EXHIBIT 10.1

                              NON-COMPETE AGREEMENT

THIS  NON-COMPETE  AGREEMENT (the  "Agreement")  is entered into on December 19,
2005 by and between J. Gordon  Jennings,  III (the  "Employee") and 21st Century
Holding Company, a Florida corporation (the "Company").

      WITNESSETH:

WHEREAS,  the  Employee is employed  by the  Company  and the  Employee  and the
Company,  intending  to be  legally  bound  hereby and in  consideration  of the
promises contained herein, do hereby agree as follows:

1.  Non-Competition.  During the Term and for a period of 1 year  following  the
termination  (other than  without  Cause) of the  Employee's  employment  by the
Company,  Employee  shall  not,  directly  or  indirectly  engage in or have any
interest  in,  directly or  indirectly,  any sole  proprietorship,  partnership,
corporation,  business or any other  person or entity  (whether as an  employee,
officer,  director,  partner,  agent, security holder,  creditor,  consultant or
otherwise) that,  directly or indirectly,  engages primarily in the development,
marketing,   distribution,   underwriting  or  sale  of  products  and  services
competitive with the Company's and/or any subsidiary's  products and services in
any and all states in which the  Company  and/or  any  subsidiary  conducts  its
business during the Term or at the time Executive's  employment with the Company
is  terminated  (the  "Territory");  provided,  however,  that Employee may hold
Company  securities and/or acquire,  solely as an investment,  shares of capital
stock or other equity  securities of any such company,  so long as Employee does
not  control  acquire a  controlling  interest  in or become a member of a group
which  exercises  direct or indirect  control of, more than five  percent of any
class of capital stock of such corporation.

2.  Nondisclosure.  During the Term and following  termination of the Employee's
employment with the Company, Employee shall not divulge, communicate, use to the
detriment of the Company or for the benefit of any other  person or persons,  or
misuse  in any  way,  any  Confidential  Information  (as  hereinafter  defined)
pertaining to the business of the Company. Any Confidential  Information or data
now or hereafter  acquired by the Executive  with respect to the business of the
Company (which shall include, but not be limited to, information  concerning the
Company's financial  condition,  prospects,  technology,  customers,  methods of
doing  business  and  marketing,  distribution,  underwriting  or  sale  of  the
Company's products and services) shall be deemed a valuable,  special and unique
asset of the Company  that is received by the  Employee in  confidence  and as a
fiduciary.  For  purposes of this  Agreement  "Confidential  Information"  means
information  disclosed to the Employee or known by the Employee as a consequence
of or through his employment by the Company  (including  information  conceived,
originated,  discovered or developed by the Employee) prior to or after the date
hereof and not generally known or in the public domain, about the Company or its
business.  Notwithstanding  the  foregoing,  nothing  herein  shall be deemed to
restrict the Employee from  disclosing  Confidential  Information  to the extent
required by law.

3.  Nonsolicitation  of  Employees.  During  the Term and for a period of 1 year
following  termination of the Employee's  employment with the Company,  Employee
shall not directly or  indirectly,  for himself or for any other  person,  firm,
corporation,  partnership,  association  or other  entity,  attempt to employ or
enter into any contractual  arrangement  with any employee or former employee of
the Company,  unless such  employee or former  employee has not been employed by
the Company for a period in excess of six months.

4. Books and Records. All books,  records,  accounts and similar repositories of
Confidential  Information  of the Company,  whether  prepared by the Employee or
otherwise  coming  into  the  Executive's  possession,  shall  be the  exclusive
property  of the Company  and shall be  returned  immediately  to the Company on
termination of this Agreement or on the Board's request at any time.


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5.  Injunction.  It is recognized and hereby  acknowledged by the parties hereto
that a  breach  by the  Employee  of any of  the  covenants  contained  in  this
Agreement will cause  irreparable  harm and damage to the Company,  the monetary
amount of which may be  virtually  impossible  to  ascertain.  As a result,  the
Employee  recognizes and hereby  acknowledges that the Company shall be entitled
to an  injunction  from  any  court  of  competent  jurisdiction  enjoining  and
restraining  any  violation  of any or all of the  covenants  contained  in this
Agreement  by the  Employee or any of his  affiliates,  associates,  partners or
agents,  either directly or indirectly,  and that such right to injunction shall
be  cumulative  and in  addition  to  whatever  other  remedies  the Company may
possess.

6. Binding Effect.  Except as herein  otherwise  provided,  this Agreement shall
inure to the  benefit of and shall be binding  upon the  parties  hereto,  their
personal representatives, successors, heirs and assigns.

7. Terminology.  All personal  pronouns used in this Agreement,  whether used in
the masculine,  feminine or neuter gender,  shall include all other genders; the
singular  shall include the plural and vice versa.  Titles of Paragraphs are for
convenience  only, and neither limit nor amplify the provisions of the Agreement
itself.

8. Entire Agreement. This Agreement constitutes the entire agreement between the
parties  hereto with respect to the subject  matter  hereof.  It supersedes  all
prior  negotiations,  letters and understandings  relating to the subject matter
hereof.

9.  Amendment.  This Agreement may not be amended,  supplemented  or modified in
whole or in part  except  by an  instrument  in  writing  signed by the party or
parties  against  whom   enforcement  of  any  such  amendment,   supplement  or
modification is sought.

10. Choice of Law. This Agreement will be interpreted, construed and enforced in
accordance  with the laws of the State of Florida,  without giving effect to the
application of the principles pertaining to conflicts of laws.

11.  Effect of Waiver.  The failure of any party at any time or times to require
performance  of any  provision of this  Agreement  will in no manner  affect the
right to  enforce  the  same.  The  waiver  by any  party of any  breach  of any
provision  of this  Agreement  will not be  construed to be a waiver by any such
party of any  succeeding  breach of that  provision or a waiver by such party of
any breach of any other provision.

12.  Severability.  The  invalidity,   illegality  or  unenforceability  of  any
provision or provisions of this Agreement will not affect any other provision of
this  Agreement,  which  will  remain  in full  force and  effect,  nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement  affect the  balance of such  provision.  In the event that any one or
more of the provisions  contained in this Agreement or any portion thereof shall
for any reason be held to be invalid,  illegal or  unenforceable in any respect,
this  Agreement  shall be reformed,  construed  and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.

13.  Enforcement.  Should it become  necessary for any party to institute  legal
action to enforce the terms and  conditions of this  Agreement,  the  successful
party  will be awarded  reasonable  attorneys'  fees at all trial and  appellate
levels,  expenses and costs. Any suit, action or proceeding with respect to this
Agreement  shall be  brought  in the  courts of  Broward  County in the State of
Florida or in the U.S. District Court for the Southern District of Florida.  The
parties hereto hereby accept the exclusive  jurisdiction of those courts for the
purpose of any such suit, action or proceeding.

Venue for any such action,  in addition to any other venue permitted by statute,
will be Broward County, Florida. The parties hereto hereby irrevocably waive, to
the fullest  extent  permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action or proceeding  arising
out of or relating to this  Agreement  or any  judgment  entered by any court in
respect  thereof  brought  in  Broward  County,   Florida,  and  hereby  further
irrevocably  waive any claim  that any suit,  action or  proceeding  brought  in
Broward County, Florida, has been brought in an inconvenient forum.


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The parties  hereto  acknowledge  and agree that any party's remedy at law for a
breach or threatened  breach of any of the provisions of this Agreement would be
inadequate  and such  breach  or  threatened  breach  shall be per se  deemed as
causing irreparable harm to such party.  Therefore,  in the event of such breach
or  threatened  breach,  the  parties  hereto  agree  that,  in  addition to any
available  remedy at law,  including  but not  limited to monetary  damages,  an
aggrieved party,  without posting any bond, shall be entitled to obtain, and the
offending  party  agrees  not to  oppose  the  aggrieved  party's  request  for,
equitable  relief in the form of  specific  enforcement,  temporary  restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.

14.  Binding  Nature.  This Agreement will be binding upon and will inure to the
benefit of any successor or successors of the parties hereto.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which will be deemed an original.

16. Notice. Any notice required or permitted to be delivered  hereunder shall be
deemed to be  delivered  when sent by facsimile  with receipt  confirmed or when
deposited in the United States mail,  postage  prepaid,  registered or certified
mail,  return  receipt  requested,  or by  overnight  courier,  addressed to the
parties at the addresses first stated herein, or to such other address as either
party hereto  shall from time to time  designate to the other party by notice in
writing as provided herein.

IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on
the day and year first above written.


                                         21ST CENTURY HOLDING COMPANY


                                         By: /s/ Edward J. Lawson
                                             -----------------------------------
                                         Name: Edward J. Lawson
                                               ---------------------------------
                                         Title: President & CEO
                                                --------------------------------


                                             /s/ J. Gordon Jennings, III
                                         ---------------------------------------
                                         J. Gordon Jennings, III, EMPLOYEE