CONSULTING AGREEMENT

         THIS  AGREEMENT  is made and entered  into as of this 2nd day of March,
1999, by and between  CANADIAN  IMPERIAL BANK OF COMMERCE,  a Charter bank under
the  laws of  Canada  ("CIBC")  and  FINANCIAL  SUPERMARKETS,  INC.,  a  Georgia
corporation ("FSI").

         WHEREAS, CIBC has decided to establish retail banking services delivery
centers in supermarkets  and other locations  ("Banking  Centers") in the United
States (the "Geographic Area");

         WHEREAS,  CIBC wishes to engage FSI as its  exclusive  consultant  with
respect to the establishment,  design, construction,  operation and marketing of
Banking Centers (the "Program") in the Geographic Area;

         WHEREAS, CIBC is in the process of chartering a bank to provide banking
services  in  respect of the  Program  initially  in the State of  Florida  (the
"Bank"); and

         WHEREAS,  FSI is willing upon the terms and conditions  hereinafter set
forth to enter into a consulting relationship with CIBC.

         NOW,  THEREFORE,  in consideration of the premises set forth below, and
other good and valuable  consideration,  including ten dollars (U.S.  $10.00) in
hand paid by CIBC to FSI, the receipt and sufficiency of all such  consideration
being hereby acknowledged, FSI and CIBC agree as follows:

         (1) CIBC hereby retains FSI to be its exclusive  provider of consulting
services  to  CIBC's  officers  and  employees,   subsidiaries   and  affiliates
(including but not limited to the Bank) with respect to the establishment of the
Program  by the  Bank in any  location  in the  Geographic  Area  and any  other
affiliate or successor of CIBC which  establishes  Banking  Centers in retail or
supermarket  locations  in the  Geographic  Area (the Bank and such other  banks
being hereinafter  referred to as "Program Banks") and FSI agrees to render such
services.  In  addition,  CIBC  grants  FSI a first  right of refusal to provide
consulting  services  with  respect  to the  Program  in all areas  outside  the
Geographic Area and Canada for the term of this Agreement. FSI acknowledges that
the terms of this Agreement do not apply to CIBC's Financial  Services Agreement
made as of November  1, 1997 with  Loblaws  Companies  Limited in respect of the
Presidents Choice Financial Services offer.

         (2) The general scope of FSI's duties hereunder (the "Services")  shall
be to advise and consult with the officers and employees of CIBC and the Bank in
connection  with  establishing  relationships  with  retail  partners  and,  the
establishment,  operation and marketing of the Banking  Centers.  CIBC agrees to
provide  FSI at CIBC's  cost such  marketing  materials  regarding  CIBC and its
banking services as FSI may reasonably request. FSI will also provide consulting
services with respect to bank regulatory issues if requested to do so by CIBC or
the Bank at no extra cost to CIBC or the Bank.
<PAGE>

         (3) During the term of this  Agreement FSI shall perform the consulting
services  described herein and all reasonable  tasks  incidental  thereto as the
officers  and  employees  of CIBC or the Bank may from  time to time  reasonably
request including without limitation the preparation of a marketing and training
program for the Banking  Centers.  In  performing  any of its duties  hereunder,
including  without  limitation its provision of a marketing and training program
for the Banking  Centers,  FSI shall not be liable to CIBC or to any other party
for any damages, loss or expenses, except for damages, losses or expenses caused
by the willful default or negligence of FSI.  Nothing in this Agreement shall be
deemed to create any agency,  joint venture or employment  relationship  between
FSI and CIBC,  and it is  expressly  understood  and agreed that FSI is and will
remain  an  independent  contractor  for the  purpose  of  providing  consulting
services and advice to CIBC as herein provided.

         (4) It is contemplated that FSI may also consult with and render advice
to supermarkets and other retail locations  ("Retail Owners") in connection with
the  establishment,   operation  and  marketing  of  retail  banking  and  other
depository  facilities  in retail  locations  where the Banking  Centers will be
located,  and that FSI will  receive  compensation  from Retail  Owners for such
services.  CIBC  hereby  consents  to  FSI's  provision  of  such  advisory  and
consulting  services to and its  receipt of  compensation  therefor  from Retail
Owners.  It is also  contemplated that FSI may consult with and render advice to
other  depository  institutions  in the  Geographic  Area which have  facilities
located within retail  locations,  and that FSI will receive  compensation  from
such other depository  institutions for such services. CIBC also hereby consents
to FSI's  provision  of such  advisory  and  consulting  services  to such other
depository institutions and its receipt of compensation therefor from such other
institutions. Notwithstanding the foregoing except as set forth below, FSI shall
not offer to consult with or render  advice to any Canadian,  or Canadian  owned
financial depository institution (a "CDI"). If any CDI requests that FSI consult
with or offer advice to it with respect to the  establishment  and  marketing of
banking  services in conjunction  with a retail  establishment in the Geographic
Area (the  "Opportunity"),  FSI will first offer such Opportunity to CIBC or the
Bank in writing.  If, within 30 days of receipt of such written  offer,  CIBC or
the Bank (i) advises FSI it does not wish to pursue such Opportunity,  (ii) does
not respond to the written  offer in writing to FSI or (iii) does not enter into
a binding agreement with respect to such Opportunity  within sixty days, FSI may
enter into a consulting relationship with such CDI.

         (5) FSI will also act as CIBC's  exclusive agent and consultant for the
design,  construction  and project  management and for the procurement of all of
the personal property required by the Program Banks to establish and operate the
Banking Centers,  and CIBC hereby acknowledges and agrees that the consideration
paid by CIBC to FSI for its services in the  procurement of any such items shall
be in addition to and separate from FSI's  compensation under this Agreement for
the on going consulting and advisory services rendered by it to CIBC.

         (6) In compensation  for the consulting  services  rendered  hereunder,
CIBC  shall  pay FSI a  monthly  retainer  for the term of this  Agreement  (the
"Monthly  Retainer") of U.S.  ______  beginning upon execution of this Agreement
for the first retail  partner (which  includes  Winn-Dixie  Stores,  Inc.) which
amount shall increase by U.S. _________ for each additional retail partner, plus

                                       2
<PAGE>

out-of-pocket,  travel  and other  expenses  incurred  by FSI  provided  that no
reimbursement  for  out-of-pocket  expenses  shall be  payable  with  respect to
banking  centers  located  in  Retail  Owners  with  whom  FSI has an  exclusive
relationship.  In addition, CIBC will pay FSI a monthly fee of U.S. ______ times
the number of Banking  Centers  opened by CIBC during the term of this Agreement
(the "Monthly Per Location  Fee").  The Monthly Per Location Fee shall  commence
with  respect to each  Banking  Center on the date the Banking  Center opens for
business and shall continue to be due on the first day of each succeeding  month
for so long as the lease agreements or other compensation arrangements for those
Banking  Centers remain in effect.  CIBC will also pay FSI upon the opening of a
Banking  Center with respect to Banking  Centers  opened in each Retail  Owner's
retail  location  (the  "Initial  Per  Location  Fee")  (which  amounts  will be
calculated  separately for each Retail Owner) U.S. ______ per Banking Center for
Banking Centers  _______,  U.S.  ________ per Banking Center for Banking Centers
_______,  and U.S.  _______ per Banking  Center for each Banking  Center  opened
after the _______  Banking Center.  As  compensation  for the procurement of the
personal property and the design,  construction and project management  required
for the  establishment of each Banking Center referenced in paragraph 5, CIBC or
the Bank shall pay FSI  _________________ as described in Exhibit A plus _______
per Banking  Center (which  includes  project  management  and the marketing and
training  described  in Exhibit  B). FSI agrees that it shall not charge CIBC or
the Bank more than its own costs  incurred in procuring  such  services plus the
amounts set out in Schedule "A" and that CIBC or the Bank may,  upon  reasonable
notice,  review invoices from FSI's suppliers to verify such amounts. If FSI and
CIBC mutually agree that CIBC may provide any of the services  listed in items 1
through   10  on   Exhibit  A,  then  CIBC  will  pay  FSI  the  amount  of  the
________________________________   ____________FSI  would  have  earned  had  it
supplied  such  services  at CIBC's  cost.  CIBC agrees to provide FSI copies of
invoices for such services for FSI's review. In addition, Program Banks will pay
FSI  within  45 days of the end of each  calendar  quarter  an  amount  equal to
_______ times the  _________________________  in the Geographic  Area during the
preceding    quarter    for   the    term   of   this    Agreement    based   on
___________________________________________________       ______________________
calculated  based  upon  information   contained  in  or  used  to  prepare  the
Consolidated  Reports of Condition and Income (the "Call  Report") filed by such
entities with bank regulatory  authorities.  If Program Banks offer  proprietary
cash and cash equivalent  products (such as money market mutual funds) which are
not  reflected  in the Call  Report,  then the  parties  agree in good  faith to
negotiate compensation to FSI with respect to such products.

         (7) Unless earlier terminated as provided herein,  this Agreement shall
continue as long as the Program Banks have Banking  Centers in retail  locations
in the Geographic Area. This Agreement may be terminated upon written notice (a)
by a party if the other party shall become insolvent, or generally unable to pay
its debts as they  become  due,  or shall  become the  subject of a  bankruptcy,
conservatorship,  receivership  or similar  proceeding,  or shall make a general
assignment  for the benefit of  creditors,  (b) by either party if such party is
prevented  by  bank  regulatory  authorities  from  engaging  in the  activities
contemplated by this Agreement,  or (c) by either party if CIBC does not receive
approval of its board of  directors  to commence  the Program in the  Geographic
Area (once such CIBC board  approval is received this  provision (c) shall be of
no  further  force and  effect);  provided,  however,  that the  termination  or
expiration of this  Agreement  shall not terminate the obligation of CIBC to pay
the Monthly Per Location Fees referenced in Paragraph 6 for so long as the lease

                                       3
<PAGE>

agreements or other compensation arrangements for those Banking Centers with the
Retail Owner remain in effect.

         (8) This Agreement and the rights and  responsibilities  of the parties
hereunder,  including  without  limitation CIBC's rights under Section 1 hereof,
may not be assigned or  delegated by either  party  without the express  written
consent of the other.  Notwithstanding the foregoing,  this Agreement will inure
to the benefit of and be binding upon the  successors by merger or  amalgamation
of any party to this Agreement.

         (9) All fees due to FSI hereunder  will be adjusted  annually after the
tenth  anniversary  of this  Agreement by  multiplying  such fee by the increase
(expressed as a percentage), if any, in the most recently published CPI value as
of August 1st of such  year,  from the CPI value  published  for August 1 of the
prior year.  As used herein,  "CPI" shall mean the Consumer  Price Index for all
Consumers,  U.S., City Average (1982-84 = 100) All Items Index, published by the
Bureau of Labor Statistics,  United States Department of Labor. If the CPI shall
cease  to be  compiled  and  published  at any  time  during  the  term  of this
Agreement,  but a comparable  successor  index is compiled and  published by the
Bureau of Labor  Statistics,  United States Department of Labor, the adjustments
to annual fees provided for herein shall be computed according to such successor
index,  with appropriate  adjustments in the index to reflect any differences in
the method of computation  from the CPI. If, at any time during the term of this
Agreement,  neither the CPI nor a  comparable  successor  index is compiled  and
published by the Bureau of Labor Statistics,  the index for "all items" compiled
and published by any other branch or department of the federal  government shall
be used as a basis for  calculation of the  adjustments to the fees provided for
above,  and if no  such  index  is  compiled  and  published  by any  branch  or
department of the federal government,  the statistics  reflecting cost of living
increases as compiled by any institution or organization or individual generally
recognized  as an authority by financial  and  insurance  institutions  shall be
used.

         (10) Each party agrees to indemnify and hold harmless each of the other
and their respective agents, employees and affiliates against any expense, loss,
liability  or  damage,  whether  legal  or  otherwise,  that  results  from  the
negligence, bad faith or wilful misconduct of such other party, or the breach by
such other party of any provision of this Agreement. In this Agreement, the term
"liability"  shall include any losses,  claims,  damages,  expenses  (including,
without  limitation,  reasonable  costs and  expenses in  defending  against any
losses,  claims or investigations of any nature whatsoever) or other liabilities
arising for any reasons  under this  Agreement.  This  paragraph  shall  survive
termination of this Agreement.

         (11) The  parties  agree  that  they will  not,  except  with the prior
written approval of the other party,  disclose  Confidential  Information to any
person or firm other than the other party, or use  Confidential  Information for
financial  gain  during  the term of this  Agreement  and  within 3 years of the
expiration or  termination  of this  Agreement for whatever  cause,  except that
these  restrictions  shall  not  apply to  information  that  shall  (a)  become
generally  known  through  no fault of either  party,  (b)  information  that is
disclosed to either party by a third party that has legitimate and  unrestricted
possession  thereof  and the  unrestricted  right to make such  disclosure,  (c)
information  that either party can  demonstrate  was within its  legitimate  and
unrestricted  possession  prior  to the  time of this  Agreement,  or (d)  other
information  not  rising  to the  level  of a trade  secret  after 2 years  from

                                       4
<PAGE>

expiration or termination of this Agreement.  "Confidential  Information"  means
all business records,  trade secrets,  know-how concerning  marketing,  customer
lists  or  compilations,  financial  information,  personnel  data,  information
contained in any documents  prepared by or for either party and their respective
employees at either  party's  expense or on either  party's time or otherwise in
furtherance of either party's business,  and made available only to either party
and such of its authorized  agents as may be necessary to further either party's
business,  and other  confidential  information  used and/or  obtained by either
party hereunder, are and shall remain the confidential and exclusive property of
such party.  The parties  further  agree to return to the other party all of the
above  business  records and any and all copies of the same in its control  upon
termination or expiration of this Agreement.

         (12) Each provision  contained in this  Agreement  shall be independent
and severable from all other provisions contained herein and the validity of any
such  provisions  shall  in no  way  affect  the  enforceability  of  the  other
provisions  of this  Agreement.  All  provisions  of this  Agreement  related to
ongoing payment  obligations and  confidentiality  shall survive  termination of
this Agreement.

         (13) The  parties  hereto  agree  that this  Agreement  sets  forth all
promises,  agreements  and  matters  between  them with  respect to the  matters
contained herein.

         (14) This Agreement shall be governed and enforced in accordance with
the laws of the State of New York.

         (15) All notices or other  communications  required or  permitted to be
given or made hereunder shall be in writing and delivered  personally or sent by
pre-paid, first class certified or registered mail, return receipt requested, or
by facsimile  transmission,  to the intended recipient thereof at its address or
facsimile number set out below. Any such notice or communication shall be deemed
to have been duly given  immediately (if given or made in person or by facsimile
confirmed by mailing a copy thereof to the  recipient  in  accordance  with this
Paragraph  15 on the date of such  facsimile),  or five days after  mailing  (if
given or made by mail),  and in proving the same it shall be  sufficient to show
that the envelope  containing the same was delivered to the delivery service and
duly addressed, or that receipt of a facsimile was confirmed by the recipient as
provided  above.  Either party may change the address to which  notices or other
communications  to such  party  shall be  delivered  or mailed by giving  notice
thereof to the other party hereto in the manner provided herein.

                  (a)   To CIBC:          Canadian Imperial Bank of Commerce
                                          20 Dundas Street West, 6th Floor
                                          Toronto, ON  M5G2C2
                                          Attention:  Mr. David Cyr, Senior Vice
                                            President, Electronic Banking
                                            Personal & Commercial Bank
                                          Facsimile:  (416) 861-3971

                                       5
<PAGE>


                        With copies to:   Canadian Imperial Bank of Commerce
                                          20 Dundas Street West, 6th Floor
                                          Toronto, ON  M5G2C2
                                          Attention:  Nora Brooks

                  (b)   To FSI:           Financial Supermarkets, Inc.
                                          400 N. Main Street
                                          P.O. Box 1900
                                          Cornelia, GA  30531
                                          Attention: J. Alton Wingate, President
                                            and Chief Executive Officer
                                          Facsimile:  (706) 776-7269

                        With copies to:   Kilpatrick Stockton LLP
                                          Suite 2800
                                          1100 Peachtree Street
                                          Atlanta, Georgia  303039-4530
                                          Attention:  F. Sheffield Hale
                                          Facsimile:  (404) 815-6555

         (16) This  Agreement  may be executed  simultaneously  in any number of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         (17) (a) Any and all disputes  arising out of or in connection with the
negotiation,  execution,  interpretation,  performance or nonperformance of this
Agreement  shall be solely and finally  settled by  arbitration,  which shall be
conducted  in  Atlanta,  Georgia,  or at such other  location as the parties may
agree in writing.  The  arbitrator  shall conduct the  proceedings in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
(the "Rules").  The arbitration proceeding shall be initiated in accordance with
the Rules. The parties hereby renounce all recourse to litigation and agree that
any  arbitration  award shall be final and subject to no  judicial  review.  The
arbitration shall be conducted before one arbitrator,  chosen in accordance with
the Rules.  The arbitrator  shall decide the issues submitted in accordance with
(i) the language and  commercial  purposes of this  Agreement;  and (ii) what is
just and  equitable  under  the  circumstances,  provided  that all  substantive
questions of law (excluding principles of conflicts of laws) shall be determined
under the laws of the State of New York.

                  (b) The parties agree to facilitate  the  arbitration  by: (i)
making  available  to  one  another  and  to  the  arbitrator  for  examination,
inspection  and extraction all  documents,  books,  records and personnel  under
their control  determined  by the  arbitrator to be relevant to the dispute (ii)
conducting  arbitration  hearings to the greatest  extent possible on successive
days; and (iii) observing strictly the time periods established by the Rules, or
by the arbitrator, for submission of evidence or briefs.

                                       6
<PAGE>

                  (c) Judgment on the award of the  arbitrator may be entered in
any court having  jurisdiction  over the party against which  enforcement of the
award is being sought. All deposits and other costs (other than fees of counsel)
incurred in conducting  the  arbitration  shall be borne equally by the parties.
Each party shall be solely  responsible  for its own attorney's fees incurred in
connection with the arbitration.

                  (d) This section shall survive  completion or  termination  of
this Agreement,  and shall be specifically enforceable in any court of competent
jurisdiction.  In no event shall a demand for arbitration be made after the date
when any  applicable  statute of  limitations,  or period  for claims  under the
Agreement,  would bar  institution of a legal or equitable  proceeding  based on
such dispute or subject matter in question.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized  officers to execute this Agreement and affix their  respective seals
hereto, all as of the date first set forth above.

                                                 CANADIAN IMPERIAL BANK
                                                 OF COMMERCE

                                                 BY: /s/ David Cyr
                                                     --------------------------

                                                 TITLE: Senior Vice President
                                                        ---------------------

                                                 BY: /s/ Brian Cassidy
                                                    ----------------------------

                                                 TITLE: Executive Vice President
                                                        ------------------------

(CORPORATE SEAL)                                 FINANCIAL SUPERMARKETS, INC.

ATTEST: Annette R. Fricks                        BY: /s/ J. Alton Wingate
        -----------------                            ---------------------------

TITLE: Corporate Secretary                       Title: President and CEO
       -------------------------                        ------------------------


                                       7
<PAGE>

                                    EXHIBIT A
                                COSTS OF SERVICES


1.       Site preparation (ceiling, floor, windows) as necessary

2.       Design concept of bank model to meet CIBC, the Banks,  and Winn-Dixie's
         approval

3.       Preparation of construction design documents

4.       Construction and installation of bank unit

5.       HVAC and sprinkler relocation and lighting installation

6.       Permitting costs (including impact fees) and coordination of permitting
         process

7.       Interior and exterior signage and graphics (as specified)

8.       Furniture

9.       Equipment (Includes ATM(s), PC's, PIN selector, safe(s), under counter,
         security and alarm equipment)

10.      Any  other  direct  cost  incurred  by  FSI  in  connection   with  the
         establishment of the Banking Center

11.      Administrative overhead of _______ will be added to above total

12.      Profit margin of _______ to be applied to the sum of 1 through 11

13.      CIBC will be responsible for payment of applicable sales tax

The Banking Centers will be installed  pursuant to a Master  Purchase  Agreement
which will provide for payment of the amounts set out in paragraph 6 as follows:
(1) _______ for  marketing,  training  and  project  management  and _______ for
deposits  required for items 1 through 10 payable  upon  execution of a purchase
order for the Banking  Center;  (2) the Initial Per Location Fee upon opening of
the Banking Center; and (3) the remaining amount due with respect to the Banking
Center upon delivery by FSI of invoices  detailing the final cost of the Banking
Center (including FSI's administrative and profit percentages).


                                       8
<PAGE>


                                    EXHIBIT B
                    MARKETING AND TRAINING SERVICES FOR CIBC


         FSI will  conduct a  comprehensive  training  package to assist CIBC in
establishing and running a successful  banking center program.  The package will
include an Executive  Planning  Session with  supervisors  of the program.  This
session will primarily  address issues in human resources,  sales training,  and
marketing strategies. The Executive Planning Session will be conducted with CIBC
management in either Canada or Florida.

         FSI will also conduct  Sales  Training  Sessions for the staff hired to
run the CIBC  banking  centers and call  center  agents.  The Bank will  provide
content and materials for the banking system training, to be delivered by FSI in
the same session.  These  sessions are geared toward  assisting  banking  center
personnel  in  understanding  the  unique  challenges  and  opportunities  of an
in-store  location  and  methods to  capitalize  on those  opportunities.  These
sessions will be completed on site in Orlando. For efficiency,  CIBC and FSI may
choose to schedule regular In-Store Sales Training  sessions every two weeks. As
employees are hired, they will be scheduled for sales training.  Outlines of the
Executive Planning Session and In-Store Sales Training are attached.

         After  the  initial  training  sessions,  FSI will  conduct  follow  up
sessions on request and quarterly program reviews.

         CIBC banking centers will also receive FSI's  bi-weekly  in-store sales
motivation letter and be given on-going  consulting  support via FSI's toll free
support line or Email. CIBC will also receive one complimentary registration per
banking center to the FSI Annual Membership Meeting.


                                       9
<PAGE>



                   INITIAL EXECUTIVE PLANNING SESSION FOR CIBC


Supermarket Banking:  The Future is Now
Partners:  Banker and Grocer
Getting Off on the Right Foot

HUMAN RESOURCES
Key Positions and  Characteristics  of a Banking Center
The Banking Center Staff WHERE DO YOU FIND THEM?
Key  Characteristics  for a Banking Center  Employee
The Banking Center Staff LOOKING  OUTSIDE THE BANK
Job  Description  (Banking Center Sales Manager)
Job  Description  (Banking  Center  Assistant  Sales Manager)
Job Description (Banking Center Customer Service Representative)
Staffing:  Finding the Proper Size
Sample Interview  Questions
Employee  Compensation and Incentive Pay
Sample Incentive Programs

TRAINING
Training the Banking Center Staff
Banking Center Training Schedule
In-Store Sales  Training:  Key Subjects

GRAND OPENING
Coming Soon!  GETTING OFF TO A HEAD START
News Release
The Grocery Store's Grand Opening:  Maximizing  Impact
Your "Soft" Opening:  PURPOSE,  FOCUS,  AND GOALS
A Soft-Opening Promotion
Your Grand Opening:  PURPOSE,  FOCUS, AND GOALS
The Grand Opening:  Preparations
A Grand Opening  Promotion THE TREASURE  CHEST  PROMOTION
Pre, Soft, & Grand Opening Checklist
Grand Opening Supplies

MARKETING
Rethinking Marketing
Defining the Target Market of The Banking Center
Learning the Market SUPERMARKET  CUSTOMER  PATTERNS
In-Store Personal Selling
The Coffee Table as a Selling  Center
Balloons:   MORE  THAN  JUST  HOT  AIR
Public  Address  System Announcements
PA Announcement  Samples
In-Store Signs
Building a Customer Data Base

                                       10
<PAGE>


                   CIBC/FSI IN-STORE SALES TRAINING PROTOTYPE


KEY SUBJECTS
Supermarket Banking:  The Future is Now
Partners:  Banker and Grocer
It's No Place Like Home
With Challenges Come Opportunities
Forming A Team
Understanding "Selling"
First Things First
Defining the Target Market
Learning the Market
Rethinking Marketing
The Marketing "Arsenal"
In-Store Personal Selling
Public  Address   System   Announcements
Creating  and  Making   Effective  PA Announcements
In-Store Signs
The Coffee Table as a Selling Center
Promotions and Giveaways
Promotional Ideas
The Grocery Cart Challenge
Building a Customer Data Base
You Can't Control What You Don't Measure
Time Management
It's Time to Start