EXHIBIT 10.4

                            Employment Contract with
                               Richard Storm, Jr.

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                              EMPLOYMENT AGREEMENT

                                       FOR

                               RICHARD STORM, JR.

         THIS EMPLOYMENT AGREEMENT  ("Agreement") is being entered into this 9th
day of February,  2000, by and among CITIZENS COMMUNITY BANCORP,  INC. ("CCBI"),
CITIZENS COMMUNITY BANK OF FLORIDA ("Bank") and RICHARD STORM, JR. ("Employee").
CCBI,  the Bank  and the  subsidiaries  of CCBI  and the  Bank are  collectively
referred  to  herein  as  the  "Company."   CCBI,  the  Bank  and  Employee  are
collectively referred to herein as the "Parties."

                                    RECITALS

         WHEREAS,  CCBI and the Bank  wish to  retain  Employee  as their  Chief
Executive Officer to perform the duties and responsibilities as are described in
this  Agreement and as the  respective  Boards of Directors  (collectively,  the
"Board") may assign to Employee from time to time; and

         WHEREAS,  Employee  desires to define the terms of his employment  with
CCBI and the Bank.

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:

                                 OPERATIVE TERMS

         1. Employment and Term. The Company shall employ Employee, and Employee
shall be  employed,  pursuant  to the terms of this  Agreement  to  perform  the
services  specified in Section 2 herein. The term of employment shall be for one
(1) year,  commencing on January 1, 2000 (the "Effective  Date").  Upon each new
day of the one (1) year period of employment  from the Effective  Date until the
Employee's  65th  (sixty-fifth)  birthday,  the term of this Agreement  shall be
automatically extended for one (1) additional day, to be added to the end of the
then-existing  one (1) year  term.  Accordingly,  at all times  prior to (i) the
Employee's  attaining  age  sixty-five  (65) or (ii) the delivery of a Notice Of
Termination,  as defined in  Section 11 (or an actual  termination)  the term of
this Agreement shall be one (1) full year.  However,  either Party may terminate
the automatic  renewals by giving the other Party written notice of their intent
not to renew.  The  automatic  extensions  of the term of this  Agreement  shall
immediately  be suspended  upon an employment  termination by reason of death or
disability or retirement,  or an employment  termination made voluntarily by the
Employee   (other  than  for  good  reason  as  defined  in  Section   9[d],  or
involuntarily  for just cause as defined in  Section  9[b]).  Additionally,  the
Board shall,  on an annual basis,  review  Employee's  performance  to determine
whether this Agreement  should continue to be extended.  The Board's action will
be reflected in the Board Meeting Minutes.

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<PAGE>

         In the event the Employee  gives a Notice Of  Termination,  the term of
this  Agreement   shall  expire  upon  the  date  indicated  in  the  Notice  Of
Termination, subject to the provisions of Section 11 herein. Except as otherwise
provided in the following paragraph with respect to a voluntary
termination for good reason, a voluntary employment  termination by the Employee
shall result in the  termination  of the rights and  obligations  of the parties
under  this  Agreement;  provided,  however,  that the terms and  provisions  of
Sections 12 and 13 shall continue to apply.

         In the  event  the  Company  desires  to  involuntarily  terminate  the
employment of Employee (for purposes of this Agreement,  a voluntary  employment
termination  by the Employee for good reason shall be treated as an  involuntary
termination of the Employee's  employment without just cause), the Company shall
deliver to the Employee a Notice Of  Termination,  and the following  provisions
shall apply:

                  (a)      In the event the  involuntary  termination is forjust
                           cause,  this Agreement  shall  terminate  immediately
                           upon  delivery  to the  Employee  of such  Notice  Of
                           Termination.  Such a tennination  forjust cause shall
                           result  in  the   termination   of  all   rights  and
                           obligations  of the  Parties  under  this  Agreement;
                           provided,  however,  that the terms and provisions of
                           Sections 12 and 13 shall continue to apply.

                  (b)      In the event the  involuntary  termination is without
                           just cause, the Employee shall be entitled to receive
                           the severance benefits set forth in Sections 9(f) and
                           9(g) herein and the terms and  provisions of Sections
                           12 and 13 shall continue to apply.

         2.       Position, Responsibilities and Duties. During the term of this
Agreement, Employee shall serve in the following capacities and shall fulfill
the following responsibilities and duties:

                  (a)  Specific  Duties:  Employee  shall  serve  as  the  Chief
         Executive Officer of CCB1 and the Bank,  through election by the Board.
         In such  capacity,  Employee  shall  have the same  powers,  duties and
         responsibilities  of supervision and management usually accorded to the
         Chief  Executive  Officer  of  a  bank  holding  company  or  financial
         institution.  In  addition,  Employee  shall  use his best  efforts  to
         perform the duties and responsibilities described in this Agreement and
         any other  duties  assigned to Employee by the Board and to utilize and
         develop  contacts and customers to enhance the business of the Company.
         Specifically,   Employee  shall  devote  his  full  business  time  and
         attention  and use his best  efforts  to  accomplish  and  fulfill  the
         following duties and responsibilities, as well as other duties assigned
         to Employee from time to time by the Board:

                           (i)      serve as Chief Executive Officer of CCBI and
                                    the Bank;

                           (ii)     serve as the Chairman of the Boards of CCBI
                                    and the Bank, if and when elected to such
                                    positions;

                           (iii)    serve on such committees as appointed by the
                                    Board from time to time;

                           (iv)     coordinate all management contact with the
                                    members of the Board;

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                           (v)      have  the  ultimate  responsibility  for the
                                    preparation  and approval of the agendas for
                                    all  meetings  of the Board and Chair  those
                                    meetings,  emphasizing  participation by the
                                    Board and efficient time usage;

                           (vi)     work  in  close  coordination  with  the
                                    Presidents  of  CCBI,  the  Bank  and their
                                    subsidiaries  on  the  strategic  planning
                                    process for the Company;

                           (vii)    develop, review and monitor all compensation
                                    systems in the Company, with particular
                                    emphasis on officers and supervisors;

                           (viii)   coordinate  the  budgeting  process  for the
                                    Company  with the  President/CFO  to  insure
                                    that  budgetary  goals and  projections  are
                                    being met;

                           (ix)     lead the strategic  planning process of the
                                    Company  (including  the  identification,
                                    development  and  implementation of approved
                                    complementary business activities and
                                    subsidiaries;

                           (x)      monitor daily financial statements for the
                                    Company;

                           (xi)     assess the developmental needs and career
                                    paths of all officers of the Company and
                                    make recommendations to the respective
                                    Executive Committee members;

                           (xii)    establish and implement marketing efforts to
                                    increase the business of the Company; and

                           (xiii)   coordinate with the Company's  attorneys and
                                    accountants,  and other service providers to
                                    the extent necessary to further the business
                                    of the Company,  keeping in compliance  with
                                    government    laws   and   regulations   and
                                    otherwise  keeping  the Company in as good a
                                    financial and legal posture as possible.

                  (b)  GeneralDuties:  During  the term of this  Agreement,  and
         except for illness,  vacation periods and leaves of absences,  Employee
         shall  devote a minimum  of 120 hours  per month of his  working  time,
         attention,  skill and best efforts to accomplish and faithfully perform
         all of the duties assigned to Employee.  Such working time may be on or
         off site at the discretion of Employee.  Employee  shall, at all times,
         conduct  himself  in a manner  that will  reflect  positively  upon the
         Company.   Employee   shall   obtain   such   licenses,   certificates,
         accreditations  and  professional  memberships and  designations as the
         Company may reasonably require.


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<PAGE>

         3.       Compensation. During the term of this Agreement, Employee
shall be compensated as follows:

                  (a) Base Salary:  Employee  shall  receive an annual salary of
         Sixty-Three Thousand Dollars ($63,000) (the "Base Salary"),  payment of
         which shall be allocated between CCBI and the Bank as determined by the
         Board.  The Base  Salary  shall be  payable in equal  installments,  in
         accordance  with the  Company's  standard  payroll  practices,  reduced
         appropriately  by  deductions  for federal  income  withholding  taxes,
         social security taxes and other deductions required by applicable laws.
         The Company  may adjust the Base  Salary from time to time,  based upon
         the Board's evaluation of Employee's performance. In no event, however,
         will the Base Salary be reduced without Employee's written concurrence.

                  (b)  Performance  Bonus:  In  each  year,  in  the  event  the
         Company's year end pretax earnings are $ 1.0 million or less,  Employee
         shall  receive  a  performance  bonus of 2% of the  Company's  pre-tax
         earnings.  Should the Company's  pre-tax  earnings at year end exceed $
         1.0 million, Employee's performance bonus shall be 1 % of the Company's
         pre-tax earnings

                  (c)  Profit Sharing Plan: Employee shall be entitled to share
         with the Bank's President, as allocated by the Board, a percentage of
         the Bank's profit sharing pool as determined by the Board, at its sole
         discretion.

                  (d) Stock  Appreciation  Incentive Bonus: Each year,  Employee
         shall be entitled  to a cash bonus  equal to the  increase in the "Fair
         Market  Value" of 25,000  shares of CCBI common stock from January 1 of
         that year to December 31 of that year ("SAI  bonus").  The Board of the
         Company may,  from year to year,  increase the number of shares of CCBI
         common stock on which the SAI bonus is predicated.

                  For  purposes of this  Section 3, the Fair  Market  Value of a
         share of CCBI common  stock shall be the closing  sale price of a share
         on the date in  question  (or,  if such day is not a trading day in the
         U.S.  markets,  on the nearest preceding trading day), as reported with
         respect to the principal  market (or the  composite of the markets,  if
         more than one) or  national  quotation  system in which such shares are
         then  traded,  or if no such  closing  prices  are  reported,  the mean
         between  the high bid and low asked  prices  that day on the  principal
         market  or  national  quotation  system  then  in  use,  or if no  such
         quotations  are  available,  the  price  furnished  by  a  professional
         securities  dealer  making a market in such  shares as  selected by the
         Board. In the absence of any  over-the-counter  transactions,  the Fair
         Market Value means the highest  price at which the stock has sold in an
         arms length  transaction  during the 90 days immediately  preceding the
         date in question.  In the absence of an arms length  transaction during
         such 90 days,  Fair  Market  Value  means the book  value of a share of
         common stock.

                  Notwithstanding   the   provisions   of  the   preceding   two
         paragraphs,  in the event of a change in control (as defined in Section
         9[e] of this  Agreement),  Employee  shall be  immediately  entitled to
         receive his SAI bonus for that year.  In this  instance,  the amount of
         the SAI bonus shall be equal to the  increase in the Fair Market  Value
         of the number of SAI shares from December 31 of the  preceding  year to
         the price paid for the number of shares of CCBI  common  stock equal to
         the number of SAI shares in the transaction  that effects the change in
         control; the SAI bonus shall be paid simultaneously with that closing.

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                  (e) Stock and Other  Benefit  Plans:  During  the term of this
         Agreement,  the Employee will be entitled to participate in and receive
         the  benefits  of  any  stock  option  plans,  stock  ownership  plans,
         profit-sharing  plans, 401 (k) plans,  deferred  compensation plans, or
         other plans,  benefits and privileges given to employees and executives
         of the Company  which are  currently in effect at the execution of this
         Agreement or which may come into existence thereafter to the extent the
         Employee is otherwise  eligible and qualifies to so  participate in and
         receive such  benefits or  privileges.  The Company  shall not make any
         changes in such plans,  benefits or  privileges  which would  adversely
         affect the Employee's rights or benefits thereunder, unless such change
         occurs pursuant to a program applicable to all executive officers (Vice
         President  or above) and does not result in a  proportionately  greater
         adverse change in the rights of or benefits to the Employee as compared
         with any other  executive  officer of the Company.  Nothing paid to the
         Employee  under  any plan or  arrangement  presently  in effect or made
         available  in the  future  shall  be  deemed  to be in lieu of the Base
         Salary payable to the Employee pursuant to Section 3(a) herein.

         4.     Payment of Business  Expenses.  Employee is authorized to incur
reasonable  expenses in performing  his duties.  The Company will reimburse
Employee  for  authorized  expenses,  according  to  the  Company's  established
policies,  promptly after Employee's presentation of an itemized account of such
expenditures.

         5.       Vacation.   Employee is entitled to three (3) weeks paid
vacation time per year on a non-cumulative basis.

         6.       Fringe Benefits.

                  (a) Medical  Benefits:  Employee is entitled to participate in
         all medical and health care benefit  plans  through  health  insurance,
         corporate funds,  medical  reimbursement  plans or other plans, if any,
         provided, or to be provided, by the Company for its employees.

                  (b) Automobile  Allowance:  The Company will provide  Employee
         with a $600 per month automobile  allowance  during  Employee's term of
         employment.  All expenses and upkeep of the automobile  will be bome by
         the Employee.  Employee shall be responsible for  apportioning the time
         allocated for personal use for purposes of compliance with the Internal
         Revenue Code of 1986, as amended.

                  (c) Country Club  Membership:  The Company will pay for a full
         membership  for  Employee  at the Marco  Island  Yacht Club  located in
         Collier  County,  Florida.  Employee  shall comply with all  applicable
         federal income tax laws and regulations  governing  Employee's personal
         use of this membership. The Company will also pay Employee's membership
         costs in other clubs or organizations when such membership will benefit
         the  Company as  determined  in advance  by the Board.  Employee  shall
         maintain  records of both business and personal use of such  facilities
         and shall submit those records to CCBI monthly.

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<PAGE>

         7.       Disability/Illness.

                  (a) Illness:  Employee  shall be paid his full Base Salary for
         any period of his illness or incapacity,  provided that such illness or
         incapacity  does not render Employee unable to perform his duties under
         this Agreement for a period longer than sixty (60) consecutive days. At
         the end of such sixty (60) day period, the Company may terminate
         Employee's employment and this Agreement.

                  (b) Disability:  Regardless of whether the Company  terminates
         Employee's  employment  and this  Agreement  pursuant  to Section  7(a)
         herein,  if an illness or  incapacity  lasts for longer than sixty (60)
         consecutive days,  Employee shall receive payments under the disability
         insurance plan provided by the Company and not his full Base Salary.

                  (c) Continuation of Coverages: During any period of illness or
         disability,  the  Company  may  continue  any other  life,  health  and
         disability  coverages  that  Employee  was entitled to  participate  in
         immediately  prior to the date of receiving  benefits or payments under
         any disability insurance plan; provided,  however,  that the Employee's
         continued  participation  is  possible  under  the  general  terms  and
         provisions of such plans and programs, and that:

                           (i)      such coverages shall cease upon the earlier
                                    of. (A) sixty (60) days after the date of
                                    any termination of employment hereunder
                                    (with the exception of disability insurance
                                    coverage); or (B) the date of Employee's
                                    death; and

                           (ii)     the  continuation  of such  coverages is not
                                    violative of any disability insurance policy
                                    that  Employee  is  receiving   benefits  or
                                    payments under.

                  (d) No Reduction  in Base  Salary:  During the period in which
         Employee is disabled or subject to illness or incapacity, other than as
         described  in Section  7(b)  herein,  there  shall be no  reduction  in
         Employee's Base Salary.

                  (e) Annual Physical: Once a year, Employee agrees to undergo a
         routine physical examination. The costs of the examination will be
         reimbursed by the Company.  The results of the physical examination, or
         a summary thereof, shall be made part of Employee's personnel file.

         8. Death During Employment. In the event of Employee's death during the
term of this Agreement, the Company's obligation to Employee shall be limited to
the portion of  Employee's  compensation  which would be payable up to the first
working day of the first month after Employee's  death,  except that any accrued
compensation  payable to  Employee  under any  benefit  plan  maintained  by the
Company will be paid pursuant to its tenns.

         9.       Termination.

                    (a)  Illness,  Incapacity  or Death:  This  Agreement  shall
               terminate  upon  Employee's  illness,   incapacity  or  death  in
               accordance with the provisions of Sections 7 and 8 herein.


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                  (b)  Termination  for Just Cause:  The Company  shall have the
         right at anytime,  upon prior written notice of termination  satisfying
         the  requirements  of Section 11 herein,  to terminate  the  Employee's
         employment  hereunder,  including  termination  forjust cause.  For the
         purpose of this  Agreement,  termination  for "just  cause"  shall mean
         termination for personal dishonesty,  incompetence, willful misconduct,
         material breach of fiduciary duty,  intentional  failure to perform the
         duties stated in this Agreement,  willful violation of any law, rule or
         regulation (other than traffic violations or similar offenses), willful
         violation of a final  cease-and-desist  order,  willful or  intentional
         breach or negligence or misconduct in the performance of such duties or
         material  breach of any provision of this  Agreement as determined by a
         court of competent  jurisdiction or in final agency action by a federal
         or state regulatory agency having  jurisdiction  over the Company.  For
         purposes of this Section,  no act, or failure to act, on the Employee's
         part shall be considered  "willful" unless done, or omitted to be done,
         by him not in good faith and without  reasonable belief that his action
         or omission was in the best interest of the Company;  provided that any
         act or omission to act by the Employee in  reasonable  reliance upon an
         opinion of Corporate  Counsel to the Company  shall not be deemed to be
         willful.  In the event Employee is terminated for just cause,  Employee
         shall have no right to  compensation  or other  benefits for any period
         after such date of termination.

                  (c) Involuntary Termination:  If the Employee is terminated by
         the Company other than for just cause or in connection with a change in
         control of the Company (as defined in Section 9[e] herein),  Employee's
         right to compensation  and other benefits under this Agreement shall be
         as set forth in  Sections  9(f)(i)  and 9(g)  herein.  In the event the
         Employee is terminated  by the Company in  connection  with a change in
         control of the  Company,  Employee's  right to  compensation  and other
         benefits  under  this  Agreement  shall  be as set  forth  in  Sections
         9(f)(ii) and 9(g) herein.

                  (d)  Termination  for Good Reason:  Employee may terminate his
         employment  hereunder for good reason.  For purposes of this Agreement,
         "good  reason"  shall mean (i) a failure by the  Company to comply with
         any material  provision of this  Agreement,  which failure has not been
         cured within fifteen (15) days after a notice of such noncompliance has
         been given by the  Employee to the  Company;  or (ii)  subsequent  to a
         change in control as defined in Section 9(e) herein.

                  (e) Change in  Control:  For  purposes  of this  Agreement,  a
         "change in control"  shall mean a change in  ownership of stock of CCB1
         or the Bank whereby a person:  (i) acquires  50%, plus one share of the
         outstanding  shares of voting stock of CCBI or the Bank through  direct
         or  indirect  ownership  or proxy;  or (ii)  controls in any manner the
         election of a majority of the directors of the Board.

                  (b)      Severance Payment:

                           (i)      If  the   Employee   shall   terminate   his
                                    employment  for good reason as defined in of
                                    Section 9(d)  herein,  or if the Employee is
                                    terininated   by  the   Company   for  other
                                    thanjust  cause  pursuant  to  Section  9(c)
                                    herein,  then in lieu of any further  salary
                                    payments   to  the   Employee   for  periods
                                    subsequent to the date of  termination,  the
                                    Employee  shall be paid,  as  severance,  an
                                    amount which would equal the Employee's

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                                    total Base Salary for the  remainder  of the
                                    term  of  the  Agreement,  plus  any  bonus,
                                    profit  sharing,  or incentive  compensation
                                    that the Employee  would have been  entitled
                                    to hereunder;

                           (ii)     In the event  Employee's  employment  is
                                    terminated  as  a  result  of  a  change in
                                    control or a change in  control  of the Bank
                                    occurs  within  twelve  (12) months  of  the
                                    Employees'  involuntary   termination   or
                                    termination   for   good   reason,  Employee
                                    shall be  entitled  to a  severance  payment
                                    equal  to  two (2)  times  his  current Base
                                    Salary  and  any  bonus,  profit  sharing or
                                    incentive  compensation  that  would  then
                                    be  due Employee. Any payment under Section
                                    9(f)(i) and  9(f)(ii) shall  be  made  in
                                    substantially    equal    semi-monthly
                                    installments on the fifteenth and last days
                                    of each month until paid in full.

                  (g)  Additional  Severance  Benefits:  Unless the  Employee is
         terminated for just cause pursuant to Section 9(b) herein,  pursuant to
         Section  10(b) herein,  pursuant to Section 7 herein,  or pursuant to a
         termination  of  employment by the Employee for other than good reason,
         the Company shall maintain in full force and effect,  for the continued
         benefit of the Employee for the remaining  term of this  Agreement,  or
         twelve (12) months  (whichever is longer),  all employee  benefit plans
         and  programs in which the  Employee  was  entitled to  participate  in
         immediately prior to the date of termination;  provided,  however, that
         the Employee's  continued  participation  is possible under the general
         terms and provisions of such plans and programs.  Further,  the Company
         shall  pay for the  same  or  similar  benefits  if such  benefits  are
         available to the employee on an  individual  or group basis as a result
         of contractual  or statutory  provisions  requiring or permitting  such
         availability  including,  but not limited to, health insurance  covered
         under COBRA.

                  (h) Mitigation: Employee shall not be required to mitigate the
         amount of any payment  provided  for in Sections  9(f) and 9(g) of this
         Agreement by seeking other employment or otherwise.

         10.      Required Provisions by Regulation.   The Company and Employee
acknowledge that the laws and regulations  governing the  Parties  require  that
certain provisions be provided in each employment  agreement  with  officers and
employees  of  the  Bank.  The  Parties,  therefore,  agree  to  be bound by the
following provisions:

                  (a)  Suspension:  If the  Employee  is  suspended  from office
         and/or temporarily  prohibited from participating in the conduct of the
         Bank's  affairs  pursuant to notice  served  under  Section  8(e)(3) or
         Section  8(g)(1) of the Federal  Deposit  Insurance  Act  ("FDIA")  (12
         U.S.C.   Section  1818[e][3]  and  Section   1818[g][1]),   the  Bank's
         obligations  under this Agreement  shall be suspended as of the date of
         service,  unless stayed by appropriate  proceedings.  If the charges in
         the notice are dismissed, the Bank may, in its discretion:  (i) pay the
         Employee all or part of the compensation withheld while its obligations
         under this Agreement were suspended, and (ii) reinstate (in whole or in
         part) any of its obligations which were suspended.

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                  (b)  Permanent  Prohibition:  If the  Employee is removed from
         office and/or permanently  prohibited from participating in the conduct
         of the Bank's affairs by an order issued under Section 655.037, Florida
         Statutes,  or Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C.
         Sections 1818[e](4] and [g][1]), all obligations of the Bank under this
         Agreement  shall  terminate as of the effective date of the order,  but
         vested  rights  of  the  Employee  and  the  Bank  as of  the  date  of
         termination shall not be affected.

                  (c) Default Under FDIA: If the Bank is in default,  as defined
         in  Section  3(x)(1) of the FDIA (12 U.S.C.  Section  1813[x][1]),  all
         obligations  under this  Agreement  shall  terminate  as of the date of
         default,  but vested rights of the Employee and the Bank as of the date
         of termination shall be not affected.

                  (d) Regulatory Termination:  All obligations of the Bank under
         this  Agreement  shall  be  terminated,  except  to the  extent  that a
         determination  has been made that  continuation  of this  Agreement  is
         necessary for continued operation of the Bank:

                           (i)      by  the  Director  of  the  Federal  Deposit
                                    Insurance   Corporation   (or   his  or  her
                                    designee)  (the "FDIC") at the time the FDIC
                                    enters   into  an   agreement   to   provide
                                    assistance to or on behalf of the Bank under
                                    the  authority to contained in Section 13(c)
                                    of the Federal Deposit Insurance Act; or

                           (ii)     by the Department or the Director (or his or
                                    her designee) at the time the  Department or
                                    the  Director  (or  his  or  her   designee)
                                    approves  a  supervisory  merger to  resolve
                                    problems related to operation of the Bank or
                                    when the Bank's  determined  by the Director
                                    to be in unsafe or unsound condition.

         Any of Employee's rights that have already vested,  however,  shall not
         be affected by such action.

         11.      Notice of Termination.

                  (a) Employee's  Notice:  Employee  shall have the right,  upon
         prior written  notice of  termination of not less than sixty (60) days,
         to terminate his employment  hereunder.  In such event,  Employee shall
         have no right after the date of  termination to  compensation  or other
         benefits as provided in this Agreement,  unless such termination is for
         "good  reason",  as defined in Section  9(d)  herein.  If the  Employee
         provides  a  notice  of  termination  for  good  reason,  the  date  of
         termination  shall be the date on which the  notice of  termination  is
         given.

                  (b) Specificity:Any  termination of the Employee's  employment
         by the Company or by Employee shall be  communicated  by written notice
         of  termination  to the  other  party  hereto.  For  purposes  of  this
         Agreement,  a "notice of  termination"  shall mean a dated notice which
         shall: (i) indicate the specific termination provision in the Agreement
         relied  upon;  (ii) set  forth  in  reasonable  detail  the  facts  and
         circumstances  claimed  to  provide  a  basis  for  termination  of the
         Employee's employment under the provision so indicated; and

                                        9


<PAGE>



         (iii) set forth the date of  termination,  which shall be not less than
         thirty (30) days nor more than  forty-five  (45) days after such notice
         of  termination  is  given,   except  in  the  case  of  the  Company's
         termination of the Employee's  employment  forjust cause, in which case
         date of  termination  shall be the date such notice of  termination  is
         given.

                  (c) Delivery of Notices:  All notices  given or required to be
         given herein  shall be in writing,  sent by United  States  first-class
         certified or  registered  mail,  postage  prepaid,  by way of overnight
         carrier or by hand  delivery.  If to the Employee (or to the Employee's
         spouse or estate upon the  Employee's  death)  notice  shall be sent to
         Employee's  last-known address, and if to the Company,  notice shall be
         sent to the  corporate  headquarters  of CCBL All such notices shall be
         effective when deposited in the mail if sent via first-class  certified
         or  registered  mail,  or upon delivery if by hand delivery or sent via
         overnight  carrier.  Either Party, by notice in writing,  may change or
         designate the place for receipt of all such notices.

         12.  Post-Termination  Obligations.  The Company  shall pay to Employee
such compensation as is required pursuant to this Agreement;  provided, however,
any such payment  shall be subject to Employee's  post-termination  cooperation.
Such cooperation shall include the following:

                  (i)      Employee   shall   furnish   such   information   and
                           assistance  as  may  be  reasonably  required  by the
                           Company,  or its  attorneys,  in connection  with any
                           litigation or  settlement of any dispute  between the
                           Company,  a borrower  and/or any other third  parties
                           (including without limitation serving as a witness in
                           court or other proceedings); and

                  (ii)     Employee shall provide such information or assistance
                           as may be  reasonably  required  by  the  Company  in
                           connection  with any  regulatory  examination  by any
                           state or federal regulatory agency.

         13. Maintenance of Trade Secrets and Confidential Information. Employee
shall use his best efforts and utmost  diligence to guard and protect all of the
Company's trade secrets and confidential information. Employee shall not, either
during the term or after  tennination of this  Agreement,  for whatever  reason,
use, in any capacity,  or divulge or disclose in any manner, to any Person,  the
identity  of  the  Company's  customers,  or  its  customer  lists,  methods  of
operation,  marketing and promotional methods, processes,  techniques,  systems,
formulas,  programs or other trade secrets or confidential  information relating
to the Company's business.

         14.  Competitive  Activities.  Employee  agrees that during the term of
this Agreement, except with the express consent of the Board, Employee will not,
directly or  indirectly,  engage or  participate  in,  become a director  of, or
render  advisory or other  services  for,  or in  connection  with,  or make any
financial  investment in any financial  institution that directly  competes with
the business of the Bank in Collier County,  Florida;  provided,  however,  that
Employee shall not be precluded or prohibited  from owning passive  investments,
including investments in the securities of other financial institutions.

                                       10


<PAGE>



         3.       Remedies for Breach.

                  (a)  Arbitration:  The  Parties  agree  that,  except  for the
         specific  remedies for  injunctive  relief and other  equitable  relief
         contained in Sections 15(b) and 15(c) herein,  any controversy or claim
         arising  out of or relating to this  Agreement  or any breach  thereof,
         including,  without  limitation,  any claim that this  Agreement or any
         portion  thereof is invalid,  illegal or otherwise  voidable,  shall be
         submitted  to binding  arbitration  before and in  accordance  with the
         rules of the American  Arbitration  Association  and judgment  upon the
         determination  and/or  award of such  arbitrator  may be entered in any
         court having jurisdiction thereof-, provided, however, that this clause
         shall not be  construed  to permit  the award of  punitive  damages  to
         either  party.  The  prevailing  party  to said  arbitration  shall  be
         entitled  to an award  of  reasonable  Attorneys'  Fees.  The  venue of
         arbitration shall be in Collier County, Florida.

                  (b) Injunctive Relief. The Parties  acknowledge and agree that
         the  services to be  performed  by Employee  are special and unique and
         that money damages cannot fully  compensate the Company in the event of
         Employee's violation of the provisions of Section 14 of this Agreement.
         Thus,  in the  event  of a  breach  of any of the  provisions  of  such
         Section,  Employee agrees that the Company, upon application to a court
         of  competent   jurisdiction,   shall  be  entitled  to  an  injunction
         restraining Employee from any further breach of the terms and provision
         of such  Section.  Should the Company  prevail in an action  seeking an
         injunction  restraining  Employee,  Employee  shall  pay all  costs and
         reasonable  Attorneys'  Fees incurred by the Company in and relating to
         obtaining  such  injunction.  Such  injunctive  relief may be  obtained
         without bond and Employee's  sole remedy,  in the event of the improper
         entry of such injunction,  shall be the dissolution of such injunction.
         Employee  hereby waives any and all claims for damages by reason of the
         wrongful issuance of any such injunction.

                  (c) Cumulative  Remedies:  Notwithstanding any other provision
         of this  Agreement,  the injunctive  relief  described in Section 15(b)
         herein and all other remedies  provided for in this Agreement which are
         available  to the  Company  as a result  of  Employee's  breach of this
         Agreement,  are in addition to and shall not limit any and all remedies
         existing at or in equity which may also be available to the Company.

         16.  Assignment.  This  Agreement  shall inure to the benefit of and be
binding upon the Employee,  and to the extent  applicable,  his heirs,  assigns,
executors,  and  personal  representatives,  and to the Bank,  and to the extent
applicable,  its successors,  and assigns,  including,  without limitation,  any
person,  partnership,  or corporation which may acquire all or substantially all
of the  Bank's  assets  and  business,  or with or into  which  the  Bank may be
consolidated  or  merged,  and this  provision  shall  apply in the event of any
subsequent   merger,   consolidation,   or  transfer,   unless  such  merger  or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 1 O(c) and 1 O(d) herein.

         17.      Miscellaneous.

                  (a)      Amendments to the Agreement: Unless as otherwise
         provided herein, this Agreement may not be modified or amended except
         in writing signed by the Parties.

                                       11


<PAGE>



                  (b)      Certain Definitions: For purposes of this Agreement,
         the following terms whenever capitalized herein shall have the
         following meanings:

                           (i)      "Person"  shall  mean  any  natural  person,
                                    corporation,    partnership    (general   or
                                    limited),  trust,  association  or any other
                                    business entity.

                           (ii)     "Attorneys'  Fees"  shall  include the legal
                                    fees and disbursements  charged by attorneys
                                    and  their   related   travel  and   lodging
                                    expenses,  court costs, paralegal fees, etc.
                                    incurred in settlement,  trial, appeal or in
                                    bankruptcy proceedings.

                  (c)  Headings for Reference Only: The headings of the Sections
          and  the  Subsections   herein  are  included  solely  for  convenient
          reference and shall not control the meaning or the  interpretation  of
          any of the provisions of this Agreement.

                  (d)  Governing  LawlJurisdiction:   This  Agreement  shall  be
         construed in  accordance  with and governed by the laws of the State of
         Florida.  Any  litigation  involving  the Parties and their  rights and
         obligations hereunder shall be brought in the appropriate courts in and
         for Collier County, Florida.

                  (e)  Severability:  If any of the provisions of this Agreement
         shall be held invalid for any reason,  the remainder of this  Agreement
         shall not be affected thereby and shall remain in full force and effect
         in accordance with the remainder of its terms.

                  (f) Entire  Agreement:  This Agreement and all other documents
         incorporated or referred to herein, contain the entire agreement of the
         Parties   and   there   are   no   representations,    inducements   or
         otherprovisions  other than those  expressed  in writing  herein.  This
         Agreement amends, supplants and supersedes any and all prior agreements
         between  the  Parties.  No  modification,  waiver or  discharge  of any
         provision or any breach of this Agreement shall be effective  unless it
         is in writing  signed by both  Parties.  A Party's  waiver of the other
         Party's breach of any provision of this  Agreement,  shall not operate,
         or be construed, as a waiver of any subsequent breach of that provision
         or of any other provision of this Agreement.

                  (g)  Waiver:  No course of conduct by the  Company or Employee
         and no delay or omission  of the  Company or  Employee to exercise  any
         right or power  given  under  this  Agreement  shall:  (i)  impair  the
         subsequent exercise of any right or power, or (ii) be construed to be a
         waiver of any default or any  acquiescence  in or consent to the curing
         of any default while any other default shall  continue to exist,  or be
         construed  to be a waiver of such  continuing  default  or of any other
         right or power that shall  theretofore  have  arisen.  Any power and/or
         remedy  granted by law and by this Agreement to any party hereto may be
         exercised from time to time,  and as often as may be deemed  expedient.
         All such rights and powers shall be  cumulative  to the fullest  extent
         permitted by law.

                  (h) Pronouns: As used herein, words in the singular include
         the plural, and the masculine include the feminine and neutral gender,
         as appropriate.

                  (i) Recitals:  The Recitals set forth at the beginning of this
         Agreement  shall 1~ deemed to be  incorporated  into this  Agreement by
         this reference as if fully set forth herein,  and this Agreement  shall
         be interpreted with reference to and in light of such Recitals.

                                       12


<PAGE>


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

                                  CITIZENS COMMUNITY BANCORP, INC.



/s/ Richard Storm, Jr.            By:/s/ Joel M. Cox
-----------------------------        ---------------------
Richard Storm, Jr.                   Joel M. Cox
                                     Chairman of the Executive Committee

/s/ Gregory E. Smith                 /s/ Gregory E. Smith
-----------------------------        --------------------
Witness                              Witness


                                  CITIZENS COMMUNITY BANK OF FLORIDA

/s/ Richard Storm, Jr.            By:/s/ Diane M. Beyer
-----------------------------        -------------------
Richard Storm, Jr.                  Diane M. Beyer
                                    Chairman of the Executive Committee

/s/ Gregory E. Smith                /s/ Gregory E. Smith
-----------------------------       --------------------
Witness                             Witness

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