EMPLOYMENT AGREEMENT


         THIS AGREEMENT is between American Bancshares, Inc. ("ABI"), a Florida
corporation, and Jerry L. Neff ("the Employee"), an individual.

         WHEREAS, the Employee is currently serving both as interim President of
ABI,  and as interim  President  of American  Bank,  an ABI  subsidiary,  and as
interim President of Freedom Finance Company, also an ABI subsidiary; and

         WHEREAS, the Board of Directors of ABI, following careful consideration
of the Employee's  performance in recent months as interim President,  which has
been entirely  satisfactory to the Board,  and in order to reward the Employee's
distinguished  service in the past, to ensure that the  Employee's  compensation
and benefits will be competitive with other successful banking corporations, and
to encourage the  Employee's  full  attention and dedication to ABI and American
Bank  in  the  event  of  a  threatened  Change  of  Control,  as  defined  more
specifically  in this  contract,  promoted  the  Employee  from the  position of
interim  President  into the position of President,  and this Agreement will set
forth the terms and conditions of his employment in this new position;

          NOW THEREFORE,  in  consideration  of the continued  employment of the
Employee by ABI, and of the mutual promises made herein,  and for other good and
valuable   consideration,   the  receipt   and   adequacy  of  which  is  hereby
acknowledged, the parties agree as follows:

         1. Employment.  This is an employment  contract.  Through  execution of
this contract,  ABI offers continued  employment,  and the Employee accepts that
offer.   The  revised  terms  and  conditions  of  the   Employee's   employment
relationship will be set forth in this Agreement.

         2.  Duties.  The  Employee  shall be employed as  President  of ABI, as
President of American  Bank,  and as President of Freedom  Finance  Company.  In
addition, if ABI forms or acquires other subsidiaries, the Employee may be asked
to assume management responsibility of or within those corporations,  as well as
within Freedom Finance  Company,  another ABI subsidiary.  Put in general terms,
the   Employee   will  be  expected  to  perform  such   executive   duties  and
responsibilities  as are commensurate  with his status as ABI President,  and as
may be assigned by ABI's Board of Directors, in its sole discretion.

         3. Term of Agreement. The term of this Agreement is three years. Unless
either ABI or the Employee  gives written  notice of  non-renewal at least sixty
(60) days prior to the first  Anniversary  Date of this Agreement,  the contract
term  shall  automatically  be  renewed,  as of that  Anniversary  Date,  for an
additional  one  year  period.  Automatic  renewal  shall  take  place  at  each
subsequent  Anniversary  Date where  there is no written  notice of  non-renewal
provided within sixty (60) days of the  Anniversary  Date. In other words, it is
the  intent  of the  parties  to  create a  "rolling"  term for this  Agreement.
Notwithstanding  the  foregoing,  in the  event of a  Change  in  Control,  this
paragraph  shall  become  inoperative,  and the term of the  Agreement  shall be
determined  in  accordance  with the  paragraph  governing  Change  in  Control.
Furthermore,  this Agreement can be terminated  prior to the end of the contract
term as provided by paragraph 6.

         4.       Compensation.

                  a. Salary.  The Employee's salary shall be ONE HUNDRED SEVENTY
FIVE THOUSAND DOLLARS ($175,000) per year, payable to the Employee in accordance
with ABI's normal payroll  periods.  Because the Employee is jointly employed by
ABI and its  subsidiary  corporations,  and may be involved in the management of
other ABI subsidiaries in the future,  the Employee's salary may be paid in part
by ABI subsidiary corporations where the Employee serves as an executive, and as
a joint  employee,  of those  corporations.  The total amount of the  Employee's
salary may not be  decreased  by ABI.  However,  it may be  increased,  in ABI's
complete discretion.

                  b. Incentive Compensation. In addition to salary, the Employee
shall be entitled to earn incentive  compensation,  the amount of which,  as set
forth  below,  shall be payable  annually  upon the later of receipt by American
Bank of the  Bank's  year-end  financial  statements,  as  audited by the Bank's
certified public accountants or May 1. The amount of incentive  compensation for
which  the  Employee  may be  eligible  shall be based on the  Bank's  return on
average  assets  ("ROAA")  and  calculated  using  the  following  formula:  The
incentive  compensation shall be an amount equal to ten percent (10%) multiplied
by the Employee's  salary if the Bank's actual annual ROAA equals or exceeds the
projected  annual  ROAA as set  forth in the  Bank's  annual  budget;  provided,
however,  at the discretion of the Bank, the incentive  compensation  may be any
amount less than 10%  multiplied by the  Employee's  salary if the Bank's actual
annual  ROAA is less than the  projected  annual ROAA as set forth in the Bank's
final budget;  further  provided,  at the  discretion of the Bank, the incentive
compensation may be any amount more than 10% multiplied by the Employee's salary
if the Bank's actual annual ROAA substantially exceeds the projected annual ROAA
as set forth in the Bank's final budget.

                  c.  Memberships.  ABI  shall  pay the  cost  of such  Employee
memberships as may be approved by theABI Board of Directors.

                  d. 401(k)  Plan.  The  Employee is  currently  eligible  for a
401(k) plan. He shall receive such contributions to his account in that plan, or
into his account in any other 401(k) plan subsequently  created by ABI as may be
approved pursuant to the terms of such plans.
<PAGE>

                  e.  Options.  The Employee is eligible to  participate  in the
American Bancshares Incentive Stock Option Plan (ISOP) to the extent recommended
by the Executive Committee and approved by the Board of Directors.

                  f. Group  Insurance.  The Employee  shall be entitled to group
insurance  benefits  in  accordance  with the  terms of  group  insurance  plans
maintained by ABI or any of its subsidiaries.

                  g.  Expenses.  ABI agrees to pay all  ordinary  and  necessary
business  expenses  incurred  by the  Employee,  including  but not  limited  to
reasonable business travel expenses,  and expenses associated with attendance at
seminars, speeches, meetings, and associations,  provided that the Employee must
comply with any ABI or Bank policies on expense reimbursement.

                  h. Vacation.  The Employee shall be entitled to four (4) weeks
vacation benefits.

                  i.  Automobile  Allowance.   The  Employee  shall  receive  an
automobile  allowance of SEVEN HUNDRED DOLLARS  ($700.00) per month, and mileage
reimbursement  as provided  by the  policies  of  American  Bank (this  includes
reimbursement  of  mileage  for  travel  out of  Manatee  County  on ABI or Bank
business).

         5. Time Devoted to  Employment.  The  Employee  shall devote all of his
business  time,  attention  and energies to the business  affairs of ABI and its
subsidiaries,  and shall not,  while  employed  by ABI,  be engaged in any other
business  activity,  whether or not such business  activity is pursued for gain,
profit or other  pecuniary  advantage;  however,  this shall not be construed as
preventing the Employee from investing personal assets in such form or manner as
will not require any services on the part of the Employee.

         6.       Termination of Agreement.

                      a.   Termination by the Employee.  The Employee may
terminate this Agreement, with or without cause, by giving ABI thirty (30) days
written notice of resignation. The Employee  may be  released  at any  time  by
ABI,  without  any  severance  pay obligation, after he submits his resignation.

                  b.  Termination  by the Bank for Cause.  ABI may terminate the
Employee's  employment,  and this  Agreement,  for "just  cause,"  by giving the
Employee  thirty (30) days  written  notice of  discharge  for "just  cause," or
paying the Employee his salary for the thirty (30) day notice  period in lieu of
giving notice.  The Employee shall not be entitled to any severance pay if he is
discharged  for "just cause." The term "just cause," as used in this  Agreement,
includes, but is not limited to, the following:

                           1.       The Employee's refusal or willful failure to
                                    perform  duties  appropriately  assigned  by
                                    ABI's   President  or  Board  of  Directors,
                                    unless  the  Employee  is unable to  perform
                                    such duties due to a disability amounting to
                                    a "serious  health  condition" as defined in
                                    the federal Family and Medical Leave Act;

                           2.       The  Employee's  inability to perform duties
                                    appropriately assigned by ABI's President or
                                    Board of Directors due to physical or mental
                                    disability,  but only after all family leave
                                    available to the Employee  under the federal
                                    Family and Medical  Leave Act, and all short
                                    term and long term disability leave provided
                                    by any  applicable  ABI  or  ABI  subsidiary
                                    Employee Handbook, has been exhausted;

                           3.       An act or omission by the Employee which, if
                                    it occurred,  would be either a felony under
                                    Florida  law,  or  a  misdemeanor  involving
                                    moral    turpitude    under   Florida   law,
                                    regardless of whether or not the Employee is
                                    prosecuted   for   this   crime,    and   if
                                    prosecuted,   regardless   of  the  eventual
                                    disposition of the case;

                            4.       A serious act of misconduct in connection
                                    with work by the Employee, dishonesty in
                                    connection with ABI or subsidiary business,
                                    misrepresentations of Directors, breach of
                                    the Employee's duty of loyalty to ABI or
                                    subsidiaries, or any related corporations,
                                    through appropriation or attempted
                                    appropriation of corporate opportunities for
                                    the Employee's own advantage, or through
                                    other conflicts of interest where the
                                    Employee acts for the Employee's own
                                    personal  benefit, instead of for the
                                    benefit of American Bank, ABI or other ABI
                                    subsidiaries (it is the express intention of
                                    the parties that concerns relating to the
                                    competence of the Employee, or the
                                    Employee's job performance, are not
                                    "misconduct" as defined in this
                                    sub-paragraph); and

                           5. A prior breach of this Agreement by the Employee.
<PAGE>

                  c.  Termination by the Bank Without  Cause.  ABI may terminate
this Agreement  without cause, and may discharge the Employee,  by giving thirty
(30) days  written  notice of  termination  to the  Employee,  or by giving  the
Employee  one  month's  pay in  lieu  of  written  notice.  If the  Employee  is
terminated by ABI without  cause,  he shall be paid three (3) month's  severance
pay. This severance pay shall be paid at regular payroll intervals, although ABI
shall have the option of  offering  the  Employee a lump sum  payment in lieu of
installment payments. A month of "severance pay," as used in this paragraph, and
elsewhere  in this  Agreement,  includes  a  monthly  pro  rata  portion  of the
Employee's  annual  salary;  "severance  pay"  does  not  include  any  bonus or
incentive  compensation  provided  by this  Agreement  or  otherwise  awarded by
practice  or custom,  nor does it include  the value of any fringe  benefits  of
employment whatsoever (e.g., group insurance, automobile allowance, the value of
options, vacations or memberships,  or any contributions made in the past by ABI
to the Employee's account in 401(k) or other defined  contribution plans). Taxes
shall be withheld from severance pay as required by law.

                  d.  Termination  of this Agreement due to a Change in Control.
Notwithstanding any other provision of this Agreement,  upon the occurrence of a
Change in Control,  the Employee shall have the right,  in the  Employee's  sole
discretion,  to terminate the Employee's  employment with ABI, as of the date of
the Change of Control,  and for a period of one year  following  the date of the
Change of Control,  and receive certain severance pay. If the Employee exercises
this right to terminate  employment with ABI within thirty (30) days of the date
of the Change of Control,  then the Employee shall be paid, either in a lump sum
or at regular payroll intervals at the option of ABI, thirty-six (36) month's of
severance pay. If the Employee exercises this right to terminate employment with
ABI after thirty (30) days of the date of the Change of Control,  but within one
year of the date of the  Change of  Control,  then the  Employee  shall be paid,
either in a lump sum or at regular payroll  intervals at the option of the Bank,
thirty-six  (36)  month's of severance  pay,  less an amount  equivalent  to the
salary earned from the date of the Change of Control to the date of  termination
of  employment.  If the  Employee  resigns  more than one year after a Change of
Control,  he  shall  not be  entitled  to any  severance  pay  pursuant  to this
paragraph.  For the  purposes of this  Agreement,  a Change of Control  shall be
deemed to have occurred on the earliest of the following dates:

                           1.       The date on which any entity or person shall
                                    have  become  the  beneficial  owner  of, or
                                    shall have obtained voting control over, 25%
                                    or more of the outstanding  common shares of
                                    ABI, or of the outstanding voting control of
                                    ABI;

                           2.       The date the shareholders of ABI approve a
                                    definitive agreement (a) to merge continuing
                                    or surviving corporation or pursuant to
                                    which any common shares of corporation,
                                    other than a merger of ABI in which holders
                                    of ABI common shares immediately prior to
                                    the merger have the same proportionate
                                    ownership of common shares of the surviving
                                    corporation immediately after the merger as
                                    immediately before, or (b) to sell or
                                    otherwise dispose of substantially all the
                                    assets of ABI; or

                           3.       The date there shall have been a change in a
                                    majority  of the Board of  Directors  of ABI
                                    within  a twelve  month  period  unless  the
                                    nomination    for    election    by    ABI's
                                    shareholders   of  each  new   director  was
                                    approved  by the vote of  two-thirds  of the
                                    directors  then  still in office who were in
                                    office at the  beginning of the twelve month
                                    period.

As used in this Change of Control  paragraph,  paragraph 6(c) of this Agreement,
the term "person" shall mean any individual,  corporation,  partnership,  group,
association,  or other  person,  as such term is defined in Section  13(d)(3) or
Section  14(d)(2)  of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  other than ABI, a subsidiary  of ABI or any employee  benefit
plan(s)  sponsored or maintained  by ABI or any  subsidiary of ABI, and the term
"beneficial  owner,"  shall have the meaning  given the term in Rule 13d-3 under
the Exchange Act.

                  e. Termination of this Agreement due to Death of the Employee.
This  Agreement  shall be terminated by the death of the Employee as of the date
of death.  No  severance  pay shall be due in the event of  termination  of this
Agreement by death.

         7.       Protective Covenant relating to Protected Information.

                  a.  Definition of Protected  Information.  The term "Protected
Information"  shall include any and all information  and materials,  in whatever
form,  whether  or not  reduced  to writing  and  whether  or not  registerable,
recordable or otherwise  protected under  applicable  patent,  copyright,  trade
secret or other form of intellectual  property law, that the Employee  receives,
receives  access to,  conceives  or develops,  in whole or in part,  directly or
indirectly,  in  connection  with  rendition  of  services  to ABI or any of its
subsidiaries,  or through the use of any of ABI's  facilities or  resources,  or
through the use of the facilities or resources of any of ABI's subsidiaries, and
regardless  of how such  information  is  communicated,  disclosed,  created  or
discovered,  including both trade secrets and "know-how."  Protected information
shall include, but shall not be limited to, the following:
<PAGE>

                           1.       Marketing     plans,      techniques     and
                                    arrangements,     customer    lists,    cost
                                    comparables,   prospect   lists   (including
                                    prospects and non-prospects,  and ratings of
                                    potential),    pricing   data,   and   other
                                    materials or  information  relating to ABI's
                                    business,   or  the   businesses   of  ABI's
                                    subsidiaries,  and the  manner  in which ABI
                                    and its subsidiaries do business;

                           2.       Application,   operating  system,  database,
                                    communication  and other computer  software,
                                    whether now or hereafter existing, developed
                                    for  use  on  any  operating   system,   all
                                    modifications, enhancements and versions and
                                    all options  available with respect thereto,
                                    all  future  products  developed  or derived
                                    therefrom,  and all source and object codes,
                                    algorithms, and any related documentation or
                                    manuals;

                           3.       Financial   information   of  ABI   and  its
                                    subsidiaries, including information relating
                                    to profits and losses;

                           4.       Any information or materials received by ABI
                                    or its  subsidiaries  from third  parties in
                                    confidence or subject to  non-disclosure  or
                                    similar covenants; and

                           5.       Any notes, tapes, reference items, sketches,
                                    drawings, memoranda, compilations,  studies,
                                    summaries  and other  material  relating  to
                                    Protected Information, however documented.

Notwithstanding  the  foregoing,  Protected  Information  shall not  include the
following:

                           1.       Public  information,  but  only  information
                                    that  becomes  publicly  available  or  made
                                    available  to the  Employee by  unaffiliated
                                    third  parties  without  breach  of (a) this
                                    Agreement,   (b)  any  other   agreement  or
                                    instrument to which ABI or its  subsidiaries
                                    is a party or a beneficiary, or (c) any duty
                                    owed  to  ABI  or  its  subsidiaries  by the
                                    Employee  or any  third  party,  whether  by
                                    contractual,   legal,   fiduciary  or  other
                                    obligation; and

                           2.       Information previously known to the
                                    Employee, but only information that (a) was
                                    known to the Employee prior to the
                                    Employee's employment by American Bank, (b)
                                    the prior knowledge of which is evidenced by
                                    written and dated documentary proof, (c) was
                                    not at the time of acquiring such
                                    information, subject to any duty owed by ABI
                                    or its subsidiaries to any third party
                                    disclosing such information to the Employee,
                                    whether by contractual, legal, fiduciary or
                                    other obligation, and (d) Employee has
                                    disclosed such prior knowledge of which to
                                    American Bank either prior to the Employee's
                                    employment, or, if the Employee becomes
                                    aware of (through disclosure to ABI or its
                                    subsidiaries) any aspect of the Protected
                                    Information of which the Employee had
                                    personal knowledge or possession after
                                    employment, or the effective date of this
                                    Agreement, promptly upon becoming aware of
                                    such aspect.

                  b. Covenants relating to Protected  Information.  The Employee
covenants  and agrees to keep all  Protected  Information  confidential  for the
benefit of ABI and its subsidiaries,  and as part of that obligation,  shall not
at any time, during or following employment,  directly or indirectly,  disclose,
divulge, reveal, report, publish, transfer or use any Protected Information. The
Employee further  covenants and agrees not to record,  copy, adapt or distribute
any Protected Information without the consent of ABI or its subsidiaries.  These
covenants  and  promises  shall  not apply to any  conduct  for which ABI or its
subsidiaries has given prior written consent,  or if the conduct is a disclosure
directly  pursuant to a valid and existing order of court or other  governmental
body or  agency  within  the  United  States,  provided,  however,  that (1) the
Employee shall first have given prompt notice to ABI or its  subsidiaries of any
such possible or prospective  order; (2) ABI or its subsidiaries shall have been
afforded a reasonable  opportunity to prevent or limit any such disclosure;  and
(3) the Employee  shall use best efforts to obtain  reasonable  assurances  that
confidential  treatment  will  be  accorded  to  any  Protected  Information  so
disclosed.  Both parties further agree that the employment  relationship between
the Employee and American  Bank is a  confidential  relationship,  and that as a
consequence  of the  existence  of this  relationship,  the  Employee has a duty
neither to use nor  disclose  Protected  Information  independent  of any of the
protective covenants set forth in this sub-paragraph.
<PAGE>

         8.       Indemnity and Litigation involving the Employee.

                  a.  Indemnity.  ABI agrees to indemnify  and hold the Employee
harmless from any actions, lawsuits, liabilities,  claims, or demands (including
the costs,  expenses,  and attorney's fees associated with defense of same) that
are brought against the Employee personally for injuries to persons or damage to
property resulting from the Employee's acts or omissions in the course and scope
of employment  with ABI. No right or claim for indemnity shall accrue under this
Agreement  until  after  the  underlying  claim on which  indemnity  is based is
settled or finally adjudicated;  thus, no claim for indemnity may be made in the
same lawsuit in which the  underlying  claim is litigated.  Notwithstanding  the
foregoing,  ABI may, in its complete discretion,  pay the Employee's  attorney's
fees and litigation  expenses  incurred in defending a claim brought  personally
against the  Employee  (1) where the  Employee is accused of  wrongdoing  in the
course and scope of  employment  with ABI, and (2) where the Employee  agrees to
reimburse ABI at the  conclusion of such suit if there is a final  determination
by a judge or jury (a) that the Employee  committed the alleged  wrongful  acts,
and (b) that such acts were malicious,  willful, or in reckless disregard of the
rights  of  third  parties.  Where  fees are paid  pursuant  to this  provision,
separate  counsel  will be retained  for the Employee in the event a conflict of
interest requires same.

                  b.  Litigation  where  the  Employee  is a  Witness.  Even  if
employment with ABI or its subsidiaries has terminated at the time litigation is
brought where the Employee may be a witness, the Employee agrees, at the request
of ABI, to give  truthful  testimony  in court at any trial,  or at  deposition,
where the Employee is accused of wrongdoing, or where the Employee otherwise has
relevant knowledge  relating to the case,  regardless of whether travel to trial
is required,  although  any  deposition  of the Employee  will be scheduled at a
location  convenient for the Employee,  in accordance  with federal and/or state
rules of civil procedure  governing  litigation.  The Employee further agrees to
provide information to and otherwise cooperate with counsel for ABI in defending
any action, lawsuit, liability, claim or demand where the Employee has knowledge
of the claims,  or is accused of wrongdoing.  ABI agrees to pay the Employee the
statutory  witness fee and travel  expenses  required by federal or state law in
the  event  testimony  at  deposition  or at trial is  required;  otherwise,  if
employment has  terminated,  the Employee shall not be compensated for lost time
or unpaid expenses.

         9. Waiver of Jury Trial;  Attorney's  Fees.  The parties both waive any
right to trial by jury in any action brought under this Agreement,  specifically
including  actions to enforce or interpret the protective  covenant set forth in
paragraph 7 of the  Agreement.  In the event of litigation  between the Employee
and ABI,  of any  kind  whatsoever,  regardless  of  whether  it  involves  this
Agreement, or otherwise,  the prevailing party shall be entitled to the award of
a reasonable  attorney's  fee, an award of costs of action,  and recovery of any
litigation expenses reasonably incurred by counsel.

         10.  Notices.  In the case of any notice  required or  permitted  to be
given to the Employee under this Agreement, the date of notice shall be the date
it is given or delivered in person,  or mailed by U.S.  Certified  Mail,  Return
Receipt Requested, to the last known address of the Employee. In the case of any
notice required or permitted to be given to ABI under this  Agreement,  the date
of  notice  shall  be the  date  it is  given  or  delivered  in  person  to ABI
President's  business office,  or mailed by U.S.  Certified Mail, Return Receipt
Requested, to the President of ABI.

         11.  Binding  Effect.  The  rights  and  obligations  of ABI under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and  assigns  of ABI,  subject  to the  Change of  Control  sub-paragraph.  This
paragraph  expressly  authorizes  enforcement of the covenants in paragraph 7 by
the  successors  or assigns of ABI. The rights of the Employee  provided by this
Agreement may not be assigned to any other person.

         12. Governing Law. This Agreement shall be construed in accordance with
the law of the State of  Florida,  to the extent  that state law,  as opposed to
federal law, may be applicable in its construction.



<PAGE>


         13. Entire Agreement;  Changes to Agreement;  Originals. This Agreement
is the only  Agreement  between the parties,  and  supersedes  any prior oral or
written contracts or agreements between ABI and the Employee. This Agreement may
not be amended  except in writing  signed by the party to the Agreement  against
whom the change is being asserted. This Agreement may be executed in two or more
copies, each of which shall be deemed an original, and it shall not be necessary
in making  proof of this  Agreement  or its terms to produce or account for more
than one of such copies.



         IN WITNESS  WHEREOF,  the parties have executed this  Agreement,  under
seal, on the dates set forth beneath their signatures.



By: __________________________ (Seal)           By: ____________________________
         Jerry L. Neff                                American Bancshares, Inc.

Date: _______________                           Date: _____________


Witness: __________________________________