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                                                                    EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                                  MADISON BANK
                                       AND
                                 JUDITH GAFFNEY

        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this day of
October 1999, by and between MADISON BANK, a Florida chartered commercial bank
(the "Employer" or the "Bank") and Judith Gaffney ("Employee"). Employer and
Employee are collectively referred to herein as the "Parties."

                                    RECITALS

        WHEREAS, the Bank wishes to retain Employee as its Senior Vice
President/Retail Banking to perform the duties and responsibilities as are
described in this Agreement and as the Bank's Board of Directors ("Board") may
assign to Employee from time to time; and

        WHEREAS, Employee desires to become employed by the Bank and to serve as
the Bank's Senior Vice President/Retail Banking in accordance with the terms and
provisions of this Agreement.

        NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:

                                 OPERATIVE TERMS

        1. EMPLOYMENT AND TERM. The Bank shall employ Employee and Employee
shall be employed pursuant to the terms of this Agreement to perform the
services specified in Section 2 herein. The initial term of employment shall be
for a period of twelve (12) months, commencing on October 18, 1999, (the
"Effective Date"). Upon each new day of the twelve (12) month period of
employment from the Effective Date until the employee's 65 birthday, the term of
this Agreement shall be automatically extended for one (1) additional day, to be
added to the end of the then-existing twelve (12) month term. Accordingly, at
all times prior to (i) the employee's attaining age 65 and (ii) a notice of
employment termination (or an actual termination), the term of this Agreement
shall be 12 full months. However, either Party may terminate this Agreement by
giving the other Party written notice of intent not to renew.

        The Board of Directors of the Bank shall, on an annual basis, review
Employee's performance and this Agreement. The automatic extensions of the term
of this Agreement shall immediately be suspended upon an employment termination
by reason of death or disability or retirement, or an employment termination
made voluntarily by the employee (other than for Good Reason as defined in
Section 9[d], or involuntarily for Cause as defined in Section 9[b]).

        In the event the Employee gives notice of employment termination, the
Bank may elect, at its sole option, to have the term of this Agreement expire
immediately or upon the 30th day following the delivery to the Employer of such
notice of employment termination. Except as otherwise provided in the following
paragraph with respect to a voluntary termination for Good Reason, a voluntary
employment


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termination by the employee shall result in the termination of the rights and
obligations of the Parties under this Agreement; provided, however, that the
terms and provisions of Section 12 shall continue to apply.

         In the event the Bank desires to involuntarily terminate the employment
of Employment (for purposes of this Agreement, a voluntary employment
termination by the employee for Good Reason shall be treated as an involuntary
termination of the employee's employment without Cause), the Bank shall deliver
to the employee a notice of employment termination, and the following provisions
shall apply:

               (a) In the event the involuntary termination is for Cause, this
               Agreement shall terminate immediately upon delivery to the
               Employee of such notice of termination. Such termination for
               Cause shall result in the termination of all rights and
               obligations of the parties under this Agreement.

               (b) In the event the involuntary termination is without Cause,
               the Employee shall be entitled to receive the severance benefits
               set forth in Section 9(f) herein 9(g) herein.

        2. POSITION, RESPONSIBILITIES AND DUTIES. During the term of this
Agreement, Employee shall serve in the following capacities and shall fulfill
the following responsibilities and duties:

           (a) SPECIFIC DUTIES: Employee shall serve as the Bank's Senior Vice
           President/Retail Banking, through election by the Board. In such
           capacity, Employee shall have the same powers, duties and
           responsibilities of supervision and management of the Bank usually
           accorded to a Senior Vice President/Retail Banking of similar
           financial institutions. In addition, Employee shall use her best
           efforts to perform the duties and responsibilities enumerated in this
           Agreement and any other duties assigned to Employee by the Board and
           to utilize and develop contacts and customers to enhance the business
           of the Bank. Specifically, Employee shall devote her full business
           time and attention and use her best efforts to accomplish and fulfill
           the following duties and responsibilities, as well as other duties
           assigned to Employee from time to time by the Board:

                (i)     managing Bank retail banking personnel;

                (ii)    serve on such committees as appointed by the Board from
                        time to time;

                (iii)   keeping the President of the Bank and the Board informed
                        of important developments concerning the Bank's retail
                        banking activities, industry developments and regulatory
                        initiatives affecting the Bank;

                (iv)    maintaining adequate expense records relating to
                        Employee's activities on behalf of the Bank;

                (v)     recommend marketing efforts to increase the retail
                        banking business of the Bank;

                (vi)    supervising all retail banking activities, including
                        branches, branch personnel, marketing and compliance;



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                (vii)   coordinating with the Bank's President to the extent
                        necessary to further the business of the Bank, keeping
                        in compliance with government laws and regulations and
                        otherwise keeping the Bank in as good a financial and
                        legal posture as possible; and

                (viii)  conduct and undertake all other activities,
                        responsibilities, and duties normally expected to be
                        undertaken and accomplished by a Senior Vice
                        President/Retail Banking of a financial institution
                        similar in scope and operation to the Bank's business.

           (b) GENERAL DUTIES: During the term of this Agreement, and except for
           illness, vacation periods and leaves of absences, Employee shall
           devote all of her working time, attention, skill and best efforts to
           accomplish and faithfully perform all of the duties assigned to
           Employee on a full-time basis. Employee shall, at all times, conduct
           herself in a manner that will reflect positively upon the Bank.
           Employee shall obtain such licenses, certificates, accreditations and
           professional memberships and designations as the Bank may reasonably
           require. Employee shall join and maintain membership in such social
           and civic organizations as Employee or the Board deems appropriate to
           foster the Bank's contacts and business network in the community.

        3. COMPENSATION. During the term of this Agreement, Employee shall be
compensated as follows:

           (a) BASE SALARY: Employee shall receive an annual salary of $85,000
           (the "Base Salary") in equal installments, in accordance with the
           Bank's standard payroll practices, reduced appropriately by
           deductions required by applicable laws. Employer may adjust the Base
           Salary from time to time based upon the Board's evaluation of
           Employee's performance. In no event, however, will the Base Salary be
           reduced without Employee's written concurrence.

           (b) INCENTIVE COMPENSATION AND BONUS: Employee shall be entitled to
           participate in any incentive compensation plans adopted by the Bank.
           In addition, Employee may be paid an annual bonus of up to 12% of the
           Base Salary upon Employee achieving certain performance goals. Such
           performance goals are to be mutually agreed upon by the Bank and
           Employee by December 31, 1999.

           (c) RELOCATION EXPENSES: The Bank shall advance to Employee packing,
           moving and out-of-pocket expenses for up to $6,000 ("Moving
           Expenses"). In the event Employee leaves the employ of the Bank
           within six months of the Effective Date, Employee shall refund the
           advanced Moving Expenses to the Bank within 30 days of termination.
           For each month thereafter that Employee remains employed by the Bank,
           the amount of required repayment shall be reduced by $1,000 per
           month.

           (d) STOCK AND OTHER BENEFIT PLANS: During the term of this Agreement,
           the Employee will be entitled to participate in and receive the
           benefits of any stock option plans, stock ownership plans,
           profit-sharing plans, 401(k) plans, deferred compensation plans, or
           other plans, benefits and privileges given to employees and
           executives of the Bank which are currently in effect at the execution
           of this Agreement or which may come into existence thereafter, to the
           extent the Employee is otherwise eligible and qualifies to so
           participate in and receive such benefits or privileges. The Bank
           shall not make any changes in such plans,



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           benefits or privileges which would adversely affect the Employee's
           rights or benefits thereunder, unless such change occurs pursuant to
           a program applicable to all executive officers (Vice President or
           above) of the Bank and does not result in a proportionately greater
           adverse change in the rights of or benefits to the Employee as
           compared with any other executive officer of the Bank. Nothing paid
           to the Employee under any plan or arrangement presently in effect or
           made available in the future shall be deemed to be in lieu of the
           Base Salary payable to the Employee pursuant to Section 3 herein.

           (e) STOCK OPTIONS: Notwithstanding Section 3(c) above, Employee shall
           be entitled under this Agreement, and Employer hereby agrees to grant
           Employee non-qualified stock options to acquire 5,000 shares of
           Employer's common stock as follows:

                (i)     Options shall be vested in five equal installments of
                        1,000 shares each. The first such vesting shall occur on
                        October 1, 2000, and annually on October 1 of each year
                        thereafter, through August 31, 2004.

                (ii)    Each installment may be exercised in full or in part at
                        anytime following the vesting date for a period of five
                        years from such date at which time any unexercised
                        options shall expire.

                (iii)   The stock option exercise price shall be the fair market
                        value of a share of Bank stock on the date of grant to
                        be determined based upon the last recorded trade of Bank
                        stock prior to the Effective Date.

                (iv)    In the event of a Change-in-Control, as defined in
                        Section 9(e) herein, any options not yet vested pursuant
                        to subsection (i) of this Section shall be automatically
                        vested on the day immediately preceding the effective
                        date of the Change-in-Control occurrence.

                (v)     Vested options may be exercised by Employee by
                        presenting an Option Exercise Purchase Form to Employer
                        indicating the number of shares to be acquired and
                        accompanied by a check in the proper amount.

        4. PAYMENT OF BUSINESS EXPENSES. Employee is authorized to incur
reasonable expenses in performing her duties. Employer will reimburse Employee
for authorized expenses, according to the Bank's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.

        5. VACATION. Employee is entitled to three (3) weeks paid vacation time
per year on a non-cumulative basis. Employee must be employed with the Bank for
six months before being eligible to take any vacation time. All vacation time
must be scheduled with advance notice to and coordination with the President of
the Bank.

        6. FRINGE BENEFITS.

           (a) MEDICAL BENEFITS: Employee is entitled to participate in all
           medical and health care benefit plans through health insurance,
           corporate funds, medical reimbursement plans or other plans, if any,
           provided by the Bank for its employees.


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           (b) CLUB MEMBERSHIPS AND EDUCATION: Employer will reimburse Employee
           for membership dues for joining service organizations such as the
           Rotary Club or Kiwanis Club. Employer will also reimburse Employee
           for admission or attendance fees for educational meetings or seminars
           offered by such organizations as BAI or FBA.

        7. DISABILITY/ILLNESS.

           (a) ILLNESS: Employee shall be paid her full Base Salary for any
           period of her illness or incapacity provided that such illness or
           incapacity does not render Employee unable to perform her duties
           under this Agreement for a period longer than three consecutive
           months. At the end of such three-month period, Employer may terminate
           Employee's employment and this Agreement.

           (b) DISABILITY: If Employer terminates this Agreement pursuant to
           Employee's disability as determined under Section 7(a) herein,
           Employer shall pay to Employee, as a disability payment, an amount
           equal to Employee's month Base Salary, payable in accordance with
           Employer's standard payroll practices, commencing on the effective
           date of Employee's termination and ending on the earlier of:

                (i)     the date Employee returns to full time employment in her
                        capacity as the Bank's Senior Vice President/Retail
                        Banking;

                (ii)    Employee's full-time employment by another employer;

                (iii)   three (3) months after the date of such termination,
                        after which Employee will be entitled to receive
                        benefits under any disability insurance plan provided by
                        the Bank; or

                (iv)    the date of Employee's death.

           Employer may satisfy its obligations under this Section of this
           Agreement, at its option, through the purchase of disability
           insurance. The provisions of such policy will control the amounts
           paid to Employee. Such disability insurance will be coordinated with
           any disability plans made available to Employee pursuant to Section 6
           of this Agreement.

           (c) CONTINUATION OF COVERAGES: During any period of illness or
           disability, Employer will continue any other life, health and
           disability coverages for Employee substantially identical to the
           coverages maintained prior to Employee's termination for disability
           coverages maintained prior to Employee's termination for disability.
           Such coverages shall cease upon the earlier of:

                (i)     Employee's full-time employment by another employer;

                (ii)    one (1) year after the date of such termination (with
                        the exception of disability insurance coverage); or

                (iii)   the date of Employee's death.





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           (d) NO REDUCTION IN BASE SALARY: During the period in which Employee
           is disabled or subject to illness or incapacity, other than as
           described in Section 7(b) herein, there shall be no reduction in
           Employee's Base Salary.

        8. DEATH DURING EMPLOYMENT. In the event of Employee's death during the
term of this Agreement, Employer's obligation to Employee shall be limited to
the portion of Employee's compensation which would be payable up to the first
working day of the first month after Employee's death, except that any
compensation payable to Employee under any benefit plan maintained by Employer
will be paid pursuant to its terms.

        9. TERMINATION.

           (a) ILLNESS, INCAPACITY OR DEATH: This Agreement shall terminate upon
           Employee's illness, incapacity or death in accordance with the
           provisions of Sections 7 and 8 herein.

           (b) TERMINATION FOR CAUSE: The Employer shall have the right, at any
           time, upon prior written notice of termination satisfying the
           requirements of Section 11 herein, to terminate the Employee's
           employment hereunder, including termination for Cause. For the
           purpose of this Agreement, termination for just cause shall mean
           termination for personal dishonesty, incompetence, willful
           misconduct, material breach of fiduciary duty, intentional failure to
           perform the duties stated in the Agreement, wilful violation of any
           law, rule or regulation (other than traffic violations or similar
           offenses), willful violation of a final cease-and-desist order,
           willful or intentional breach or negligence or misconduct in the
           performance of such duties or material breach of any provision of
           this Agreement as determined by a court of competent jurisdiction or
           in final agency action by a federal or state regulatory agency having
           jurisdiction over the Bank. For purposes of this Section, no act, or
           failure to act, on the Employee's part shall be considered "willful"
           unless done, or omitted to act by the Employee in reasonable reliance
           upon an opinion of counsel to Employer shall not be deemed to be
           willful. In the event Employee is terminated for just cause, Employee
           shall have no right to compensation or other benefits for any period
           after such date of termination.

           (c) INVOLUNTARY TERMINATION: If the Employee is terminated by
           Employer other than for just cause or in connection with a
           change-in-control of the Bank (as defined in Section 9[e] herein),
           Employee's right to compensation and other benefits under this
           Agreement shall be as set forth in Section 9(f)(i) herein. In the
           event the Employee is terminated by Employer in connection with a
           change-in-control of the Bank, Employee's right to compensation and
           other benefits under this Agreement shall be as set forth in Section
           9(f)(ii) and 9(h) herein.

           (d) TERMINATION FOR GOOD REASON: Employee may terminate her
           employment hereunder for Good Reason. For purposes of this Agreement,
           good reason" shall mean (i) a failure by the Bank to comply with any
           material provision of this Agreement, which failure has not been
           cured within ten (10) days after a notice of such noncompliance has
           been given by the Employee to the Bank; or (ii) subsequent to a
           change-in-control as defined in Section 9(e) herein and without the
           Employee's express written consent, any of the following shall occur:
           the assignment to the Employee of any duties inconsistent with the
           Employee's position, duties, responsibilities and status with the
           Bank immediately prior to a change-in-control of the Bank; a change
           in the Employee's reporting responsibilities, titles or offices as in
           effect immediately prior to a change in control of the Bank; any
           removal of the Employee from, or any failure to re-elect the Employee
           to, any of such positions, except in connection with a


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           termination of employment for just cause, disability, death, or
           removal pursuant to Sections 9(a) or 9(b) herein; a reduction by the
           Bank in the Employee's annual salary as in effect immediately prior
           to a change in control; the failure of the Bank to continue in effect
           any bonus, benefit or compensation plan, life insurance plan, health
           and accident plan or disability plan in which the Employee is
           participating at the time of a change in control of the Bank, or the
           taking of any action by the Bank which would adversely affect the
           Employee's participation in or materially reduce the Employee's
           benefits under any of such plans, or the transfer of the Employee to
           any location outside of Pinellas County, Florida or the assignment of
           substantial duties to the Employee to be completed outside Pinellas
           County, Florida.

           (e) CHANGE-IN-CONTROL: "Change in control" is defined herein to mean
           an event where a person: (i) directly or indirectly, or acting
           through one or more other persons, owns, controls or has power to
           vote more than 50% of any class of the then outstanding voting
           securities of the Bank; or (ii) controls in any manner the election
           of the directors of the Bank. For purposes of this Agreement, a
           change-in-control" shall be deemed not to have occurred in connection
           with a reorganization, consolidation, or merger of the Bank where the
           stockholders of the Bank, immediately before the consummation of the
           transaction, will own over 50% of the total combined voting power of
           all classes of stock entitled to vote of the surviving entity
           immediately after the transaction.

           (f) SEVERANCE PAYMENT:

                (i)     If the Employee shall terminate her employment for Good
                        Reason as defined in of Section 9(d) herein, or if the
                        Employee is terminated by the Bank for other than just
                        cause pursuant to Section 9(c) herein, then in lieu of
                        any further salary payments to the Employee for periods
                        subsequent to the date of termination, the Employee
                        shall be paid, as severance, twelve (12) months Base
                        Salary plus any bonus which the Employee would have been
                        entitled to hereunder;

                (ii)    In the event Employee's employment is terminated as a
                        result of a change in control or a change in control of
                        the Bank occurs within twelve (12) months of the
                        Employees' involuntary termination or termination for
                        good reason, Employee shall be entitled to a severance
                        payment equal to her current Base Salary plus any
                        incentive compensation or bonus which the Employee would
                        have been entitled to hereunder. Any payment under
                        Section 9(f)(i) and 9(f)(ii) shall be made in
                        substantially equal semi-monthly installments on the
                        fifteenth and last days of each month until paid in
                        full.

                        Any payment under Section 9(f)(i) and 9(f)(ii) shall be
                made in substantially equal semi-monthly installments on the
                15th and last days of each month until paid in full.

        10. REQUIRED PROVISIONS BY REGULATION. Employer and Employee acknowledge
that the laws and regulations governing the Parties require that certain
provisions be provided in each employment agreement with officers and employees
of the Bank. The Parties agree to be bound by the following provisions:


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           (a) SUSPENSION/TEMPORARY PROHIBITION: If the Employee is suspended
           and/or temporarily prohibited from participating in the conduct of
           the Bank's affairs by a notice served under Section 655.037 Florida
           Statutes or under Section 8(e) or (g)(1) of the Federal Deposit
           Insurance Act [12 U.S.C. ss.1818(e)(3) and (g)(1)] the Bank's
           obligations under this Agreement shall be suspended as of the date of
           such service unless stayed by appropriate proceedings. If the charges
           and the notice are dismissed, the Bank may in its discretion:

                (i)     pay the Employee all or part of her compensation
                        withheld while the obligations under this Agreement are
                        suspended; and

                (ii)    reinstate (in whole or part) any of the Bank's
                        obligations which were suspended.

           (b) PERMANENT PROHIBITION: If the Employee is removed and/or
           permanently prohibited from participating in the conduct of the
           Bank's affairs by an order issued under Section 655.037 Florida
           Statutes or Section 8(e)(4) or (g)(1) of the Federal Deposit
           Insurance Act [12 U.S.C. ss.1818(e)(4) or (g)(1)], all of the Bank's
           obligations under this Agreement shall terminate as of the effective
           date of the order, but the Employee's vested rights, if any shall not
           be affected.

           (c) DEFAULT UNDER FDIA: If the Bank is in default [as defined in
           Section 3(x)(1) of the Federal Deposit Insurance Act], all
           obligations under this Agreement shall terminate as of the date of
           default, but this subsection of this Agreement shall not affect the
           Employee's vested rights if any.

           (d) REGULATORY TERMINATION: All obligations under this Agreement
           shall be terminated, except to the extent that a determination has
           been made that continuation of this Agreement is necessary for
           continued operation of the Bank:

                (i)     by the Director or his or her designee, at the time the
                        Federal Deposit Insurance Corporation ("FDIC") enters
                        into an agreement to provide assistance to or on behalf
                        of the Bank under the authority contained in Section
                        13(c) of the Federal Deposit Insurance Act; or

                (ii)    by the Department or the Director or his or her
                        designee, at the time the Department or the Director or
                        his or her designee approves a supervisory merger to
                        resolve problems related to operation of the Bank or
                        when the Bank's determined by the Director to be in
                        unsafe or unsound condition.

                        Any of the Employee's rights that have already vested,
                however, shall not be affected by such action. For purposes of
                this subsection of this Agreement, the term "Director" shall
                mean the Director of the FDIC.




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        11. NOTICE OF TERMINATION.

            (a) EMPLOYEE'S NOTICE: Employee shall have the right, upon prior
            written notice of termination of not less than 30 days, to terminate
            her employment hereunder. In such event, Employee shall have no
            right after the date of termination to compensation or other
            benefits as provided in this Agreement, unless such termination is
            for "Good Reason", as defined in Section 9(d) herein. If the
            Employee provides a notice of termination for Good Reason, the date
            of termination shall be the date on which the notice of termination
            is given.

            (b) SPECIFICITY: Any termination of the Employee's employment by the
            Bank or by Employee shall be communicated by written notice of
            termination to the other Party hereto. For purposes of this
            Agreement, a "notice of termination" shall mean a dated notice which
            shall: (i) indicate the specific termination provision in the
            Agreement relied upon; (ii) set forth in reasonable detail the facts
            and circumstances claimed to provide a basis for termination of the
            Employee's employment under the provision so indicated; and (iii)
            set forth the date of termination, which shall be not less than 30
            days nor more than 45 days after such notice of termination is
            given, except in the case of the Bank's termination of the
            Employee's employment for Cause, in which case date of termination
            shall be the date such notice of termination is given.

            (c) DELIVERY OF NOTICES: All notices given or required to be given
            herein shall be in writing, sent by United States first-class
            certified or registered mail, postage prepaid, by way of overnight
            carrier or by hand delivery. If to the Employee (or to the
            Employee's spouse or estate upon the Employee's death) notice shall
            be sent to Employee's last-known address, and if to Employer, notice
            shall be sent to the corporate headquarters. All such notices shall
            be effective five days after having been deposited in the mail if
            sent via first-class certified or registered mail, or upon delivery
            if by hand delivery or sent via overnight carrier. Either Party, by
            notice in writing, may change or designate the place for receipt of
            all such notices.

        12. POST-TERMINATION OBLIGATIONS. Employer shall pay to Employee such
compensation as is required pursuant to this Agreement; provided, however, any
such payment shall be subject to Employee's post-termination cooperation. Such
cooperation shall include the following:

                (i)     Employee shall furnish such information and assistance
                        as may be reasonably required by Employer in connection
                        with any litigation or settlement of any dispute between
                        Employer, a customer and/or any other third parties
                        (including without limitation serving as a witness in
                        court or other proceedings);

                (ii)    Employee shall provide such information or assistance to
                        Employer in connection with any regulatory examination
                        by any state or federal regulatory agency;

                (iii)   Employee shall keep the Bank's trade secrets and other
                        proprietary or confidential information secret to the
                        fullest extent practicable, subject to compliance with
                        all applicable laws.


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        Upon submission of proper receipts, Employer shall promptly reimburse
Employee for any reasonable expenses in current by Employee in complying with
the provisions of this Section.

        13.

        14. INDEBTEDNESS. If during the term of this Agreement, Employee becomes
indebted to the Bank for any reason, the Bank may, at its election, set off and
collect any sums due Employee out of any amounts which the Bank may owe Employee
from her Base Salary or other compensation. Furthermore, upon the termination of
this Agreement, all sums owed by Employee shall become immediately due and
payable. Employee shall pay all expenses and attorney's fees actually or
necessarily incurred by the Bank in connection with any collection proceeding
for Employee's indebtedness to us. Notwithstanding any of the foregoing, any
indebtedness to us secured by a mortgage on Employee's residence shall not be
subject to the foregoing provisions, and shall be governed by the loan documents
evidencing such indebtedness.

        15. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee
shall use her best efforts and utmost diligence to guard and protect all of the
Bank's trade secrets and confidential information. Employee shall not, either
during the term or after termination of this Agreement, for whatever reason,
use, in any capacity, or divulge or disclose in any manner, to any Person, the
identity of the Bank's customers, or its customer lists, methods of operation,
marketing and promotional methods, processes, techniques, systems, formulas,
programs or other trade secrets or confidential information relating to the
Bank's business. Upon termination of this Agreement or Employee's employment,
for any reason, Employee shall immediately return and deliver to the Bank all
records and papers and all matters of whatever nature which bear trade secrets
or confidential information relating to the Bank.

        16. COMPETITIVE ACTIVITIES.

            (a) LIMITATION ON OUTSIDE ACTIVITIES: Employee agrees that during
            the term of this Agreement, except with the express consent of the
            Board, Employee will not, directly or indirectly, engage or
            participate in, become a director of, or render advisory or other
            services for, or in connection with, or become interested in, or
            make any financial investment in any firm, corporation, business
            entity or business enterprise competitive with or to any business of
            the Bank; provided, however, that Employee shall not be precluded or
            prohibited from owning passive investments, including investments in
            the securities of other financial institutions, so long as such
            ownership does not require Employee to devote substantial time to
            management or control of the business or activities in which
            Employee has invested.

            (b) AGREEMENT NOT TO COMPETE: Employee acknowledges that by virtue
            of her employment with the Bank, Employee will acquire an intimate
            knowledge of the activities and affairs of the Bank, including trade
            secrets and other confidential matters. Employee, therefore, agrees
            that during the term of this Agreement, and for a period of six
            months (in the event Employee does not receive severance
            compensation) or 12 months (in the event Employee does receive
            severance compensation) following the


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            termination of Employee's employment hereunder, Employee shall not
            become employed, directly or indirectly, whether as an Employee,
            independent contractor, consultant, or otherwise, with a
            federally-insured financial institution located in, or with any
            business enterprise, business entity or Person whose intent is to
            organize another financial institution in Pinellas County, Florida.

            Employee further agrees that for a period of 12 months following the
            termination of Employee's employment hereunder for any reason,
            Employee shall not directly or indirectly solicit the business of
            any then current customer of the Bank, regardless of whether or not
            Employee was responsible for generating such customer's business for
            the Bank. This restriction shall apply to both loan customers and
            depositors of the Bank.

            Employee hereby agrees that the duration of the anticompetitive
            covenant set forth herein is reasonable, and its geographic scope is
            not unduly restrictive.

        17. REMEDIES FOR BREACH.

            (a) ARBITRATION: The Parties agree that, except for the specific
            remedies for Injunctive Relief as contained in Section 16(b) and
            other equitable relief, any controversy or claim arising out of or
            relating to this Agreement, or any breach thereof, including,
            without limitation, any claim that this Agreement or any portion
            thereof is invalid, illegal or otherwise voidable, shall be
            submitted to binding arbitration before and in accordance with the
            Rules of the American Arbitration Association and judgment upon the
            determination and/or award of such arbitrator may be entered in any
            court having jurisdiction thereof; provided, however, that this
            clause shall not be construed to permit the award of punitive
            damages to either Party. The prevailing Party to said arbitration
            shall be entitled to an award of reasonable attorneys' fees. The
            venue for arbitration shall be in Pinellas County, Florida.

            (b) INJUNCTIVE RELIEF: The Parties acknowledge and agree that the
            services to be performed by Employee are special and unique and that
            money damages cannot fully compensate Employer in the event of
            Employee's violation of the provisions of Section 15 of this
            Agreement. Thus, in the event of a breach of any of the provisions
            of such Section, Employee agrees that Employer, upon application to
            a court of competent jurisdiction, shall be entitled to an
            injunction restraining Employee from any further breach of the terms
            and provision of such Section. Should Employer prevail in an action
            seeking an injunction restraining Employee, Employee shall pay all
            costs and reasonable attorneys fees incurred by Employer in and
            relating to obtaining such injunction. Such injunctive relief may be
            obtained without bond and Employee's sole remedy, in the event of
            the entry of such injunction, shall be the dissolution of such
            injunction. Employee hereby waives any and all claims for damages by
            reason of the wrongful issuance of any such injunction.

            (c) CUMULATIVE REMEDIES: Notwithstanding any other provision of this
            Agreement, the injunctive relief described in Section 16(b) herein
            and all other remedies provided for in this Agreement which are
            available to Employer as a result of Employee's breach of




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<PAGE>   12

            this Agreement, are in addition to and shall not limit any and all
            remedies existing at or in equity which may also be available to
            Employer.

        18. ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, her heirs, assigns,
executors, and personal representatives, and to the Bank, and to the extent
applicable, its successors, and assigns, including, without limitation, any
person, partnership, or corporation which may acquire all or substantially all
of the Bank's assets and business, or with or into which the Bank may be
consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 10(c) and 10(d) herein.

        19. MISCELLANEOUS.

            (a) AMENDMENT OF AGREEMENT: Unless as otherwise provided herein,
            this Agreement may not be modified or amended except in writing
            signed by the Parties.

            (b) CERTAIN DEFINITIONS: For purposes of this Agreement, the
            following terms whenever capitalized herein shall have the following
            meanings:

                (i)     "Person" shall mean any natural person, corporation,
                        partnership (general or limited), trust, association or
                        any other business entity.

                (ii)    "Attorneys' Fees" shall include the legal fees and
                        disbursements charged by attorneys and their related
                        travel and lodging expenses, court costs, paralegal
                        fees, etc. incurred in settlement, trial, appeal or in
                        bankruptcy proceedings.

            (c) HEADINGS FOR REFERENCE ONLY: The headings of the Sections and
            the Subsections herein are included solely for convenient reference
            and shall not control the meaning of the interpretation of any of
            the provisions of this Agreement.

            (d) GOVERNING LAW/JURISDICTION: This Agreement shall be construed in
            accordance with and governed by the laws of the State of Florida.
            Any litigation involving the Parties and their rights and
            obligations hereunder shall be brought in the appropriate court in
            Pinellas County, Florida.

            (e) SEVERABILITY: If any of the provisions of this Agreement shall
            be held invalid for any reason, the remainder of this Agreement
            shall not be affected thereby and shall remain in full force and
            effect in accordance with the remainder of its terms.

            (f) ENTIRE AGREEMENT: This Agreement and all other documents
            incorporated or referred to herein, contain the entire agreement of
            the Parties and there are no representations, inducements or other
            provisions other than those expressed in writing




                                       12


<PAGE>   13
            herein. This Agreement amends, supplants and supersedes any and all
            prior agreements between the Parties. No modification, waiver or
            discharge of any provision or any breach of this Agreement shall be
            effective unless it is in writing signed by both Parties. A Party's
            waiver of the other Party's breach of any provision of this
            Agreement, shall not operate, or be construed, as a waiver of any
            subsequent breach of that provision or of any other provision of
            this Agreement.

            (g) WAIVER: No course of conduct by Employer or Employee and no
            delay or omission of Employer or Employee to exercise any right or
            power given under this Agreement shall: (i) impair the subsequent
            exercise of any right or power, or (ii) be construed to be a waiver
            of any default or any acquiescence in or consent to the curing of
            any default while any other default shall continue to exist, or be
            construed to be a waiver of such continuing default or of any other
            right or power that shall theretofore have arisen. Any power and/or
            remedy granted by law and by this Agreement to any Party hereto may
            be exercised from time to time, and as often as may be deemed
            expedient. All such rights and powers shall be cumulative to the
            fullest extent permitted by law.

            (h) PRONOUNS: As used herein, words in the singular include the
            plural, and the masculine include the feminine and neuter gender, as
            appropriate.

            (i) RECITALS: The Recitals set forth at the beginning of this
            Agreement shall be deemed to be incorporated into this Agreement by
            this reference as if fully set forth herein, and this Agreement
            shall be interpreted with reference to and in light of such
            Recitals.

        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.


EMPLOYEE                                     MADISON BANK



                                             BY:
------------------------------------             -------------------------------
Judith Gaffney                                   Robert B. McGivney
                                                 President and Chief Executive
                                                 Officer



------------------------------------          ----------------------------------
Witness                                       Witness





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