EMPLOYEE AGREEMENT

THIS AGREEMENT, made and entered into this 1st day of February, 1998, between
American Bank of Bradenton, Bradenton, Florida  ( "the Bank" ) and Brian M.
Watterson, ("Employee").

WHEREAS,  the  Bank is a state  bank,  regulated  by the  Florida  Comptroller's
Office,   Division  of  Banking,   insured  by  the  Federal  Deposit  Insurance
Corporation, and located in Bradenton, Florida, and

WHEREAS, the Bank wants to employ the Employee as Senior Vice President/Chief
Financial Officer; and

Whereas, the parties desire to enter into this Agreement setting forth the terms
and conditions of the employment relationship of the Bank and the Employee;

NOW, THEREFORE, it is AGREED as follows:

                     I. RELATIONSHIP ESTABLISHED AND DUTIES

1.       The Bank  hereby will  employ the  Employee as Senior Vice  President /
         Chief  Financial  Officer to hold the title of Senior Vice  President /
         Chief Financial Officer, and to perform such services and duties as the
         President and Chief Executive Officer may, from time to time, designate
         during the term  hereof.  Subject to the terms and  conditions  hereof,
         Employee  will perform such duties and exercise  such  authority as are
         customarily  performed  and  exercised  by persons  holding such office
         subject to the general  direction of the President and Chief  Executive
         Officer,  exercised  in good  faith in  accordance  with  standards  of
         reasonable business judgment.

2.       Employee  accepts  such  employment  and shall  devote  his full  time,
         attention, and efforts to the diligent performance of his duties herein
         specified and as an officer of the Bank and will not accept  employment
         with any individual, corporation,  partnership, governmental authority,
         or any other  entity,  or engage in any other  venture for profit which
         the Bank may consider to be in conflict  with his or its best  interest
         or to be  in  competition  with  the  Bank's  business,  or  which  may
         interfere  in any way with the  Employee's  performance  of his  duties
         hereunder.  Any  exception  to this  must be made by  notification  and
         approval of the President and Chief Executive Officer.

                             II. TERMS OF EMPLOYMENT

1.       The initial term of employment  under this Agreement shall continue for
         three ( 3 ) years  unless  such is  terminated  pursuant  to the  terms
         hereof  or by the  first  to  occur  of  the  conditions  to be  stated
         hereinafter.  This Agreement will be  automatically  extended each year
         for a one-year  period after the initial term unless either party gives
         90 days  contrary  written  notice to the  other.  The term  previously
         stated notwithstanding this contract shall be terminated by the earlier
         to occur of any of the following:

         a.        the death of the Employee:

         b.       The complete disability of the Employee. "Complete disability"
                  as used herein shall mean the inability of the  Employee,  due
                  to illness,  accident,  or other physical or mental incapacity
                  to  perform  the  services   provided  for  hereunder  for  an
                  aggregate of ninety,  (90)  business days within any period of
                  one hundred  eighty-one (181) consecutive days during the term
                  hereof;  however  disability  shall not  constitute a basis of
                  discharge for cause;

         c. The  discharge  of Employee  by the Bank for cause.  "Cause" as used
            herein shall mean:

                  (1)      Such negligence or misconduct as shall constitute, as
                           a  matter  of  law,  a  breach  of   convenants   and
                           obligations of Employee hereunder;

                  (2)      Failure  or refusal of  Employee  to comply  with the
                           provisions of this Agreement;

                  (3)      Employee  being  convicted  by any  duly  constituted
                           court  with   competent   jurisdiction   of  a  crime
                           involving moral turpitude;

                  (4)      Employee violating standards outlined in employee
                           handbook;

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                  (5)      The  initiation of a proceeding  against  employee by
                           the Bank's primary  federal or state  regulator,  the
                           result of which may by the  Employee's  suspension or
                           removal  pursuant to 12 U.S.C.  1818(e) or like state
                           statute.

         Termination of employee's employment shall terminate his designation as
         an officer of the bank.  In the event of  Employee's  termination  with
         "cause",  the  Employee  shall be  entitled  to  payment  of salary and
         benefits  through the date of termination.  The Board of Directors,  in
         its sole and absolute  discretion  may pay the Employee  severance  pay
         when the Employee is terminated  for cause but such severance pay shall
         in no  circumstance  exceed three (3) months of Employee's  base salary
         hereunder due and payable on the date of  termination.  In the event of
         termination  due to death  or  complete  disability,  the  employee  is
         entitled  to  severance  pay equal to one (1)  months pay for each full
         year employed by the Bank. In the event Employee is terminated  without
         cause under this  Agreement,  Employee shall be entitled to twelve (12)
         months  severance pay at his then current rate,  due and payable on the
         date of termination.

                                III. COMPENSATION

         For all  services  which  Employee  may render the Bank during the term
         hereof, the Bank shall pay the Employee,  subject to such deductions as
         may be required by law:

         1.        Base Salary. An annual salary of Ninety Thousand and No/100
                  Dollars ($90,000.00)payable in weekly installments and subject
                  to such deductions as, until January 1, 1999. Thereafter, the
                  Base Salary shall be adjusted each January 1, during the term
                  of employment, to reflect the increases, if any, in the
                  Consumer Price Index for Urban Wage Earners and Clerical
                  Workers, U.S. City Average ( 1982-1984 = 100 ) published by
                  the Bureau of Labor Statistics of the U.S.Department of Labor
                  (the "Price Index" ). Annual adjustments shall be made by
                  determining the percentage increase in the Price Index over
                  the previous twelve-month period ending August 31. Merit-based
                  increases to salary shall be determined by the President and
                  Chief Executive Officer. The Base Salary, so increased, shall
                  not thereafter be decreased during the term of employment.

         2.       Performance  Bonus. If earned by Employee,  the Bank shall pay
                  to  the  Employee,   each  fiscal  year  during  the  term  of
                  employment,  a performance bonus in accordance with Schedule A
                  attached  hereto and by  reference  made a part  hereof.  Such
                  bonus shall be paid to and by  reference  made a part  hereof.
                  Such bonus shall be paid to Employee  within  thirty (30) days
                  after the end of the fiscal year.

                               IV. OTHER BENEFITS

         1.       The Employee  shall be entitled to  participate in any plan of
                  the Bank relating to stock options,  stock  purchases,  profit
                  sharing, group life insurance, medical coverage, education, or
                  other retirement or employee  benefits that the Bank may adopt
                  for the benefit of its employees.

         2.       The  Employee  shall be eligible to  participate  in any other
                  benefits  which  may be or  become  applicable  to the  Bank's
                  executive  employees,  including  but no limited to an expense
                  account  to  reimburse   Employee  for   documented   business
                  expenses,  the payment of  reasonable  expenses for  attending
                  annual and periodic meetings of trade associations as approved
                  by the President and Chief  Executive  Officer,  and any other
                  benefits which are commensurate with the  responsibilities and
                  functions  to  be   performed  by  the  Employee   under  this
                  Agreement.

         3.       At such reasonable  times as the President and Chief Executive
                  Officer shall in his discretion  permit, the Employee shall be
                  entitled,  without loss of pay, to absent himself  voluntarily
                  from the  performance of his employment  under this Agreement,
                  all such voluntary  absences count as vacation time,  provided
                  that:

                  a.       The Employee shall be entitled to an annual  vacation
                           of four (4) weeks per year.

                  b.       The  timing  of  vacations  shall be  scheduled  in a
                           reasonable manner by the Employee. The Employee shall
                           not   be   entitled   to   receive   any   additional
                           compensation  from the Bank on account of his failure
                           to take a  vacation;  nor  shall  he be  entitled  to
                           accumulate  unused  vacation  time from one  calendar
                           year to the next.

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                  c.       In  addition to the  aforesaid  paid  vacations,  the
                           Employee  shall be entitled,  without loss of pay, to
                           absent himself  voluntarily  from the  performance of
                           his  employment  with the  Bank  for such  additional
                           periods  of time and for such  valid  and  legitimate
                           reasons as the President and Chief Executive  Officer
                           in his discretion  determines.  Further, the Board of
                           Directors  shall be entitled to grant the  Employee a
                           leave or leaves of  absence  with or  without  pay at
                           such time or times and upon such terms and conditions
                           as the Board, in its discretion, may determine.


                              V. CHANGE OF CONTROL

         1.       If during the term of this Agreement there is a change of
                  control ( COC ) of the bank, the Employee shall be entitled to
                  termination or severance pay in the event the Employee's
                  employment is terminated, except for just cause as defined in
                  Section II., paragraph 1c, within ninety ( 90 ) days prior to
                  or after a change in control. In the event the Employee is
                  involuntarily terminated as a result of the COC, the Employee
                  shall be entitled to receive his salary through the last day
                  of the calendar month of termination. In addition, the
                  terminated Employee shall receive an amount equal to twelve
                  (12) additional month's salary as severance pay, such payment
                  to be made one-half (1/2)at the time of termination and
                  one-half (1/2) in monthly installments over six months. If the
                  Employee voluntarily terminates his employment as a result of
                  or after the change in control, the Employee is entitled to no
                  severance payment.

         2.       The  following  items  are  automatically  considered  due and
                  payable in the event  that a change of control  occurs and the
                  Employee is involuntarily terminated:

                  a.       Non-forfeitable deferred compensation shall be paid
                           out in full.
                  b.       In the event that the Employee is a participant  in a
                           restricted  stock plan,  or shared option plan or the
                           like, and such plan is terminated  involuntarily as a
                           result of the COC,  all stock  and  options  shall be
                           treated as required by the plan.

         3.       For purposed of this  Agreement,  "control" shall refer to the
                  acquisition of twenty-five  (25) percent or more of the voting
                  securities  of the Bank by any person or  persons  acting as a
                  group within the meaning of Section 13 ( d ) of the Securities
                  Exchange Act of 1934,if such  acquisition  would be subject to
                  prior  notice  under the Change in Bank  Control Act, or prior
                  notice to any federal or state  regulator.  The term  "person"
                  refers  to an  individual,  corporation,  bank,  bank  holding
                  company or other entity.

                         VI. POST TERMINATION COVENANTS

         1.       If during the term  hereof  Employee  shall  cease  employment
                  hereunder for any reason,  following such termination Employee
                  agrees that he will not,  without prior written consent of the
                  Bank:

                  a.       Furnish anyone with the name of, or any list or lists
                           of customers of the Bank or utilize such list or
                           information himself for banking purposes; or

                  b.       Furnish,  use,  or divulge to anyone any  information
                           acquired by him from the Bank  relating to the Bank's
                           methods of doing business; or

         2.       It is  understood  and agreed by the  parties  hereto that the
                  provisions of this section are independent of each other,  and
                  the invalidity of any such provision or portion  thereof shall
                  not  affect  the  validity  or  enforceability  of  any  other
                  provisions of this Agreement.

         3.       Bank and Employee  agree that in the event  Employee  violates
                  the  above  restrictions,   the  Bank  shall  be  entitled  to
                  injunctive relief, as well as damages, and the Bank shall make
                  no further payments to Employee under this Agreement.

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                            VII. WAIVER OF PROVISIONS


         Failure of any of the parties to insist,  in one or more instances,  on
         performance  by the  others  in  strict  accordance  with the terms and
         conditions  of  this  Agreement   shall  not  be  deemed  a  waiver  or
         relinquishment of any right granted hereunder of the future performance
         of any such term or condition or of any other term or condition of this
         Agreement, unless such waiver is contained in a writing signed by or on
         behalf of all the parties.


                               VIII. GOVERNING LAW

         This  Agreement  shall be governed  by and  construed  and  enforced in
         accordance with the laws of the State of Florida. If for any reason any
         provision  of this  Agreement  shall  be held by a court  of  competent
         jurisdiction  to be void and  unenforceable,  the same shall not effect
         the remaining provisions thereof.

                         IX. MODIFICATION AND AMENDMENT

         This Agreement contains the sole and entire agreement among the parties
         hereto,  and supersedes all prior  discussions and agreements among the
         parties,  and any such prior agreements  shall, from and after the date
         thereof,  be null and void.  This  Agreement  shall not be  modified or
         amended  except by an instrument  in writing  signed by or on behalf of
         the parties hereto.

                          X. COUNTERPARTS AND HEADINGS

         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  instruments.  The headings set
         out herein are for  convenience  of reference and shall not be deemed a
         part of this Agreement.

                          XI. CONTRACT NONASSIGNABLE BY EMPLOYEE

         This Agreement may not be assigned or transferred by Employee, in whole
         or in part, without the prior written consent of the Bank.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
         of the year and date first above written.

                  EMPLOYEE:


         ------------------------   --------------------------------------------
         Witness                            EMPLOYEE                   Date


                  BANK:


         ------------------------   --------------------------------------------
         Witness                            PRESIDENT                   Date




<PAGE>







                                      SCHEDULE A


         The  Performance  Bonus  for  Brian M.  Watterson  shall be based  upon
         achievement  of the Return on Average Assets based on the annual budget
         as approved by the Board of Directors. The Performance Bonus will apply
         based upon the following formula:

         ROA               1.00% but less than 1.25 % = 10%

         ROA               1.25% but less than 1.50%   = 15%

         ROA               Over 1.50%                  = 20%