EXHIBIT 10.4
                             RODERICK H. DILLON, JR.
                             -----------------------
                              EMPLOYMENT AGREEMENT
                              --------------------

     This  Employment  Agreement is made effective the 11th day of May, 2000, by
and between THE BANC STOCK GROUP, INC., a Florida  corporation (the "Company" or
"Employer") and RODERICK H. DILLON, JR. (the "Employee").

     A.   Employee was selected as President of the Company on May 11, 2000.

     B.   Employee  will  possess an  intimate  knowledge  of the  business  and
          affairs of the Company and its policies, procedures and personnel.

     C.   The Company  desires to secure the employment of Employee on behalf of
          the Company in accordance with the terms of this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     1.   EMPLOYMENT.

          a.   During the term of this  Agreement,  or any  extension or renewal
               hereof (for purposes hereof, all references herein to the term of
               this  Agreement  shall be deemed  to  include  references  to the
               period of extension or renewal  hereof,  if any)  Employee  will,
               except as described below,  devote his full time and best efforts
               to his  employment and perform  diligently  such duties as are or
               may be from time to time  required by the Board of  Directors  of
               Employer (the "Board"), which duties shall be consistent with his
               position as set forth in Paragraph 2 hereof.

          b.   Employee  shall not,  without  the prior  written  consent of the
               Board, directly or indirectly, during the term of this Agreement,
               other than in the performance of duties naturally inherent in the
               business  of  Employer  or  any  subsidiary  of  Employer  and in
               furtherance thereof, render services of a business,  professional
               or  commercial  nature to any other  person or firm,  whether for
               compensation or otherwise.  For purposes of this  Agreement,  all
               references  herein to subsidiaries of Employer shall be deemed to
               include references to subsidiaries now or hereafter existing.

          c.   Nothing in this paragraph will be construed to prohibit  Employee
               from serving on civic, religious or charitable boards, committees
               or   commissions,   or  on  boards  of  directors  of  for-profit
               corporations  so long as such  corporations  are not  directly or
               indirectly  engaged in any business that is competitive  with any
               business of Employer or its subsidiaries.

          d.   The Company will maintain a life insurance  policy on the life of
               Employee  which will pay a minimum of $100,000  death  benefit to
               Employee's beneficiary upon his death.

     2.   TERM AND POSITIONS.

          a.   Subject  to  the  provisions   for   termination  as  hereinafter
               provided,  the term of this Agreement shall be deemed to begin on
               the 11th day of May,  2000,  and shall continue for a term of one
               (1) year from such  date,  and the  employment  term  under  this
               Agreement  extends  automatically  for an additional year on each
               anniversary of this  Agreement;  unless either party notifies the
               other,  on not less than sixty (60) days  prior  written  notice,
               that it elects not to renew this Agreement.

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          b.   Employee shall serve as President and Chief Executive  Officer of
               Employer and in such similar  positions  with any  subsidiary  of
               Employer as shall, from time to time, be assigned by the Board.

     3.   COMPENSATION AND BENEFITS.

          a.   For all services he may render to Employer and any  subsidiary of
               Employer  during  the  term of  this  Agreement,  Employee  shall
               receive an annual salary of $150,000,  payable  bi-weekly (26 pay
               periods per year), and subject to proper deductions.  Employee is
               granted warrants to purchase one million shares of Class A common
               stock of the  Company  for the  price of $1.60  per  share.  Said
               warrants have a life of ten (10) years, and will vest in Employee
               at the  rate of  twenty  percent  (20%)  immediately  and  twenty
               percent  (20%)  thereafter  at the  anniversary  of each  year of
               employment. A copy of the Warrant Agreement is attached hereto as
               "Exhibit  A." Bonuses in the form of cash,  stock or other equity
               position  shall be considered by the Board from time to time, and
               at the Board's  sole  discretion.  The  compensation  provided to
               employee may be allocated to the Company and its  subsidiaries as
               appropriate.

          b.   During the term of this Agreement,  Employee shall be entitled to
               such   vacation   privileges,   hospitalization,   insurance  and
               retirement  plan  benefits  and  such  other  similar  employment
               privileges  and benefits as are afforded  generally  from time to
               time to other executives of Employer.

     4.   TERMINATION AND FURTHER COMPENSATION.

          a.   The  employment of Employee  under this  Agreement,  and the term
               hereof,  may be  terminated  by  Employer  for  cause at any time
               without the payment of any  severance  benefits  whatsoever.  For
               purposes hereof the term "cause" means:

               i.   Employee's fraud, dishonesty,  willful misconduct,  or gross
                    negligence in the performance of his duties hereunder;
               ii.  Employee's   material   breach  of  any  provision  of  this
                    Agreement; and
               iii. Employee's conviction for a crime of moral turpitude.

          Any  termination by reason of the foregoing shall not be in limitation
          of any other right or remedy Employer may have under this Agreement or
          otherwise.

          b.   In the event of termination of this Agreement by Employer without
               cause,  Employee  shall be entitled to six (6) months of his then
               current  annual  salary as severance pay but shall be entitled to
               receive no other compensation or benefits under this Agreement.

          c.   In the event that  Employee is  terminated by the Company for any
               reason other than "cause"  (defined above) within 24 months after
               the occurrence of a Control Event  (defined  below) then Employee
               will be entitled to receive the following severance benefits:

               i.   one (1) time Employee's  aggregate  compensation,  including
                    bonus,  for the most  recently  completed  fiscal year to be
                    paid  as a lump  sum  within  30  days  after  the  date  of
                    termination.
               ii.  the non-competition  provision for the Employee set forth in
                    Section 7 (b) and (c), below will be reduced to 6 months.

<PAGE>

               iii. family  medical  coverage will be continued for Employee and
                    his family at the level  provided  by the  Company as of the
                    date of  termination  for a period of one (1) year after the
                    date of  termination.  However,  should  Employee  find  new
                    employment  that provides as a benefit of employment  health
                    insurance,  then this  obligation  shall  terminate upon the
                    implementation of said replacement health insurance.
               iv.  All  Qualified  Stock  Options or  Warrants  accelerate  and
                    become vested immediately upon such scenario.

          For the purpose of this  Agreement,  the term  "Control  Event" is any
          event involving a change in control of the Company including,  but not
          limited to, the sale of a majority of the assets of the Company or the
          acquisition  of 50% or more of the  stock of the  Company  by a single
          purchaser or its affiliates. However, notwithstanding the foregoing, a
          sale of stock or the  grant  of  options  or  warrants  to  Stonehenge
          Holdings, Inc. or affiliates,  or its designees shall not, now or over
          a period of years,  be  considered  a "Control  Event" for purposes of
          this Agreement.

          d.   Should the Employee voluntarily terminate his own employment,  no
               benefits shall be due or owing.

     5.   RENEWAL.  The term of this  Agreement  may be  extended  or renewed by
          mutual agreement of Employer, acting through the Board and Employee.

     6.   REIMBURSEMENT.  Employer shall reimburse Employee (or provide him with
          an expense  allowance)  for travel,  entertainment  and other expenses
          reasonably  and  necessarily  incurred by Employee in the promotion of
          Employer's business.

     7.   COVENANTS AND CONFIDENTIAL INFORMATION.

          a.   Employee  agrees  that in the event  his  employment  under  this
               Agreement is voluntarily  terminated by Employee or is terminated
               by Employer for cause (as defined in Paragraph  4a),  then during
               the  term of this  Agreement  and for a  period  of one (1)  year
               thereafter, he will not, directly or indirectly, do or suffer any
               of the following without the prior written consent of the Board:

          b.   Own, manage, control or participate in the ownership,  management
               or  control  of,  or be  employed  or  engaged  by  or  otherwise
               affiliated or associated as a consultant,  independent contractor
               or   otherwise   with,   any  other   corporation,   partnership,
               proprietorship, firm, association, or other business entity which
               markets or sells stocks to the customers  served by Employer,  be
               employed by, operate or manage a registered investment adviser in
               the Central Ohio area; provided,  however,  that the ownership of
               not  more  than one  percent  (1%) of the  stock of any  publicly
               traded  corporation  shall  not be  deemed  a  violation  of this
               covenant;

               i.   Employ,  assist in  employing,  or  otherwise  associate  in
                    business  with  any  present,  former  or  future  employee,
                    officer  or  agent  of   Employer   or  any  of   Employer's
                    subsidiaries; and
               ii.  Induce any person  who is an  employee,  officer or agent of
                    Employer or any of Employer's subsidiaries to terminate said
                    relationship.

          c.   Employee agrees that at any time during or after the term of this
               Agreement or any amendments  hereto,  and for a period of one (1)
               year thereafter, he will not disclose,  divulge, discuss, copy or
               otherwise use or suffer to be used in any manner,  in competition
               with,  or  contrary  to  the  interests  of,  Employer  or any of
               Employer's subsidiaries,  the customer lists, research or data or
               other   trade   secrets  of   Employer   or  any  of   Employer's
               subsidiaries,  it being  acknowledged  by Employee  that all such
               information  regarding  the business of Employer  and  Employer's
               subsidiaries  compiled or obtained by, or furnished to,  Employee
               while  Employee  shall have been employed by or  associated  with
               Employer is  confidential  information  and Employer's  exclusive
               property.

<PAGE>

          d.   Employee  expressly agrees and understands that the remedy at law
               for any breach by him of this  Paragraph 7 will be inadequate and
               that  the  damages  flowing  from  such  breach  are not  readily
               susceptible to being measured in monetary terms. Accordingly,  it
               is acknowledged that upon adequate proof of Employee's  violation
               of  any  legally  enforceable  provision  of  this  Paragraph  7,
               Employer shall be entitled to immediate injunctive relief and may
               obtain a temporary  order  restraining  any threatened or further
               breach.  Nothing  in this  Paragraph  7 shall be  deemed to limit
               Employer's  remedies  at law  or in  equity  for  any  breach  by
               Employee of any of the  provisions of this  Paragraph 7 which may
               be pursued or availed of by Employer.

          e.   In the event  Employee  shall  violate  any  legally  enforceable
               provision  of this  Paragraph  7 as to which  there is a specific
               time period  during which he is  prohibited  from taking  certain
               actions or from engaging in certain  activities,  as set forth in
               such  provision,  then, in such event,  such violation shall toll
               the running of such time  period from the date of such  violation
               until such violation shall cease.

          f.   Employee has  carefully  considered  the nature and extent of the
               restrictions upon him and the rights and remedies  conferred upon
               Employer  under this  Paragraph  7, and hereby  acknowledges  and
               agrees that the same are  reasonable in time and  territory,  are
               designed to eliminate competition which otherwise would be unfair
               to Employer,  do not stifle the inherent  skill and experience of
               Employee,  would not operate as a bar to Employee's sole means of
               support,  are fully required to protect the legitimate  interests
               of  Employer   and  do  not  confer  a  benefit   upon   Employer
               dis-proportionate to the detriment to Employee.

     8.   SEVERABLE  PROVISIONS.  The provisions of this Agreement are severable
          and if any one or more  provisions  are  determined  to be  illegal or
          otherwise unenforceable, in whole or in part, the remaining provisions
          and any partially unenforceable provision to the extent enforceable in
          any jurisdiction shall, nevertheless, be binding and enforceable.

     9.   DEATH OR PERMANENT  DISABILITY.  In the event of  Employee's  death or
          permanent  disability (as hereinafter  defined)  occurring  during the
          term of this Agreement,  this Agreement shall be deemed terminated and
          he or his estate,  as the case may be, shall be entitled to no further
          compensation  or other  privileges or benefits  hereunder,  except (i)
          that portion of any unpaid salary or other benefits accrued and earned
          by  Employee  hereunder  up to  and  including  the  day of  death  or
          disability,   as  the  case  may  be;  (ii)  in  the  case  of  death,
          continuation  of salary under  Paragraph 3(a) by payment to Employee's
          surviving  spouse, if any,  otherwise to his estate,  such payments to
          continue  for one hundred  eighty  (180) days and (iii) in the case of
          permanent disability,  continuation of salary payments for twelve (12)
          months,  less,  however,  any  payments  received by Employee  (or his
          personal representative) directly from any insurer under any insurance
          policy or  disability,  the premiums which have been paid by Employer.
          Notwithstanding the foregoing, should the Company provide insurance to
          cover  disability or to provide death  benefits,  payments  under such
          insurance  will be a credit  against  payments under this Paragraph 9.
          However, in no event will Employee or his estate receive less than the
          benefits provided in this paragraph. The phrase "permanent disability"
          shall be  deemed  to  occur  after  three  hundred  (300)  days in the
          aggregate during any consecutive  eighteen (18) month period, or after
          ten (10) consecutive  months, as the case may be. Employee,  by reason
          of his  physical  or mental  disability  or  illness,  shall have been
          unable to discharge fully his duties under this Agreement.

     10.  BINDING  AGREEMENT.  The rights and obligations of Employer under this
          Agreement  shall inure to the  benefit of, and shall be binding  upon,
          Employer  and  its  successors   and  assigns,   and  the  rights  and
          obligations  of  Employee  under  this  Agreement  shall  inure to the
          benefit  of,  and  shall be  binding  upon.  Employee  and his  heirs,
          personal representatives and estate.

     11.  ARBITRATION.  With the  exception  of the  provisions  of  Paragraph 7
          above,  which paragraph is not subject to this  paragraph,  should any
          dispute at any time  arise  between  any of the  parties  hereto  with
          respect to

<PAGE>

          their rights, obligations,  duties or requirements under and by virtue
          of the  provisions of this  Agreement,  such dispute shall be referred
          to,  and  consent  and  approval  of each  of the  parties  hereto  is
          expressly given to refer said dispute for such  determination  to. The
          American  Arbitration  Association  in the City of Columbus,  Ohio, in
          accordance with its rules then obtaining,  and judgment upon the award
          may be  entered in any Court  having  jurisdiction  thereof.  The fees
          assessed for such arbitration shall be paid equally by the parties.

          *    ARBITRATION  IS FINAL AND  BINDING  ON THE  PARTIES ON ALL CLAIMS
               ARISING FROM A DISPUTE;

          *    THE PARTIES  EXCLUSIVELY  WAIVE  THEIR RIGHT TO SEEK  REMEDIES IN
               COURT, INCLUDING THE RIGHT TO A JURY TRIAL;

          *    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
               FROM COURT PROCEEDINGS;

          *    THE  ARBITRATOR'S  AWARD  IS  NOT  REQUIRED  TO  INCLUDE  FACTUAL
               FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO
               SEEK MODIFICATION OF RULINGS BY ARBITRATORS IS STRICTLY LIMITED;

          *    THE  RULES  OF  THE  NASD  MAY  REQUIRE  THE  APPOINTMENT  OF  AN
               ARBITRATOR OR A PANEL OF  ARBITRATORS  WHO WERE OR ARE AFFILIATED
               WITH THE SECURITIES INDUSTRY

     12.  NOTICES.  Any  notice  to be  given  under  this  Agreement  shall  be
          personally  delivered  in writing or shall have been deemed duly given
          after it is  posted  in the  United  States  Mails,  postage  prepaid,
          registered or certified,  return receipt  requested,  and if mailed to
          Employer,  shall be  addressed to Employer at its  principal  place of
          business,  attention:  Sandra L.  Quinn,  Secretary,  and if mailed to
          Employee,  shall be addressed to him at his home address last shown on
          the records of  Employer,  or at such other  address or  addresses  as
          either Employer or Employee may hereafter  designate in writing to the
          other.

     13.  WAIVER.  The  failure of either  party to  enforce  any  provision  or
          provisions  of this  Agreement  shall not in any way be construed as a
          waiver of any such provision or provisions as to any future violations
          thereof,  nor prevent that party  thereafter  from  enforcing each and
          every  other  provision  of this  Agreement.  The rights  granted  the
          parties  herein are  cumulative  and the  waiver of any single  remedy
          shall not  constitute  a waiver of such  party's  right to assert  all
          other legal remedies available to it under the circumstances.

     14.  MISCELLANEOUS.   This  Agreement   supersedes  all  prior   employment
          agreements  and  understandings  between  the  parties  and may not be
          modified  or  terminated  orally.  No  modification,   termination  or
          attempted  waiver of this  Agreement  shall be valid unless in writing
          and  signed  by the  party  against  whom  the  same is  sought  to be
          enforced.  This Agreement shall be governed by and construed according
          to the laws of the State of Ohio.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
authority of its Board of Directors, and Employee has hereunto set his hand, the
day and year set forth below.

THE COMPANY:                            EMPLOYEE:
THE BANC STOCK GROUP, INC.              RODERICK H. DILLON, JR.


By: /S/ James G. Mathias                /S/ Roderick H. Dillon, Jr.
    ---------------------------             ---------------------------
    James G. Mathias, Chairman
    Board of Directors

Date: June 6, 2000                      Date: June 6, 2000
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