EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  is  between  American  Bank  ("American  Bank" or "the
Bank"),  a Florida  corporation,  and Stuart M.  Gregory  ("the  Employee"),  an
individual.

         WHEREAS,  the  Employee  is  currently  serving as the  Executive  Vice
President/Retail  Loan Production Manager of the Bank, a wholly owned subsidiary
of American Bancshares, Inc. ("ABI");

         WHEREAS, American Bank, following consideration of market conditions in
the  industry,  and taking  into  account  its  business  success,  to which the
Employee has contributed,  believe that it is imperative to revise the terms and
provisions  of the  Employee's  employment  contract,  in  order to  reward  the
Employee's   past   distinguished   service,   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;

         NOW  THEREFORE,  in  consideration  of the continued  employment of the
Employee by American Bank, 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,  American  Bank 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  Executive   Vice
President/Retail  Loan  Production  Manager  of the Bank,  and/or in such  other
position(s) as the Employee and the Bank may determine by mutual agreement.  The
Employee  will be expected to perform  such duties and  responsibilities  as are
commensurate with and appropriate for his position(s), and as may be assigned by
American Bank's President or Board of Directors.

         3. Term of Agreement. The term of this Agreement is three years. Unless
either  American Bank 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 FORTY
THOUSAND DOLLARS ($140,000) per year, payable to the Employee in accordance with
the Bank's normal payroll periods. The total amount of the Employee's salary may
not be  decreased  by the Bank.  However,  it may be  increased,  in the  Bank's
complete discretion.

                  b.  Incentive  Compensation.  In addition  to his 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; provided,  however,  no incentive
compensation  shall be  earned by or due to  Employee  until  the  Employee  has
received a satisfactory  Annual Performance Review for the year in question.  In
the event that the incentive  compensation condition has been met, 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.  The Bank shall pay the cost of such Employee
memberships as may be approved by its 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 American Bank
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 CEO 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.

         5. Time Devoted to  Employment.  The  Employee  shall devote all of his
business time,  attention and energies to the business affairs of American Bank,
and shall not,  while  employed  by the Bank,  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  American  Bank
thirty (30) days  written  notice of  resignation.  The Employee may be released
at any time by the Bank,  without any severance pay obligation, after he submits
his resignation.

                  b.  Termination by the Bank for Cause.  The Bank 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 the
                                    Bank'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   the   Bank'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  American Bank 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.  The  Bank  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 the Bank  without  cause,  he shall be paid three (3) month's
severance  pay. This severance pay shall be paid at regular  payroll  intervals,
although  the Bank  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,  excluding the month in which notice is
actually  given;  "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,   the  value  of  options,   vacations  or
memberships, or any contributions made in the past by the Bank 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 the Bank, 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 the Bank 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 the Bank,  twenty-four (24)
month's of  severance  pay. If the  Employee  exercises  this right to terminate
employment  with the Bank  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,  twenty-four  (24)  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.  The  Bank  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 the Bank.  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,  the  Bank  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 the
Bank, and (2) where the Employee  agrees to reimburse the Bank 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  the  Bank  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 the Bank, 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 the Bank in defending any action, lawsuit,  liability, claim or demand where
the Employee has knowledge of the claims, or is accused of wrongdoing.  The Bank
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 the Bank,  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 the Bank under this  Agreement,  the
date of notice  shall be the date it is given or delivered in person to the Bank
President's  business office,  or mailed by U.S.  Certified Mail, Return Receipt
Requested, to the President of the Bank.

         11. Binding  Effect.  The rights and obligations of the Bank under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Bank,  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 the Bank.  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  the  Bank  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: ____________________________
         Stuart M. Gregory                          Bank President

Date: _______________                        Date: _______________


Witness: __________________________