CONSULTING AGREEMENT


         THIS AGREEMENT is between James J. Bazata  Consulting,  Inc., a Florida
corporation,  hereinafter  referred to as "the Consulting Company," and American
Bank, hereinafter referred to as "the Bank."

         1.  Retention  of  Consulting  Company.  The Bank  hereby  retains  the
Consulting  Company,   and  the  Consulting  Company  hereby  agrees  to  render
consulting services to the Bank.

         2.       Consulting Company's Services.  The Consulting Company

agrees to provide the Bank with consultation and advice, on request.

         3. Term of  Agreement.  The term of this  Agreement  shall run from the
date of its execution by the parties until December 31, 2000.

         4.       Consulting Company Fee.  The Consulting Company shall
be paid the following non-refundable retainers for all services rendered by the
Consulting Company:
                  a. First Payment. The Consulting Company's first payment shall
be $50,000.00.  This payment shall be made by the Bank to the Consulting Company
within 30 days of execution of this Agreement by the Consulting Company.
                  b. Second  Payment.  The Consulting  Company's  second payment
shall be $125,000.  This payment shall be paid to the  Consulting  Company on or
before January 10, 1999.
                  c. Third Payment. The Consulting Company's third payment shall
be $125,000.  This payment shall be paid to the Consulting  Company on or before
January 10, 2000.
                  d.  Penalty for Late  Payments.  If payment is not made within
thirty days as agreed,  interest shall be due on the unpaid balance at a rate of
eighteen percent (18%) per year. If there is a collection action, the prevailing
party in such suit shall be entitled to an award of a reasonable  attorney's fee
and costs of action.
                  e.  Payments  in  the  Event  of  Death  of  Mr.  Bazata.  The
non-refundable  retainer  payments  shall  be  made  to the  Consulting  Company
notwithstanding the death of Mr. Bazata, as set forth in the preceding schedule.
         5. Arbitration.  The parties agree that all disputes concerning alleged
breaches of the  Consulting  Agreement  made by the parties  shall be decided by
arbitration   in  accordance   with  the  Rules  of  the  American   Arbitration
Association, and with the assistance of the American Arbitration Association. In
such an  arbitration,  the arbitrator  shall be authorized to award any legal or
equitable  remedies  available at law. The  prevailing  party in an  arbitration
brought pursuant to this Agreement shall be entitled to an award of a reasonable
attorney's  fee and costs of action.  Any  arbitration  award may be enforced in
court as provided by law.
         6. Execution. There shall be two duplicate originals of this Agreement,
one for each party.


FOR THE CONSULTING COMPANY:                 FOR THE BANK:


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James J. Bazata                             Gerald A. Anthony
President                                   President
James J. Bazata Consulting, Inc.            American Bank


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Date                                        Date