EXHIBIT 10.5

                            Employment Contract with
                                Gregory E. Smith

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                              EMPLOYMENT AGREEMENT

                                       FOR

                                GREGORY E. SMITH

         THIS EMPLOYMENT AGREEMENT ("Agreement") is being entered into this 24th
day of February,  2000, by and among CITIZENS COMMUNITY BANCORP,  INC. ("CCBI"),
CITIZENS  COMMUNITY BANK OF FLORIDA ("Bank") and GREGORY E. SMITH  ("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  wishes to retain  Employee as its  President  and Chief
Financial  Officer and the Bank wishes to retain  Employee as its  President and
Chief  Operations  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,  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]),  or upon a change in
control of CCBI or the Bank as defined in Section  9(e),  unless,  however,  the
Company or the acquiror  affirmatively state to Employee that the renewals shall
continue.  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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         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 immediate  termination  of the rights and  obligations  of the parties under
this Agreement; provided, however, that the terms and provisions of Sections 12,
13, 14 and 15 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 for just
                           cause,  this Agreement  shall  terminate  immediately
                           upon  delivery  to the  Employee  of such  Notice  Of
                           Termination.  Such a termination for just 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, 13, 14 and 15 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, 13, 14 and 15 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 President and
         Chief Financial  Officer of CCBI and the President and Chief Operations
         Officer of the Bank, through election by the Board. In such capacities,
         Employee  shall have the same powers,  duties and  responsibilities  of
         supervision  and  management  usually  accorded  the same  officers  of
         similar bank holding companies or financial institutions.  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 Chief  Executive  Officer  and/or 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 an Executive Officer of CCBI and
                                    President and Chief Operations Officer of
                                    the Bank;



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                           (ii)     serve as a member of the Board, if and when
                                    elected to such positions;

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

                           (iv)     develop, review and monitor all operating
                                    systems for the Bank;

                           (v)      develop, review and monitor all financial
                                    reporting, auditing and record keeping
                                    systems for CCBI;

                           (vi)     coordinate the budgeting process for the
                                    Company with the Chief Executive Officer to
                                    insure that budgetary goals and
                                    projections are being met;

                           (vii)    participate with the Chief Executive Officer
                                    in the  strategic  planning  process  of the
                                    Company (this  includes the  identification,
                                    development and  implementation  of approved
                                    complementary    business   activities   and
                                    subsidiaries;

                           (viii)   monitor daily financial statements for the
                                    Company;

                           (ix)     assess the developmental needs and career
                                    paths of all employees of the Company and
                                    make recommendations to the Chief Executive
                                    Officer of the Company; and

                           (x)      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) General  Duties:  During the term of this  Agreement,  and
         except for illness,  vacation periods and leaves of absences,  Employee
         shall  devote a minimum  of 160 hours  per month of his  working  time,
         attention,  skill and best efforts to accomplish and faithfully perform
         all of the duties  assigned to 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.

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

                  (a)      Base Salary:  Employee shall receive an annual salary
         of Ninety Thousand Dollars ($90,000) (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

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

                  (c) Stock  Appreciation  Incentive Bonus: Each year,  Employee
         shall be entitled  to a cash bonus  equal to the  increase in the "Fair
         Market Value" of 10,000 shares of CCBI common stock from December 31 of
         the  preceding  year to  December 31 of the year for which the bonus is
         awarded ("SAI bonus"). The Board of the Company may, from year to year,
         increase or decrease the number of shares of CCBI common stock on which
         the SAI bonus is predicated ("SAI shares").

                  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.

                  (d) 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

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         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 borne 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)  Club   Memberships:   The  Company  will  pay  Employee's
         membership costs in any clubs or organizations  that are deemed to be a
         benefit to 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.

         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


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         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 terms.

         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.

                  (b)  Termination  for Just Cause:  The Company  shall have the
         right at any time, upon prior written notice of termination  satisfying
         the  requirements  of Section 11 herein,  to terminate  the  Employee's
         employment  hereunder,  including  termination for just 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

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         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, Employee's right to compensation
         and  other  benefits  under  this  Agreement  shall be as set  forth in
         Sections 9(f) 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)  business  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)
         where the  acquiror  reduces  Employee's  Base Salary  within two years
         after a change in control.  So long as Employee  remains  employed with
         the  acquiror,  or one of the  acquiror's  subsidiaries,  and  Employee
         receives  his Base  Salary as  compensation,  Employee  cannot  trigger
         termination for good reason simply due to a change in control.

                  (e) Change in  Control:  For  purposes  of this  Agreement,  a
         "change in control"  shall mean a change in  ownership of stock of CCBI
         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.

                  (f)      Severance Payments:

                           (i)      If Employee  terminates  his  employment for
                                    other  than good  reason  or if the  Company
                                    terminates  his  employment  for just cause,
                                    Employee    shall   receive   no   severance
                                    payments.

                           (ii)     If Employee  terminates  his  employment for
                                    good reason or if the Company terminates his
                                    employment   for  other  than  just   cause,
                                    Employee  shall be paid,  as  severance,  an
                                    amount which would equal the  Employee's six
                                    month Base Salary.

                           (iii)    Notwithstanding    Section   9(f)(ii),    if
                                    Employee  terminates his employment for good
                                    reason  as  provided  in  Section  9(d)(ii),
                                    Employee  shall be paid, as  severance,  his
                                    Base Salary until the second  anniversary of
                                    the  change in  control.  In the event  such
                                    termination   occurs  in  the  second   year
                                    following  the change in  control,  Employee
                                    shall be paid, as severance,  one (1) years'
                                    Base Salary.

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                           (iv)     Any  payments  under this Section 9(f) 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 7 herein,  pursuant  to Section  10(b)  herein,  pursuant  to a
         termination  of  employment by the Employee for other than good reason,
         or incident to a change in control as described in Section  (9)(d)(ii),
         the Company shall maintain in full force and effect,  for the continued
         benefit of the Employee for the remaining  term of this  Agreement,  or
         six 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
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.

                  (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]),


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         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:

                           (iii)    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

                           (iv)     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,
         nor more than ninety (90) 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;  and (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.

                  (c) Date of  Termination:  The  notice  of  termination  shall
         specify the date of  termination.  In the case of the  Employee  giving
         notice,  the date shall not be less than sixty (60) days, nor more than
         ninety  (90)  days.  The  Company  may  shorten  the  time as it  deems
         appropriate.  In the case of the Company giving notice,  the date shall
         be as of the date such  notice is  given,  or such time as the  Company
         deems appropriate.

                  (d)      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


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         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 CCBI. 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  termination 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.

         Employee  acknowledges  that  by  virtue  of his  employment  with  the
Company,  Employee  will  acquire an intimate  knowledge of its  activities  and
affairs,  including  trade  secrets and other  confidential  matters.  Employee,
therefore,  agrees that during the term of this  Agreement,  and for a period of
one (1) year after the  termination of his  employment for any reason,  Employee
shall not become  employed,  directly  or  indirectly,  whether as an  employee,
independent  contractor,  consultant,  or otherwise,  in the financial  services
industry with any business enterprise or business entity, or person whose intent
is  to  organize  another  financial  institution  in  Collier  County  and Lee

                                       10


<PAGE>



County,  Florida,  or in any other Florida County where the Bank may have a full
service  branch  office.  Employee  hereby  agrees  that  the  duration  of  the
anticompetitive  covenant set forth  herein is  reasonable,  and its  geographic
scope is not unduly restrictive.

         15.      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


                                       11


<PAGE>


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 10(c) and 10(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.

                  (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  Law/Jurisdiction:   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  other
         provisions 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



                                       12


<PAGE>


         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 be 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.

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

                                    CITIZENS COMMUNITY BANCORP, INC.



/s/ Gregory E. Smith                By:      /s/ Richard Storm, Jr.
-------------------------------              ----------------------
Gregory E. Smith                             Richard Storm, Jr.
                                             Chairman of the Board of Directors

/s/ Joel M. Cox                              /s/ Diane Beyer
-------------------------------              -----------------------
Witness                                      Witness


                                    CITIZENS COMMUNITY BANK OF FLORIDA

/s/ Gregory E. Smith                By:      /s/ Richard Storm, Jr.
-------------------------------              ----------------------
Gregory E. Smith                             Richard Storm, Jr.
                                             Chairman of the Board of Directors

/s/ Joel M. Cox                              /s/ Diane Beyer
--------------------------------             -----------------------
Witness                                      Witness


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