Exhibit 10(c)

                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                           INDIAN RIVER NATIONAL BANK
                                       AND
                                JEFFREY R. MORTON

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 6th day of
Janaury, 2003, by and between Indian River National Bank, a national bank
chartered under the laws of the United States of America (the "Employer" or the
"Bank") and Jeffrey R. Morton ("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/Chief Loan Officer 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/Chief Loan Officer 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 one year, commencing on January 1, 2003 (the "Effective Date").

         The Board shall review this Agreement and the Employee's performance
each year in order to determine whether to extend this Agreement for an
additional year. The Board shall provide Employee with notice of its intent to
extend or not extend this Agreement by December 31st of each year. The decision
to extend the term of this Agreement for an additional year is within the sole
discretion of the Board; however, Employee may decline to extend this Agreement
for an additional year by providing notice to the Bank within 10 days of
receiving notice of the Bank's intent to extend this Agreement. References
herein to the term of this Agreement shall refer both to the initial term and
successive terms.

         In the event the Employee gives notice of 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
termination. Except as otherwise provided in the following paragraph with
respect to a voluntary termination for Good Reason, a voluntary employment
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, 13, 14, 15, 16, and 18 herein shall continue
to apply.

         In the event the Bank desires to involuntarily terminate Employee's
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 or due
              to illness or incapacity pursuant to Section 7 herein, this
              Agreement shall terminate immediately upon delivery to the
              Employee of such notice of termination. Such a termination for
              Cause shall result in the termination of all rights and
              obligations of the Parties under this Agreement, with the
              exception of Sections 12, 13, 14, 15, 16 and 18 herein.


                                       1
<PAGE>


              (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 and will remain subject to the
              provisions of Sections 12, 13, 14, 15, 16 and 18 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 Senior Vice
              President and Chief Loan Officer for the Bank and its parent
              holding company, Indian River Banking Company (collectively,
              "Company"), through election by the respective Boards. In such
              capacities, Employee shall have the same powers, duties and
              responsibilities of supervision and management of the Company
              usually accorded to a Senior Vice President and Chief Loan Officer
              of similar financial institutions and holding companies and shall
              report directly to the Company's Chief Executive Officer and
              President. In addition, Employee shall use Employee's best efforts
              to perform the duties and responsibilities enumerated in this
              Agreement and any other duties assigned to Employee by the
              Company's Chief Executive Officer and President and to utilize and
              develop contacts and customers to enhance the business of the
              Company. Specifically, Employee's duties shall include, but not be
              limited to:

                  (i)    managing Bank lending personnel;

                  (ii)   keeping the President of the Bank and the Board
                         informed of important developments concerning the
                         Bank's lending and credit administration activities,
                         industry developments and regulatory initiatives
                         affecting the Bank;

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

                  (iv)   recommending marketing efforts to increase the lending
                         business of the Bank; (v) supervising all Bank lending
                         and credit administration activities; and

                  (vi)   assisting the Company's Chief Executive Officer and
                         President with the preparation of the Company's annual
                         business plan and budget;

                  (vii)  assisting the Company's Chief Executive Officer and
                         President with implementing and monitoring the
                         Company's annual business plan and budget;

                  (viii) recommending to the Company's Chief Executive Officer
                         and President any necessary revisions to the Company's
                         three-year strategic plan; and

                  (ix)   conducting and undertaking all other activities,
                         responsibilities, and duties normally expected to be
                         undertaken and accomplished by the Senior Vice
                         President and Chief Loan Officer of a financial
                         institution and holding company similar in size and
                         operation to the Company's business.

              (b) GENERAL DUTIES: During the term of this Agreement, Employee
              shall devote all of Employee's 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's
              conduct shall, at all times reflect positively upon the Company.
              Employee shall obtain such licenses, certificates, accreditation's
              and professional memberships and designations as the Company may
              reasonably require.


                                       2
<PAGE>


         3. COMPENSATION. During the term of this Agreement, Employee shall
receive an annual salary of $105,000 (the "Annual Salary") payable in accordance
with the Bank's standard payroll practices. Employer may adjust the Annual
Salary from time to time based upon the Board's evaluation of Employee's
performance.

         4. PAYMENT OF BUSINESS EXPENSES. 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 four weeks paid vacation time per
year on a non-cumulative basis. All vacation time must be scheduled with advance
notice to and coordination with the Chief Executive Officer and President of the
Bank.

         6. MEDICAL BENEFITS. Employee is entitled to participate in all medical
and health care benefit plans provided by the Bank for its employees.

         7. ILLNESS/INCAPACITY. Employee shall be paid his full Annual Salary
for any period of his illness or incapacity: provided that such illness or
incapacity does not render Employee unable to perform his 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. In the event Employee is terminated pursuant to this Section,
Employee shall have no right to compensation or other benefits for any period
after such date of termination.

         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, SEVERANCE BENEFITS AND CHANGE IN CONTROL BENEFITS.

            (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 "Cause" shall mean
            termination for personal dishonesty, incompetence, misconduct or
            conduct which, in the sole discretion of the Bank's Board of
            Directors, negatively reflects upon the Bank, breach of fiduciary
            duty, failure to perform the duties stated in this Agreement,
            violation of any law, rule or regulation (other than minor traffic
            violations or similar offenses), violation of a final
            cease-and-desist order, personal default on indebtedness (which is
            not corrected within 30 days from the date of default), or material
            breach of any provision of this Agreement. In the event Employee is
            terminated for 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 Cause or in connection with a
            Change-in-Control (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,
            Employee's right to compensation and other benefits under this
            Agreement shall be as set forth in Section 9(f)(ii) herein.

            (d) Termination for Good Reason: Employee may terminate his
            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 20 days after a notice of such
            noncompliance has been given by the Employee to the Bank;


                                       3
<PAGE>



            or (ii) subsequent to a Change-in-Control as defined in Section 9(e)
            herein or 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; or the transfer of the Employee to any location outside of
            the county in which he was working immediately prior to the
            Change-in-Control.

            (e) CHANGE-IN-CONTROL: For purposes of this Agreement, a
            Change-in-Control shall mean the acquisition of more than 50 % of
            the outstanding shares of the Bank or its parent holding company,
            Indian River Banking Company.

            (f) SEVERANCE BENEFITS AND CHANGE IN CONTROL BENEFITS:

                (i)     If the Employee shall terminate his employment for Good
                        Reason as defined in section 9(d) herein, or if the
                        employee is terminated by the Bank for other than 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, 12 months' Annual Salary.
                        For example, if Employee's Annual Sa1ary is $105,000 at
                        the time of a termination which entitles Employee to
                        severance payments under this Section 9(f)(i), Employee
                        shall receive severance payments totaling $105,000,
                        payable as described below.

                (ii)    In the event Employee terminates his employment
                        hereunder for any reason within 60 Days of a
                        Chang-in-Control, Employee shall be paid, as a change in
                        control benefit, an amount equal to Employee's Annual
                        Salary for one year. For example, if Employee's Annual
                        Salary is $105,000 at the time of a termination which
                        entitles Employee to severance payments under this
                        Section 9(f)(i), Employee shall receive severance
                        payments totaling $105,000, payable as described below.

                Any payment under Section 9(f)(i) or 9(f)(ii) shall be made in
         12 substantially equal installments on the first day 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:

                (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 8(e) or (g)(l) of the Federal Deposit Insurance Act (12
                U.S.C. & 1818 (e)(3) and (g)(l) 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 the 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 8(e)(4) or
                (g)(l) of the Federal Deposit Insurance Act (12 U.S.C.
                ss.1818[e][4] or [g][l]), 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.


                                       4
<PAGE>

                (c) DEFAULT UNDER FDIA: If the Bank is in default (as defined in
                Section3[x][l] 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 Director or his or her designee, at the time 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 the
Agreement, the term "Director" shall mean the Director of the FDIC.

         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 his employment hereunder. In such event, Employee
                 shall have no right after the date of termination to
                 compensation or other benefit 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.


                                       5
<PAGE>


         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 borrower 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; and

                     (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.

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

         13. 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 his Annual 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 the Bank secured by a mortgage on Employee's
primary residence shall not be subject to the foregoing provisions, and shall be
governed by the loan documents evidencing such indebtedness.

         14. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee
shall use his 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.

         15. 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 in,
             participate in, become a director of, render advisory or other
             services to, become interested in, or make any financial investment
             in any firm, corporation, business entity or business enterprise
             whether or not 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 his 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
             12 months (in the event Employee does receive severance
             compensation) following the termination of Employee's


                                       6
<PAGE>


             employment hereunder; Employee shall not become employed, directly
             or indirectly, whether as an employee, independent contractor,
             consultant, or otherwise, with any federally-insured financial
             institution, financial holding company, bank holding company, or
             other financial services provider located in Indian River County,
             Florida that offers similar products or services as those offered
             by the Bank, or with any Person whose intent it is to organize
             another such company or entity located in Indian River County,
             Florida.

             Employee further agrees that for a period of 12 months following
             the termination of Employee's employment with severance
             compensation, 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 that its geographic
             scope is not unduly restrictive.

       16.   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 Indian River 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 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.

       17.   ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, his 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 Section 10 herein.



                                       7
<PAGE>



       18.  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 or arbitration involving the Parties and their rights
            and obligations hereunder shall be brought in the appropriate court
            in Indian River 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 herein. This
            Agreement amends, supplants and supersedes any and all prior
            agreements between the Parties. No modification, supplementation,
            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.


                                       8
<PAGE>


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

EMPLOYEE                               INDIAN RIVER NATIONAL BANK

/s/ Jeffrey R. Morton                  By: /s/ Paul A. Beindorf
---------------------------                -------------------------------------
Jeffrey R. Morton                          Paul A. Beindorf
                                           President and Chief Executive Officer



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


         IN WITNESS WHEREOF, Indian River Banking Company hereby specifically
agrees to the provisions of Section 2 of this Agreement as of the day and year
first written above.

INDIAN RIVER BANKING COMPANY


By: /s/ Paul A. Beindorf
    ------------------------------------------
        Paul A. Beindorf
        President and Chief Executive Officer





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


                                       9