EXHIBIT
      B

    


    NON-COMPETITION
      AGREEMENT

    RELATED
      TO THE SALE OF GOODWILL

     

    _____________________

     

    This
      Non-Competition Agreement Related to the Sale of Goodwill (this
      “Agreement”) is entered into as of January 28, 2008, by and among Jacksonville
      Bancorp, Inc., a Florida corporation (“JBI”), and the undersigned, an individual
      residing in the State of Florida (“Seller”).

     

    RECITALS

     

    Whereas,
      in
      contemplation of the merger of Heritage Bancshares, Inc., a Florida corporation
      (“HBI”), with and into JBI pursuant to the terms of that certain Agreement and
      Plan of Merger by and between JBI and HBI dated as of January 28, 2008 (the
      “Merger Agreement”), Seller and JBI desire to enter into this Agreement
      effective as of the “Closing” (as defined in the Merger Agreement);


     

    Whereas,
      pursuant to the Merger Agreement, Seller will sell all of Seller’s “HBI Common
      Stock” (as defined in the Merger Agreement) for the consideration to be paid to
      HBI stockholders in connection with the Merger; 

     

    Whereas,
      pursuant to the Merger Agreement, JBI shall cause Seller’s HBI Common Stock to
      be purchased for the consideration to be paid to HBI stockholders in connection
      with the Merger;

     

    Whereas,
      Seller
      recognizes that the goodwill of HBI is a material asset that JBI is acquiring
      under the Merger Agreement, and that JBI is paying additional consideration
      under the Merger Agreement in recognition of the goodwill of HBI; and


     

    Whereas,
      in
      consideration of JBI’s payment of consideration under the Merger Agreement in
      recognition of the value of the goodwill of HBI, Seller has agreed to be bound
      by the restrictive covenants set forth in this Agreement to ensure that JBI
      derives the benefit of the goodwill of HBI that JBI is purchasing pursuant
      to
      the Merger Agreement. 

     

    Now,
      Therefore,
      in
      consideration of the promises and covenants herein and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, JBI and the Seller agree as follows:

     

    AGREEMENT

     

    1. Seller
      Acknowledges the Sale of Goodwill.
      Seller
      acknowledges that the promises and restrictive covenants that Seller is
      providing in this Agreement are reasonable and necessary for the protection
      of
      HBI to be acquired by JBI pursuant to the Merger Agreement and JBI’s legitimate
      interests in the transactions contemplated by the Merger Agreement. Seller
      acknowledges that, in connection with the consummation of the transactions
      contemplated by the Merger Agreement, all of Seller’s equity interests in HBI
      will be purchased or otherwise acquired by JBI. Seller further acknowledges
      that
      Seller is selling all of Seller’s equity interests in HBI in connection with the
      transactions contemplated by the Merger Agreement and that the goodwill of
      HBI
      was a material consideration in JBI’s decision to enter into the transactions
      contemplated by the Merger Agreement. Seller acknowledges that if Seller were
      to
      engage in a “Competitive Business” (as defined below) subsequent to the
      consummation of the transactions contemplated by the Merger Agreement, such
      competition would materially and adversely affect the value of HBI acquired
      by
      JBI in the transactions contemplated by the Merger Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Restrictive
      Covenants Related to Non-Competition.
      

     

    Seller
      agrees as follows:

     

    (a) Non-Competition.
      Effective as of the Effective Time and until the second anniversary of the
      Effective Time (such period, the “Restricted Period”), Seller will not, directly
      or indirectly:

     

    (i) engage
      in, enter the employ, or have any interest in, directly or indirectly (either
      as
      executive, partner, director, officer, consultant, principal, agent or
      employee), any other bank or financial institution or any entity which either
      accepts deposits or makes loans (whether presently existing or subsequently
      established), or that is in the process of organizing a bank planning to do
      business, in Clay County, Florida and/or any county that is contiguous to Clay
      County, Florida (a “Competitive Business”);

     

    (ii) enter
      the
      employ of, or render any service to, any “Person” (as defined in the Merger
      Agreement), or any division or controlled or controlling affiliate of any
      Person, who or which is a Competitive Business; or

     

    (iii) acquire
      a
      financial interest in, or otherwise become actively involved with, any
      Competitive Business, directly or indirectly, as an individual, partner,
      stockholder, officer, director, principal, agent, employee, trustee or
      consultant.

     

    Notwithstanding
      the foregoing, nothing contained in this Section 2(a) shall prohibit Seller
      from
      (i) investing, as a passive investor, in any bank or other financial institution
      engaged, directly or indirectly, in a Competitive Business, provided that
      Seller’s beneficial ownership of any class of such company’s securities does not
      exceed five percent (5%) of the outstanding securities of such class and (ii)
      rendering professional legal advisory services to a Competitive Business in
      such
      Seller’s capacity as an attorney.

     

    (b) Non-Solicitation
      of Customers.
      During
      the Restricted Period, Seller will not, whether on Seller’s own behalf or on
      behalf of or in conjunction with any person, directly or indirectly solicit
      or
      assist in soliciting the business of or any investment from any client,
      prospective client, investor or customer of HBI, to the extent such business
      or
      investment being so solicited could be considered a Competitive Business
      (collectively, the “Customers”).

     

    Notwithstanding
      the foregoing, Seller shall not be prohibited from providing professional
      services of any kind, to any person who may be a Customer, if Seller’s
      relationship with such person arose or arises out of activities undertaken
      by
      Seller outside the scope of Seller’s service with HBI and Seller does not
      otherwise interfere with such person’s relationship with HBI as a Customer of
      HBI.

     

    
      
        
        

      

      
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    (c) Non-Interference
      with Business Relationships.
      During
      the Restricted Period, Seller will not interfere with, or attempt to interfere
      with, business relationships (whether formed before, on or after the date of
      this Agreement) between HBI, on the one hand, and any of its
      Customers.

     

    (d) Non-Solicitation
      of Employees.
      During
      the Restricted Period, Seller will not, whether on Seller’s own behalf or on
      behalf of or in conjunction with any person, directly or
      indirectly:

     

    (i) solicit
      or encourage any employee of HBI to leave the employment of HBI; or

     

    (ii) hire
      any
      such employee who was employed by HBI as of the Closing or who left the
      employment of HBI coincident with, or within one-year prior to or after, the
      Closing.

     

    3. Injunctive
      Relief.
      The
      remedy at law for any breach of Section 2 of this Agreement is and will be
      inadequate, and in the event of a breach or threatened breach by Seller of
      any
      of the above provisions of this Agreement, JBI and successors, without proving
      actual damages, shall be entitled to an injunction restraining Seller from
      violating the provisions of Section 2 of this Agreement. Nothing herein
      contained shall be construed as prohibiting JBI or its successors from pursuing
      any other remedies available to it or them for such breach or threatened breach,
      including without limitation the recovery of monetary damages from
      Seller.

     

    4. General
      Provisions.

     

    (a) Successors
      and Assigns.
      This
      Agreement shall bind and shall inure to the benefit of JBI and any and all
      of
      its successors and assigns, whether by merger, consolidation, transfer of
      substantially all assets or similar transaction. 

     

    (b) Reasonable
      Covenants.
      It is
      expressly understood and agreed that although Seller and JBI consider the
      restrictions contained in Section 2 of this Agreement to be reasonable, if
      a final judicial determination is made by a court of competent jurisdiction
      that
      the time or territory or any other restriction contained in this Agreement
      is an
      unenforceable restriction against Seller, the provisions of this Agreement
      shall
      not be rendered void but shall be deemed amended to apply as to such maximum
      time and territory and to such maximum extent as such court may judicially
      determine or indicate to be enforceable (provided that in no event shall any
      such amendment broaden the time period or scope of any restriction herein).
      Alternatively, if any court of competent jurisdiction finds that any restriction
      contained in this Agreement is unenforceable, and such restriction cannot be
      amended so as to make it enforceable, such finding shall not affect the
      enforceability of any of the other restrictions contained herein.

     

    (c) Certain
      Definitions.
      Capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the Merger Agreement. The term “Heritage Bancshares, Inc.”
shall be deemed to refer to any successor entity thereto.

     

    
      
        
        

      

      
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    (d) Waiver
      of Breach.
      The
      waiver by JBI of a breach of any provision of this Agreement by Seller shall
      not
      operate or be construed as a waiver of any subsequent breach by
      Seller.

     

    (e) Amendment.
      Any
      amendment or modification of this Agreement will be effective only if it is
      in
      writing, signed by the party to be charged.

     

    (f) Governing
      Law.
      The
      validity of this Agreement and the interpretation and performance of all of
      its
      terms shall be governed exclusively by the laws of the State of Florida
      regardless of the forum.

     

    (g) Prevailing
      Party.
      In the
      event of any Action 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.

     

    (h) Counterparts.
      This
      Agreement may be executed on separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      shall
      constitute one and the same agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first above written.

     

    

      
        	
                JACKSONVILLE
                  BANCORP, INC.

              
	 
	By:                                                                                       
                 
	
                        
                  Gilbert J. Pomar, III

              
	
                        
                  President and Chief Executive Officer

              
	 
	
                SELLER

              
	 
	                                                                       
                 


      

    

     

    
      
        
        

      

      
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