; Assignment.
      This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof and supersedes all other prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof. Neither this Agreement, nor any of the rights and
      obligations under this Agreement shall be transferred by any party without
      the
      prior written consent of the other parties hereto; provided
      that JBI
      may transfer any of its rights and obligations to any direct or indirect
      wholly-owned Subsidiary of JBI, but no such transfer shall relieve JBI of its
      obligations hereunder.

     

    Section
      4.08 Parties
      in Interest.
      This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto and their respective successors and permitted assigns. Nothing in this
      Agreement, express or implied, is intended to or shall confer upon any other
      Person any rights, benefits or remedies of any nature whatsoever under or by
      reason of this Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      4.09 Severability.
      Whenever
      possible, each provision or portion of any provision of this Agreement will
      be
      interpreted in such manner as to be effective and valid under applicable Law
      but
      if any provision or portion of any provision of this Agreement is held to be
      invalid, illegal or unenforceable in any respect under any applicable Law or
      rule in any jurisdiction such invalidity, illegality or unenforceability will
      not affect any other provision or portion of any provision in such jurisdiction,
      and this Agreement will be reformed, construed and enforced in such jurisdiction
      as if such invalid, illegal or unenforceable provision or portion of any
      provision had never been contained herein.

     

    Section
      4.10 Specific
      Performance; Remedies.
      Each of
      the Stockholders acknowledges and agrees that in the event of any breach of
      this
      Agreement, JBI would be irreparably and immediately harmed and could not be
      made
      whole by monetary damages. It is accordingly agreed that (a) each of the
      Stockholders will waive, in any action for specific performance, the defense
      of
      adequacy of a remedy at law, and (b) JBI shall be entitled, in addition to
      any
      other remedy to which it may be entitled at law or in equity, to compel specific
      performance of this Agreement. All rights, powers and remedies provided under
      this Agreement or otherwise available in respect hereof at law or in equity
      shall be cumulative and not alternative, and the exercise of any right, power
      or
      remedy thereof by any party shall not preclude the simultaneous or later
      exercise of any other such right, power or remedy by such party; provided,
      however,
      JBI
      shall have no right to consequential damages for any alleged breach of this
      Agreement by the Stockholders. The failure of any party hereto to exercise
      any
      right, power or remedy provided under this Agreement or otherwise available
      in
      respect hereof at law or in equity, or to insist upon compliance by any other
      party hereto with its obligations hereunder, and any custom or practice of
      the
      parties at variance with the terms hereof, shall not constitute a waiver by
      such
      party of its right to exercise any such or other right, power or remedy or
      to
      demand such compliance.

     

    Section
      4.11 Governing
      Law; Jurisdiction.
       (a)
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, without giving effect to the choice of law principles
      thereof.

     

    (b) Each
      of
      the parties hereto (i) consents to submit itself to the personal
      jurisdiction of the courts of the State of Florida or the Federal courts of
      the
      United States of America located in the State of Florida if any dispute arises
      under this Agreement or any transaction contemplated by this Agreement,
      (ii) agrees that it will not attempt to deny or defeat such personal
      jurisdiction by motion or other request for leave from any such court,
      (iii) waives any right to trial by jury with respect to any action, suit or
      proceeding related to or arising out of this Agreement or any transaction
      contemplated by this Agreement, (iv) waives any objection to the laying of
      venue of any action, suit or proceeding arising out of this Agreement or any
      transaction contemplated hereby in any such court, (v) waives and agrees
      not to plead or claim that any such action, suit or proceeding brought in any
      such court has been brought in an inconvenient forum and (vi) agrees that a
      final judgment in any such action, suit or proceeding in any such court shall
      be
      conclusive and may be enforced in any other jurisdiction by suit on the judgment
      or in any other manner provided by applicable Law.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) Notwithstanding
      any other provision in this Agreement, in the event of any Action (as defined
      in
      the Merger Agreement) arising out of or resulting from this Agreement, the
      prevailing party shall be entitled to recover its costs and expenses (including
      reasonable attorneys’ fees and expenses) incurred in connection
      therewith.

     

    Section
      4.12 Headings.
      The
      descriptive headings herein are inserted for convenience of reference only
      and
      are not intended to be part of or to affect the meaning or interpretation of
      this Agreement.

     

    Section
      4.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts (including by facsimile),
      each of which shall be deemed to constitute an original, but all of which
      together shall constitute one and the same instrument.

     

    IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
      executed as of the day and year first above written.

     

    
      	
              JACKSONVILLE
                BANCORP, INC.

            
	 
	By:	 
	
               

            	
              Name:

            	
              Gilbert
                J. Pomar, III

            
	 	
              Title:

            	
              President
                and Chief Executive Officer

            


    

    


     

    
      	
              STOCKHOLDERS:

            	 
	
              ______________________________

            	
              ______________________________

            
	 	 
	
              ______________________________

            	
              ______________________________

            
	 	 
	
              ______________________________

            	
              ______________________________

            
	 	 
	
              ______________________________

            	
              ______________________________

            
	 	 
	
              ______________________________ 

            	
              ______________________________ 

            


    


    
      
        
        

      

      
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