**EXHIBIT
      10.15**




**EMPLOYMENT
      AGREEMENT**




**THIS
      AGREEMENT** is made as of the 9th day of February 2004, between
      Merchants & Manufacturers Bancorporation, Inc.  (the
      "Employer"), a Wisconsin corporation, its successors and assigns, and Charles
      P.
      Heffernan (the "Employee").




**RECITALS**




**WHEREAS**,
      Employer is in the business of providing banking and other related services,
      to
      individuals and businesses, including to customers of Employer's affiliated
      businesses; and




**WHEREAS**,
      Employer and Employee desire to set forth terms and conditions of Employee's
      terms of employment.




**AGREEMENT**




**NOW,
      THEREFORE**, in consideration of the mutual covenants and agreements set
      forth below:




1.           **Employment**.  Employer
      shall employ Employee and Employee shall serve, on the terms and conditions
      set
      forth herein, for the period provided in Section 2.




2.           **Term
      of Employment**.  The period of Employee's employment under
      this Agreement shall be deemed to have commenced as of the date first above
      written and shall continue for a period of sixty (60) calendar months
      thereafter, unless earlier terminated as provided in this Agreement (the
      "Employment Term").  The Employment Term may thereafter be extended
      upon such terms and conditions as the parties may mutually
      determine.




3.           **Positions
      and Duties**.  Employee shall serve Employer in such capacity
      as the president of Employer may from time to time determine.  The
      parties anticipate that during the term of this Agreement Employee will be
      involved directly in providing services consistent with the type of services
      normally provided by a Chief Credit Officer, and as such services may
      evolve.  Employee shall report to the President of Employer shall
      provide such services as may be appropriate to his position and as may be from
      time to time determined by such persons.  The Board of Directors or
      Board as referred to in this Agreement means the Board of Directors of
      Merchants.  During the Employment Term, Employee shall devote
      substantially all his working time and efforts to the business and affairs
      of
      the Employer and shall not engage in any activity which is competitive with
      or
      adverse to the business of the Employer or any of its affiliates whether done
      as
      a partner, director, officer, employee, shareholder of or consultant or advisor
      to any other business.




4.           **Compensation**.  As
      compensation for services provided pursuant to this Agreement, Employee shall
      receive the compensation and other benefits set forth below:







(i)           **Base
      Salary**.  During the Employment Term, Employee shall receive
      an annual base salary ("Base Salary") in such amounts as may from time to time
      be approved by the Board of Directors.  The minimum initial Base
      Salary shall be $160,000.  Such amount shall be subject to review and
      to annual adjustment by the Board of Directors in accordance with Employer's
      normal personnel practices.  Employee's Base Salary and other
      compensation shall be paid in accordance with Employer's regular payroll
      practices.  Reduction in salary shall only occur pursuant to a
      directive issued by the Board of Directors requiring a general reduction of
      salaries for executive officers.




(ii)           **Bonus
      Payments**.  In addition to Base Salary, Employee shall be
      entitled, during the Employment Term, to such bonuses and other incentive
      compensation as may be determined from time to time by the Board of
      Directors.




(iii)           **Other
      Benefits**.  During the Employment Term, Employer shall provide
      to Employee, in addition to Base Salary, such other fringe benefits as are
      made
      generally available to employees serving in comparable positions at
      Employer.  Such benefits include participation in group health, life,
      disability, or similar insurance program and in pension, profit sharing,
      deferred compensation, 401(k) or other similar retirement program
      provided.  Granting of stock options shall be subject to approval of
      the Executive Stock Option Committee of Employer.




Employee
      shall be entitled to vacation, sick time, personal days and other perquisites
      in
      the same manner and to the same extent as provided other employees serving
      in
      comparable positions at Employer.  Executive shall be entitled to an
      auto allowance of $650.00 per month.




Nothing
      contained herein shall be construed as granting Employee the right to continue
      in any benefit plan or program, or to receive any other perquisite of
      employment, provided under this section 4(iii) (except to the extent
      Employee had previously earned or otherwise accumulated vested rights therein)
      following a valid and lawful termination, discontinuance or modification of
      such
      plan, program or perquisite.




5.           **Termination**.  This
      Agreement may be terminated, subject to payment of the compensation and other
      benefits described below, upon occurrence of any of the events described
      herein.  The date on which Employee ceases to be employed under this
      Agreement, after giving effect to the period of time specified in any notice
      requirement, is referred to as the "Termination Date."




(i)           **Death;
      Disability**.  This agreement shall terminate upon the death or
      disability of Employee.  As used in this Agreement, "disability" means
      Employee's inability, as the result of physical or mental incapacity, to
      substantially perform his duties for a period of 180 consecutive
      days.  If the Employer and Employee cannot agree as to the existence
      of a disability, the determination shall be made by a qualified independent
      physician acceptable to both parties, or alternatively, by a physician
      designated by the president of the medical society for the county in which
      Employee resides.  The costs of any such medical examination shall be
      borne by Employer.




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If
      termination occurs as a result of death or disability, no additional
      compensation shall be payable to Employee under this Agreement except as
      specifically provided herein.  Notwithstanding anything to the
      contrary contained herein, Employee shall receive all compensation and other
      benefits to which he was entitled under Section 4, and the plans and
      programs provided therein, by reason of employment through the Termination
      Date.




(ii)           **Cause**.  Employer
      may terminate Employee's employment under this Agreement for Cause at any time,
      and thereafter Employer shall have no further obligation under this
      Agreement.  Notwithstanding anything to the contrary contained herein,
      Employee shall receive all compensation and other benefits in which he was
      vested or to which he was otherwise entitled under Section 4 and the plans
      and programs provided therein, by reason of employment through the Termination
      Date.




For
      purposes of this Agreement, "Cause" shall mean:




(a)
            A
                failure by Employee to substantially perform his duties to the
                satisfaction of the Board of Directors (other than failure resulting
                from
                incapacity) after a written demand by the Board, which demand identifies,
                with reasonable specificity, the manner in which the Board believes
                Employee has not substantially performed, and Employee's failure
                to cure
                within a thirty (30) day period of time after his receipt of this
                notice;




(b)
            A
                criminal conviction of or plea of *nolo contendere* by Employee for
                any act involving dishonesty, breach of trust or a violation of the
                laws
                of the State of Wisconsin or the United
                States;




(c)
            A
                criminal conviction of or plea of *nolo contendere* by Employee for
                the commission of any felony;




(d)
            A
                material breach of fiduciary duty by Employee involving substantial
                personal profit;




(e)
            A
                willful violation of any law, rule or order by Employee (other than
                traffic violations or similar offenses);
                or




(f)
            Incompetence,
                personal dishonesty or material breach of any provision of this Agreement
                or any willful misconduct by
                Employee.




(iii)           **Voluntary
      Termination by Employee**.  Employee may voluntarily terminate
      employment at any time by giving at least thirty (30) days prior written notice
      to Employer.  In such event, Employee shall have no further obligation
      hereunder, except that Employee shall receive all compensation and other
      benefits in which he was vested or to which he was otherwise entitled under
      Section 4 and the plans and programs provided therein, by reason of his
      employment through the Termination Date.




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(iv)           **Termination
          of Employee Without Cause**.  Employer may terminate Employee's
          employment without Cause at any time by giving written notice to Employee. 
In such event Employer shall have no further obligation hereunder, except
          that
          Employee shall receive all compensation and other benefits in which he
          was
          vested or to which he was otherwise entitled under Section 4 and the plans
          and programs provided therein, by reason of his employment through the
          Termination Date, and Employee shall receive as severance his Base Salary
          in
          effect on the Termination Date continued until the date that the Employment
          Term
          would have ended had it not been terminated pursuant to this Section 5(iv),
          however such severance shall not be for less than a twelve (12) month
          period.  Such severance shall be payable in the same manner that the
          Base Salary would have been paid.  For purposes of this paragraph, a
          substantial reduction of Employee's duties by Employer shall be defined
          to be a
          termination of Employee's employment without cause.


(v)           **Suspension
      or Termination required by Regulatory Agencies**.




(a)
            If
                Employee is suspended and/or temporarily prohibited from participating
                in
                the conduct of Employer's or any of Employer's affiliates' affairs
                by a
                regulatory agency and Employee's employment is not terminated, Employer's
                obligations under the Agreement shall be suspended as of the date
                of
                service of the notice unless stayed by appropriate
                proceedings.  If the charges in the notice are dismissed, the
                Employer shall: (1) pay Employee all of the compensation withheld
                while
                its obligations under this Agreement were suspended; and (2) reinstate
                any
                of its obligations which were
                suspended.




(b)
            If
                Employee is removed and/or permanently prohibited from participating
                in
                the conduct of Employer's or any of Employer's affiliates affairs
                by an
                order issued by a regulatory agency, the obligation of Employer under
                the
                Agreement shall terminate as of the effective date of the order,
                and
                Employer shall have further obligation hereunder, except that Employee
                shall receive all compensation and other benefits in which he was
                vested
                or to which he was otherwise entitled under Section 4 and the plans
                and programs provide therein, by reason of his employment through
                the
                Termination Date.




(c)
            All
                obligations under the Agreement may be terminated, except to the
                extent
                determined that continuation of the contract is necessary to operation
                of
                Employer or any of its affiliates, at the time the Federal Deposit
                Insurance Corporation ("FDIC") enters into an agreement to provide
                assistance to or on behalf of Employer or any of Employer's affiliates
                under the authority contained in Section 13(c) of the Federal Deposit
                Insurance Act, or when Employer or any of its affiliates is determined
                by
                any appropriate bank regulatory agency to be in an unsafe or unsound
                condition.  Any rights of the parties that have been already
                earned or otherwise vested, however, shall not be affected by such
                action.




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6.
            **Noncompetition.**




(i)           **Noncompetition
      and Nonsolicitation**.




Executive
      acknowledges that the development of personal contacts and relationships is
      an
      essential element of Employer's and Employer's affiliates' business, that
      Employer has invested considerable time and money in his development of such
      contacts and relationships, that Employer and its affiliates could suffer
      irreparable harm if he were to leave Employer's employment and solicit the
      business of customers of Employer or Employer's affiliates and that it is
      reasonable to protect Employer against competitive activities by
      Executive.




Executive
      agrees that the non-competition provisions set forth herein are necessary for
      the protection of Employer and its affiliates and are reasonably limited as
      to
      (a) the scope of activities affected, (b) their duration and geographic scope,
      and (c) their effect on Executive and the public.  In the event
      Executive violates the non-competition provisions set forth herein, Employer
      shall be entitled, in addition to its other legal remedies, to enjoin the
      employment of Executive with any Significant Competitor for the period set
      forth
      herein.  If Executive violates this covenant and Employer brings legal
      action for injunctive or other relief, Employer shall not, as a result of the
      time involved in obtaining such relief, be deprived of the benefit of the full
      period of the restrictive covenant.  Accordingly, the covenant shall
      be deemed to have the duration specified herein, computed from the date relief
      is granted, but reduced by any period between commencement of the period and
      the
      date of the first violation.




Executive
      acknowledges that as a result of his employment with Employer or its affiliates
      Executive has access to confidential information concerning Employer's business,
      customers and services.  Executive agrees that during the Employment
      Term or subsequent thereto, he will not, directly or indirectly, whether in
      original, duplicated, computerized or other form, use, disclose or divulge
      to
      any person, agency, firm, corporation or other entity any confidential or
      proprietary information, including, without limitation, customer lists, reports,
      files, manuals, training materials, records or information of any kind, or
      any
      other secret or confidential information pertaining to the products, services,
      customers or prospective customers, sales, technology and business affairs
      or
      methods of Employer or any of its affiliates (collectively "Confidential
      Information") which Executive acquires or has access to during the Employment
      Term.  Notwithstanding the foregoing, Confidential Information shall
      not include information or data which is otherwise available in the public
      domain.




Executive
      agrees that he will not at any time either during or subsequent to his
      employment with Employer disclose or transmit, either directly or indirectly,
      any Confidential Information of Employer or its affiliates to any person, firm,
      corporation, association, or other entity, and will not remove this information,
      in any form whatsoever, from the premises or data base of Employer or its
      affiliates, except as required in the ordinary course of business as is
      necessary to perform Executive's duties or as required by applicable
      law.  In the event of Executive's termination from employment from
      Employer for any reason, Executive shall immediately return all Confidential
      Information of Employer, including any original, computerized or duplicated
      records to Employer.




5


Executive
      agrees that during the term of his employment with Employer, and for a term
      of
      twelve (12) months thereafter, he will not, directly or indirectly, on
      behalf of himself or on behalf of any other individual or entity, as an agent
      or
      otherwise contact, influence or encourage any of the customers of Employer,
      of
      which Executive has knowledge or based on his capacity of employment for
      Employer or its subsidiaries should reasonable have had knowledge, for the
      purpose of soliciting business or inducing such customer to acquire any product
      or service that is provided or under development by Employer or its affiliates
      from any entity other than Employer.




Executive
      agrees that during the term of his employment with Employer, and for a period
      of
      twelve (12) months thereafter, he will not, directly or indirectly,
      encourage, induce, or entice any employee of Employer or its affiliates to
      leave
      the employment of Employer or its affiliates.




Executive
      agrees that if he violates the covenants under this section, Employer shall
      be
      entitled to an accounting and repayments of all profits, compensation,
      commissions and other remuneration or benefits which the Executive has realized
      or may realize as the result of or in connection with any such
      violation.  Executive further agrees that money damages may be
      difficult to ascertain in case of a breach of this covenant, and Executive
      therefore agrees that Employer or its affiliates shall be entitled to injunctive
      relief in addition to any other remedy to which Employer or its affiliates
      may
      be entitled.




(ii)           **Prohibitions
      not Unreasonable**.  Employee recognize that the restrictions
      set forth in this section are reasonably necessary for the protection of
      Employer and they will not prevent Employee from engaging in his chosen
      profession.  Employee further recognizes that irreparable injury may
      result to Employer, its business and its property and its affiliates in the
      event of a breach by Employee of the restrictions imposed by this paragraph,
      and
      that Employee's acceptance of such restriction was a material factor in
      Employer's decision to provide the above.  Employee further agree that
      it may be extremely difficult to measure in money the damages which would be
      suffered by Employer in the event Employee fails to perform his obligations
      under this paragraph and Employer is likely to suffer irreparable injury as
      a
      result of any such breach.




(iii)           **Remedies**.  Employee
      agrees that if he violates any other provisions of this paragraph, Employer
      shall be entitled, in addition to such other remedies and damages as may be
      available at law or equity, to an injunction prohibiting Employee from engaging
      in any such prohibited acts as well as payment for the costs, expenses and
      reasonable attorneys' fees incurred by Employer in the successful enforcement
      of
      any of its rights under this paragraph.  If Employer violates this
      covenant and Employer brings legal action for injunctive or other relief,
      Employer shall not, as a result of the time involved in obtaining such relief,
      be deprived of the benefit of the full period of the restrictive
      covenant.  Accordingly, the covenant shall be deemed to have the
      duration specified herein, computed from the date relief is granted, but reduced
      by any period between commencement of the period and the date of the first
      violation.




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7.          **General
      Provisions**.




(i)           **Successors;
      Binding Agreement**.  This Agreement and the rights, interests
      and benefits of Employee shall not be assigned, transferred or pledged in any
      way.  The rights, interests and benefits to Employer under this
      Agreement shall be assignable and inure to the benefit of any successor to
      the
      Employer and it related business or to any affiliate of Employer.




(ii)           **Notice**.  All
      notices and other communications provided for in this Agreement shall be in
      writing and shall be deemed duly given when delivered or mailed by United States
      registered mail, return receipt requested, postage prepaid, addressed in the
      case of Employer to its principal office and in the case of Employee, to his
      address appearing on the records of Employer or to such other address as either
      party may have furnished to the other in writing in accordance
      herewith.




(iii)           **Expenses**.  If
      legal proceedings are necessary to enforce or interpret this Agreement, or
      to
      recover damages for breach, the prevailing party shall be entitled to recover
      reasonable attorneys' fees, costs and disbursements of such proceedings, in
      addition to any other relief to which such prevailing party may be
      entitled.




(iv)           **Withholding**.  Employer
      shall be entitled to withhold from amounts to be paid to Employee under this
      Agreement any federal, state, or local withholding or other taxes or charges
      which it is from time to time required to withhold.  Employer shall be
      entitled to rely on an opinion of counsel as to the amount or requirement of
      any
      such withholding.




(v)           **Miscellaneous**.  No
      provision of this Agreement maybe amended, waived or discharged unless such
      amendment, waiver or discharge is agreed to in writing and duly executed by
      Employer and Employee or its successor in interest.  This Agreement
      constitutes the entire agreement between the p arties with respect t o the
      subject matter hereof and supersedes all prior agreements and undertakings,
      whether written or oral, between the parties with respect thereto; no agreements
      or representations, oral or otherwise, expressed or implied, have been made
      by
      either party with respect to the subject matter hereof.  The validity,
      interpretation, construction and performance of this Agreement shall be governed
      by the laws of the State of Wisconsin.




(vi)           **Validity**.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.




(vii)          **Counterparts**.  This
      Agreement may be executed in several counterparts, all of which together will
      constitute one and the same instrument.




(viii)         **Headings**.  Headings
      contained in this Agreement are for reference only and shall not affect the
      meaning or interpretation of any provision of this Agreement.




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(ix)           **Effective
      Date**.  The effective date of this Agreement shall be the date
      indicated in the first paragraph of this Agreement notwithstanding the actual
      date of execution by any party.




**IN
      WITNESS WHEREOF**, the undersigned have duly executed this Agreement as
      of the date first above written.




EMPLOYEE




/s/
      Charles P.
      Heffernan


Charles
      P. Heffernan




Merchants
      & Manufacturers Bancorporation, Inc




/s/
      Donald
      Rowland


By:  Donald
      Rowland, President






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