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                                  EXHIBIT 10.1

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                    ----------------------------------------


         This Second Amendment to Employment Agreement is made and entered into
effective as of the 28th day of April, 1997, by and between CAPITAL FACTORS
HOLDING, INC., a Florida corporation (the "Company"), CAPITAL FACTORS, INC., a
Florida corporation ("Factors"), and JOHN W. KIEFER (hereinafter called the
"Executive").

                                    RECITALS
                                    --------

         WHEREAS, the Company and the Executive entered into an Employment
Agreement (the "Employment Agreement") pursuant to which the Executive renders
certain services to the Company; and

         WHEREAS, the Company and the Executive desire to amend the Employment
Agreement in accordance with the terms of this Amendment.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Amendment, and other good and valuable consideration, the
parties to this Amendment agree as follows:

         1.       All capitalized terms in this Amendment shall have the same 
meaning as in the Employment Agreement, unless otherwise specified.

         2.       Section 3.3(f) of the Agreement is hereby amended to read as
follows:

                  "(f) The Executive shall be entitled to receive the estimated
                  amount of the Incentive Compensation (the "Estimated Incentive
                  Compensation"), net of any withholding and other taxes, within
                  fifteen (15) days after the end of each year during the Term,
                  such Estimated Incentive Compensation to be determined by the
                  Compensation Committee based on the Company's unaudited
                  consolidated financial statements as reviewed and approved by
                  the Board. In no event shall the Estimated Incentive
                  Compensation exceed the amount, if


                                       


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                  any, by which (i) $1,000,000 exceeds (ii) all remuneration,
                  other than the Incentive Compensation, payable to the
                  Executive that is required to be taken into account in
                  determining the maximum amount of such remuneration that may
                  be deducted by the Company under Section 162(m) of the Code
                  for the year for which the Incentive Compensation is payable.
                  The Estimated Incentive Compensation will be subject to upward
                  or downward adjustment based on the Company's annual audited
                  consolidated financial statements from the Company's
                  independent certified public accountants (the "Adjustment").
                  The Adjustment shall be paid by the Executive to the Company,
                  or shall be paid by the Company to the Executive, as the case
                  may be, within fifteen (15) days of receipt of the Company's
                  audited consolidated financial statements, but in no event
                  prior to the date on which the Compensation Committee of the
                  Company has certified in writing that the performance goals
                  upon which the Incentive Compensation is based have been met.
                  In the event the Executive does not reimburse the Company for
                  any Adjustment within such fifteen-day period, the Company
                  shall have the right to offset the Adjustment against any
                  other payments due to the Executive hereunder."

         3.       A new paragraph (g) is hereby added to Section 3.3 of the 
Agreement, to read as follows: 
                 
                  "(g) For purposes of determining the Executive's Incentive
                  Compensation for any year during the Term:

                           (i) the Executive's Base Salary taken into account
                  shall be equal to the Executive's Base Salary as of March 31
                  of the calendar year for which the Incentive Compensation is
                  payable, and

                           (ii) the maximum amount of Base Salary that may be
                  taken into account shall be $600,000."

         4.       Section 3.4 of the Agreement is hereby amended by adding the
following paragraphs to the end thereof:

                           "For purposes of determining the Deferred
                  Compensation earned for any year during the Term:

                           (i) the Executive's Base Salary taken into account
                  shall be equal to the Executive's Base Salary as of the March
                  31 of the calendar year for which the Deferred Compensation is
                  payable, and

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                           (ii) the maximum amount of Base Salary that may be
                  taken into account shall be $600,000.

                           In no event shall any Deferred Compensation earned
                  for any year be paid prior to the date on which the
                  Compensation and Benefits Committee of the Company has
                  certified in writing that the performance goals upon which the
                  Deferred Compensation is based have been met."

         5.       Section 3.6 of the Agreement is hereby amended to read as 
follows:

                  "3.6     EVENT OF NON-DEDUCTIBILITY.

                           SECTION 162(M) LIMITS. Notwithstanding any other
                  provision of this Agreement, if the Company becomes a separate
                  publicly-held corporation (a "Separate Publicly Held
                  Corporation") for purposes of Section 162(m) of the Internal
                  Revenue Code of 1986, as amended, and the regulations
                  thereunder (collectively, "Section 162(m)"), then for each
                  calendar year that ends after the first regularly scheduled
                  meeting of the Company's shareholders that occurs more than 12
                  months after the Company becomes a Separate Publicly Held
                  Corporation, payment of the portion (the "Section 162(m)
                  Portion") of the Executive's Incentive Compensation and
                  Deferred Compensation that would not otherwise be deductible
                  by reason of Section 162(m) (determined after taking into
                  account all other remuneration required to be taken into
                  account under Section 162(m) for the year), shall be subject
                  to the following conditions: (i) the performance goals set
                  forth in Sections 3.3 and 3.4 that must be satisfied in order
                  for the Section 162(m) Portion to be earned for that year
                  shall be subject to the approval of, and may be modified by,
                  the Compensation Committee of the Company, at such times as
                  may be required for the Section 162(m) Portion to be
                  deductible under Section 162(m); (ii) payment of the Section
                  162(m) Portion shall be subject to the approval by the
                  shareholders of the Company of the material terms of the
                  performance goals relating to the Section 162(m) Portion
                  before the Section 162(m) Portion is paid; and (iii) the
                  maximum amount of Incentive Compensation and Deferred
                  Compensation payable to the Executive is as set forth in
                  Sections 3.3 and 3.4 and Exhibits "C" and "D". In addition,
                  the grant of options to purchase shares of Common Stock
                  pursuant to Section 4.5 hereof shall be subject to and
                  conditioned upon (i) the approval by either the Stock Option
                  Committee of Capital Bancorp before the Company becomes a
                  Separate Publicly Held Corporation or the Compensation
                  Committee of the Company after the Company becomes a Separate
                  Publicly Held Corporation, and (ii) the approval by
                  shareholders of the Company after the Company becomes a

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                  Separate Publicly Held Corporation, of a stock option plan
                  pursuant to which the options shall be granted.

         6.       All other terms and conditions of the Employment Agreement 
shall remain the same. 
         
         IN WITNESS WHEREOF, the parties have caused this Amendment to be
         duly executed effective as of the day and year first above written.


                                              COMPANY:

                                              CAPITAL FACTORS HOLDING, INC.


                                              By: /s/ Javier J. Holtz
                                                  -----------------------------

                                              FACTORS:

                                              CAPITAL FACTORS, INC.


                                              By: /s/ Javier J. Holtz
                                                  -----------------------------


                                              EXECUTIVE:


                                                  /s/ John W. Kiefer
                                              ---------------------------------
                                              JOHN W. KIEFER


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