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                                                                  EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

    THIS AGREEMENT is made effective this 1st day of October, 1999, among
Hamilton Bancorp Inc., a Florida corporation, Hamilton Bank, N.A., a national
banking association located in Miami, Florida (collectively, the "Company"), and
Eduardo A. Masferrer (the "Executive").

                                  INTRODUCTION

    The Boards of Directors of the Company have determined that it is in the
best interests of the Company to retain the Executive's services and to
reinforce and encourage the continued attention and dedication of the Executive
to his assigned duties without distraction in potentially disturbing
circumstances arising from the possibility of a change in control of the Company
or the assertion of claims and actions against employees.

                                    AGREEMENT

    NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Executive hereby agree as follows:

    1. EMPLOYMENT. Upon the terms and subject to the conditions contained in
this Agreement, the Executive agrees to provide full-time services for the
Company during the term of this Agreement. The Executive agrees to devote his
best efforts to the business of the Company, and shall perform his duties in a
diligent, trustworthy, and business-like manner, all for the purpose of
advancing the business of the Company.

    2. DUTIES. The duties of the Executive shall be those duties which can
reasonably be expected to be performed by a person with the title of President
and Chief Executive Officer of a multi-bank holding company of national
chartered banks. The Executive shall report directly to the Board of Directors.
The Executive's duties may, from time to time, be changed or modified at the
discretion of the Board of Directors of the Company.

    3. EMPLOYMENT TERM. Subject to the terms and conditions hereof, the Company
agrees to employ the Executive for a term of five years and three months,
commencing as of October 1, 1999 (the "Effective Date") and continuing through
December 31, 2004, unless renewed under this Section 3. The Company may
terminate the Executive's employment prior to the end of the five-year term
through: a Termination Due to Disability under Section 5(a), a Termination With
Cause under Section 5(b) or Termination Without Cause under Section 5(c).

    The term of this Agreement shall be automatically extended for an additional
year each December 31, unless either the Company or the Executive provides
written notice of election not to renew, at least 90 days before the applicable
December 31.

    4.   SALARY AND BENEFITS.

                  (a) BASE SALARY. The Company shall, during the term of this
         Agreement, pay the Executive an annual base salary in effect as of the
         date of the Agreement through December 31, 1999. Thereafter, base



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         salary shall be reviewed by the Company at least annually and any base
         salary increase shall be effective each January 1, beginning January 1,
         2000. The Company may not, however, reduce the Executive's base salary
         at any time during the term of this Agreement.

                  (b) ANNUAL INCENTIVE PAYMENT. Each year during this Agreement,
         the Executive shall be eligible to receive an annual incentive payment
         (the "Annual Incentive Payment") up to five percent (5%) of pre-tax net
         income, after the deduction of loan loss provisions of the company. The
         amount actually awarded to the Executive will be determined by the
         Company's Board of Directors. Any applicable bonus shall be paid by
         February 28 of each year (with the first bonus payable by February 28,
         2000, relating to the 1999 year).

                  (c) NON-QUALIFIED RETIREMENT PLANS. The Company shall provide
         a supplemental retirement benefit to the Executive which shall be no
         less than $650,000 per year beginning at age 65 and paid annually for
         15 years, as amended or replaced by a successor plan approved by the
         Company's Board of Directors.

                  (d) STOCK OPTIONS. The Company shall provide a stock option
         program to the Executive in accordance with the 1998 and 2000 Executive
         Incentive Plans, as amended or replaced by a successor plan approved by
         the Company's Board of Directors and, if necessary, its shareholders.
         The Executive will not be eligible to participate in any stock option
         plans reserved for outside directors.

                  (e) LIFE INSURANCE. The Company shall provide life insurance
         coverage on the life of the Executive in accordance with the Company's
         Group Term Life Insurance Plan. The life insurance benefit will be paid
         upon death according to the following schedule; however, the death
         benefit is limited to a maximum of $350,000.

                            YEARS OF SERVICE          DEATH BENEFIT
                            ----------------          -------------

                                   1-5                  2 x Salary
                                  5-10                  3 x Salary
                                  10-15                 4 x Salary
                                   15+                  5 x Salary

                  (f) VACATION. The Executive shall be entitled to five weeks of
          paid vacation during each full year of his employment hereunder in
          accordance with the vacation policy adopted by the Company. In
          addition, upon any Termination under Section 5, except for Termination
          for Cause, the Executive will be paid any vacation earned in the
          calendar year of the termination but not taken through the date of the
          termination.

                  (g) AUTOMOBILE. The Company will provide the Executive with an
          automobile (the "Automobile") for use by the Executive in connection
          with the performance of his duties under this Agreement.

                  (h) REIMBURSEMENT OF EXPENSES. The Company shall reimburse the
          Executive for all reasonable out-of-pocket expenses incurred by the
          Executive in the course of his duties, in accordance with any business
          conducted on behalf of the Company.



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                  (i) EMPLOYEE BENEFITS. The Executive shall be entitled to
          participate in the employee benefit programs generally available to
          employees of the Company, and to all normal perquisites provided to
          senior executive officers of the Company.

                  (j) BENEFITS NOT IN LIEU OF COMPENSATION. No benefit or
          perquisite provided to the Executive shall be deemed to be in lieu of
          base salary, bonus, or other compensation.

    5. TERMINATION OF EMPLOYMENT. The Board of Directors of the Company may
terminate the employment of the Executive at any time as it deems appropriate.

                  (a) DISABILITY. The Company may terminate the Executive's
         employment for Disability if the Executive is incapacitated or absent
         and unable to perform substantially all the regular Duties of his
         employment as defined under the Total Disability From Your Own
         Occupation under the Company's Long Term Disability Plan. If, during
         the term of this Agreement, the Executive's employment terminates due
         to Disability, the Company shall provide long term disability insurance
         that provides for an annual benefit of 2/3 of the Executive's Base
         Salary; however, this benefit is limited to the maximum allowed under
         the Company's Long Term Disability Plan in effect from time to time,
         but not less than $6,000 per month.

                  (b) VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE. If the
         Executive shall voluntarily terminate his employment for other than
         Good Reason or if the Company shall discharge the Executive for Cause,
         as defined herein, this Agreement shall terminate immediately and the
         Company shall have no further obligation to make any payment under this
         Agreement which has not already become payable, but has not yet been
         paid, provided, however, that with respect to any stock options,
         restricted stock, incentive plans, deferred compensation arrangements,
         or other plans or programs in which the Executive is participating at
         the time of termination of his employment, the Executive's rights and
         benefits under each such plan shall be determined in accordance with
         the terms, conditions, and limitations of the plan and any separate
         agreement executed by the Executive which may then be in effect.

                  For the purposes of this Agreement, the Company shall have
         "Cause" to terminate the Executive's employment hereunder upon:

                           (i) the willful and continued failure by the
                  Executive to perform his duties with the Company (other than
                  any such failure resulting from incapacity due to Disability),
                  after a demand for specific performance is delivered to the
                  Executive by the Board which identifies individual goals and
                  objectives which must be accomplished to remedy the
                  Executive's performance, as well as provides rationale as to
                  the reason the Board believes that he has not historically
                  performed his duties;

                           (ii) the willful engaging by the Executive in gross
                  misconduct materially and demonstrably injurious to the
                  Company. For purposes of this paragraph, no act, or failure to
                  act, on the Executive'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;



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                           (iii) notwithstanding the foregoing, the Executive
                  shall not be deemed to have been terminated for Cause unless
                  and until there have been delivered to him a copy of a
                  resolution duly adopted by the affirmative vote of not less
                  than two-thirds (2/3) of the entire authorized membership of
                  the Board at a meeting of the Board called and held for the
                  purpose (after reasonable notice and an opportunity for the
                  Executive, together with counsel, to be heard before the
                  Board), finding that in the good faith opinion of the Board he
                  was guilty of conduct set forth above in clauses (i) or (ii)
                  of this Section 5(b) and specifying the particulars thereof in
                  detail.

                  (c) TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON.
          If during the term of the Agreement, the Executive's employment is
          terminated by the Company without Cause or the Executive voluntarily
          terminates his employment for Good Reason, as defined herein:

                           (i) BASE SALARY. The Company shall pay the Executive
                  in a lump sum an amount equal to the remaining term of this
                  Agreement times the current annual base salary as provided in
                  Section 4(a) in effect at the date of termination;

                           (ii) ANNUAL INCENTIVE. To compensate the Executive
                  for the current year's annual incentive, the Company shall pay
                  to the Executive in a lump sum an amount equal to two times
                  the aggregate amount paid to the Executive under Sections 4(b)
                  for the most recently completed calendar year multiplied by a
                  ratio whose numerator is the number of the current month as of
                  the date of termination and the denominator is twelve.

                           (iii) NONQUALIFIED RETIREMENT PLANS AND STOCK
                  OPTIONS. The Company shall pay to the Executive any amounts
                  due under Sections 4(c) and 4(d) according with the terms,
                  conditions and limitations of the plans and any separate
                  agreements under sections 4(c) and 4(d) without regard to
                  "vesting" thereunder.

                  For purposes of this Agreement, the term "Good Reason" shall
                  mean:

                           (i) Without his express written consent, the
                  assignment to the Executive of any duties inconsistent with
                  his positions, duties, responsibilities and status with the
                  Company, or a change in his reporting responsibilities, titles
                  or offices, or any removal of the Executive from or any
                  failure to re-elect the Executive to any of such positions,
                  except in connection with the termination of his employment
                  for Cause, Disability or retirement or as a result of his
                  death or by the Executive other than for Good Reason;

                           (ii) A reduction by the Company in the Executive's
                  base salary as in effect on the date hereof or as the same may
                  be increased from time to time;

                           (iii) Without his express written consent the failure
                  by the Company to continue in effect the Non-Qualified
                  Retirement Plan under Section 4(c), Stock Options under
                  Section 4(d), the Life Insurance under Section 4(e) in which
                  the Executive is participating (or plans providing
                  substantially similar benefits), the taking of any action by
                  the Company which would adversely affect the Executive's



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                  participation in or materially reduce his benefits under any
                  of such plans or deprive him of any material fringe benefit
                  enjoyed by him, or the failure by the Company to provide the
                  Executive with the number of paid vacation days to which he is
                  then entitled on the basis of years of service with the
                  Company in accordance with the Company's normal vacation
                  policy in effect on the date hereof; or

                           (iv) Any failure of the Company to obtain the
                  assumption of, or the agreement to perform, this Agreement by
                  any successor as contemplated in Section 16(a) hereof.

6. TERMINATION AFTER CHANGE OF CONTROL BENEFIT. If within 24 months after a
Change of Control, the Company shall terminate the Executive's employment other
than pursuant to Section 5(a) or 5(b) hereof or if the Executive shall terminate
his employment for Good Reason, then the Company shall pay to the Executive a
benefit as defined in this Section 6(b).

                  (a) CHANGE OF CONTROL. The term "Change of Control" shall have
         the following meaning:

                            (i) A reorganization, merger, consolidation or other
                     form of corporate transaction or series of transactions, in
                     each case, with respect to which persons who were the
                     shareholders of the Company immediately prior to such
                     reorganization, merger or consolidation or other
                     transaction do not, immediately thereafter, directly or
                     indirectly, own more than 80% of the combined voting power
                     entitled to vote generally in the election of director of
                     the reorganized, merged or consolidated entity's then
                     outstanding voting securities;

                            (ii)   A liquidation or dissolution of the Company;

                            (iii) The sale of more than 50% of the assets of the
                     Company to any person or entity not controlled by or under
                     common control with the Company (unless such
                     reorganization, merger, consolidation or other corporate
                     transaction, liquidation, dissolution or sale is
                     subsequently abandoned); or

                            (iv) The acquisition by any person, entity or
                      "group", within the meaning of Section 13 (d) (3) or 14
                      (d) (2) of the Securities Exchange Act, (excluding any
                      employee benefit plan of the Company or its subsidiaries
                      which acquires beneficial ownership (within the meaning of
                      Rule 13d-3 promulgated under the Securities Exchange Act))
                      of more than twenty percent (20%) of either the then
                      outstanding shares of common stock or the combined voting
                      power of the Company's then outstanding voting securities
                      entitled to vote generally in the election of directors.

                   (b) AMOUNT. Upon a termination after a Change of Control as
          provided above, the Executive will receive a Change of Control Benefit
          equal to 2.99 times the Executive's Base Annual Compensation as
          defined in this Section 6(b)(i) at the date of the Change of Control
          assuming the individual is in good employment.

                           (i) BASE ANNUAL COMPENSATION. The Executive's average
                  annualized compensation paid by the Company and its affiliates
                  which was includible in the Executive's gross income during



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                  the most recent five taxable years ending before the date of
                  the Change of Control. This definition covers amounts
                  includible in compensation, i.e., the base salary and cash
                  annual incentive prior to any deferred arrangements, and
                  defined as the individual's "base amount" under Section 280G
                  of the Internal Revenue Code of 1986, as amended (the "Code").

                           (ii) NONQUALIFIED RETIREMENT PLANS AND STOCK OPTIONS.
                  The company shall pay to the Executive any amounts due under
                  sections 4(c) and 4(d) according with the terms, conditions
                  and limitations of the plans and any separate agreements under
                  sections 4(c) and 4(d) without regard to "vesting" thereunder.

                   (c) CONSIDERATION OF BENEFIT. As consideration for the
          benefit paid in Section 6(a) and (b) the Executive agrees to work with
          the new organization for a period of no less than six months. If the
          organization, however, terminates the employment of the Executive
          except under Termination for Cause, the Executive is still entitled to
          the benefit specified under 6(a) and (b).

                   (d) LIMITATION OF BENEFIT: Notwithstanding anything to the
          contrary in this Agreement, if there are payments to the Employee
          which constitute "parachute payments," as defined in Section 280G of
          the Code, then the payments made to the Executive shall be the maximum
          of (x) one dollar ($1.00) less than the amount which would cause the
          payments to the Employee (including payments to the Employee which are
          not included in this Agreement) to be subject to the excise tax
          imposed by Section 4999 of the Code, and (y) the payments to the
          Employee (including payments to the Employee which are not included in
          the Agreement) after taking into account the excise tax imposed by
          Section 4999 of the Code.

                   (e) PAYMENT OF BENEFIT. The Company shall pay any Change of
         Control Benefit payable as provided in this Section 6 in a lump sum
         upon the Executive's Termination of Employment.

    7. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges that
he will have access to certain information of the Company and that such
information is confidential and constitutes valuable, special and unique
property of the Company. The Executive shall not at any time, either during or
subsequent to the term of this Agreement, disclose to others, use, copy or
permit to be copied, except in pursuance of his duties for and on behalf of the
Company, it successors, assigns or nominees, any Confidential Information of the
Company (regardless of whether developed by the Executive) without the prior
written consent of the Company.

    The term "Confidential Information" with respect to any person means any
secret or confidential information or know-how and shall include, but shall not
be limited to, the plans, customers, costs, prices, uses, and applications of
products and services, results of investigations, studies owned or used by such
person, and all products, processes, compositions, computer programs, and
servicing, marketing or operational methods and techniques at any time used,
developed, investigated, made or sold by such person, before or during the term
of this Agreement, that are not readily available to the public or that are
maintained as confidential by such person. The Executive shall maintain in
confidence any Confidential Information of third parties received as a result of
his employment with the Company in accordance with the Company's obligations to
such third parties and the policies established by the Company.



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         8. DELIVERY OF DOCUMENTS UPON TERMINATION. The Executive shall deliver
to the Company or its designee at the termination of his employment all
correspondence, memoranda, notes, records, drawings, sketches, plans, customer
lists, product compositions, and other documents and all copies thereof, made,
composed or received by the Executive, solely or jointly with others, that are
in the Executive's possession, custody, or control at termination and that are
related in any manner to the past, present, or anticipated business or any
member of the Company.

         9. NO COMPETITION. Throughout the term of the Agreement and, unless the
Agreement terminates pursuant to Sections 3, 5(b) or 5(c), through the second
anniversary of the expiration of this Agreement, the Executive shall not
directly or indirectly engage in the business of banking, or any other business
in which any member of the Company directly or indirectly engages during the
term of the Agreement; provided, however, that the restriction in this Section 9
shall apply only to United States based financial institutions such as banks,
brokerages, insurance companies, savings and loans or any other such United
States based institution that conducts business in the international trade
financing market. For purposes of this Section 9, the Executive shall be deemed
to engage in a business if he directly or indirectly, engages or invests in,
owns, manages, operates, controls or participates in the ownership, management,
operation or control of, is employed by, associated or in any manner connected
with, or renders services or advice to, any business engaged in international
trade financing, provided, however, that the Executive may invest in the
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if (x) such securities are listed on any national
or regional securities (exchange or have been registered under Section 12(g) of
the Securities Exchange Act of 1934 and (y) the Executive does not beneficially
own (as defined Rule 1 3d-3 promulgated under the Securities Exchange Act of
1934) in excess of 5% of the outstanding capital stock of such enterprise. In
consideration for the provisions of this Section 9, the Company will provide
compensation to the Executive equal to the number two (2) times his annual Base
Salary at the time of Termination.

         10. NO TAMPERING. Throughout the term of the Agreement and through the
second anniversary of the expiration thereof, the Executive shall not (a)
request, induce or attempt to influence any customers of the Company to curtail
or cancel any business they may transact with the Company; or (b) request,
induce or attempt to influence any employee of the Company to terminate his or
her employment with the Company.

         11. RELOCATION. The Company's requiring the Executive to be based
anywhere other than Miami, Florida except for required travel on the Company's
business to an extent substantially consistent with his present business travel
obligations, or, in the event the Executive consents to any relocation, the
failure by the Company to pay (or reimburse the Executive) for all reasonable
moving expenses incurred by him relating to a change of his principal residence
in connection with such relocation and to indemnify the Executive against any
loss (defined as the difference between the actual sale price of such residence
and the higher of (a) his aggregate investment in such residence or (b) the fair
market value of such residence as determined by a real estate appraiser
designated by the Executive and reasonably satisfactory to the Company) realized
on the sale of the Executive's principal residence in connection with any such
change of residence, shall constitute Good Reason for the Executive to
voluntarily terminate his employment.

         12. PUBLICITY AND ADVERTISING. The Executive agrees that the Company
may use his name, picture, or likeness for any advertising, publicity, or other
business purpose at any time, during the term of the Agreement, and may continue
to use materials generated during the term of the Agreement for a period of six
months thereafter. The Executive shall receive no additional consideration if




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his name, picture or likeness is so used. The Executive further agrees that any
negatives, prints or other material for printing or reproduction purposes
prepared in connection with the use of his name, picture or likeness by the
Company shall be and are the sole property of the Company.

         13. REMEDIES. The Executive acknowledges that a remedy at law for any
breach or attempted breach of the Executive's obligations under Sections 6
through 10 may be inadequate, agrees that the Company may be entitled to
specific performance and injunctive and other equitable remedies in case of any
such breach or attempted breach, and further agrees to waive any requirement for
the securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief. The Company shall have the right to offset
against amounts to be paid to the Executive pursuant to the terms hereof any
amounts from time to time owing by the Executive to the Company. The termination
of the Agreement pursuant to Section 3, 5(a) or 5(b) shall not be deemed to be a
waiver by the Company of any breach by the Executive of this Agreement or any
other obligation owed the Company, and notwithstanding such a termination the
Executive shall be liable for all damages attributable to such a breach.

         14. DISPUTE RESOLUTION. Subject to the Company's right to seek
injunctive relief in court as provided in Section 13 of this Agreement, any
dispute, controversy or claim arising out of or in relation to or connection to
this Agreement, including without limitation any dispute as to the construction,
validity, interpretation, enforceability or breach of this Agreement, shall be
exclusively and finally settled by arbitration, and any party may submit such
dispute, controversy or claim, including a claim for indemnification under this
Section 14, to arbitration.

                  (a) ARBITRATORS. The arbitration shall be heard and determined
         by one arbitrator, who shall be impartial and who shall be selected by
         mutual agreement of the parties; provided, however, that if the dispute
         involves more than $1,000,000, then the arbitration shall be heard and
         determined by three (3) arbitrators. If three (3) arbitrators are
         necessary as provided above, then (i) each side shall appoint an
         arbitrator of its choice within thirty (30) days of the submission of a
         notice of arbitration and (ii) the party-appointed arbitrators shall in
         turn appoint a presiding arbitrator of the tribunal within thirty (30)
         days following the appointment of the last party-appointed arbitrator.

                  (b) PROCEEDINGS. Unless otherwise expressly agreed in writing
         by the parties to the arbitration proceedings:

                           (i) The arbitration proceedings shall be held in
                  Miami, Florida, at a site chosen by mutual agreement of the
                  parties, or if the parties cannot reach agreement on a
                  location within thirty (30) days of the appointment of the
                  last arbitrator, then at a site chosen by the arbitrators;

                           (ii) The arbitrators shall be and remain at all times
                  wholly independent and impartial;

                           (iii) The arbitration proceedings shall be conducted
                  in accordance with the Commercial Arbitration Rules of the
                  American Arbitration Association, as amended from time to
                  time;



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                           (iv) Any procedural issues not determined under the
                  arbitral rules selected pursuant to item (iii) above shall be
                  determined by the law of the place of arbitration, other than
                  those laws which would refer the matter to another
                  jurisdiction;

                           (v) The costs of the arbitration proceedings
                  (including attorneys' fees and costs) shall be borne in the
                  manner determined by the arbitrators;

                           (vi) The decision of the arbitrators shall be reduced
                  to writing; final and binding without the right of appeal; the
                  sole and exclusive remedy regarding any claims, counterclaims,
                  issues or accounting presented to the arbitrators; made and
                  promptly paid in United States dollars free of any deduction
                  or offset; and any costs or fees incident to enforcing the
                  award shall, to the maximum extent permitted by law, be
                  charged against the party resisting such enforcement;

                           (vii) The award shall include interest from the date
                  of any breach or violation of this Agreement, as determined by
                  the arbitral award, and from the date of the award until paid
                  in full, at 6% per annum; and

                           (viii) Judgment upon the award may be entered in any
                  court having jurisdiction over the person or the assets of the
                  party owing the judgment or application may be made to such
                  court for a judicial acceptance of the award and an order of
                  enforcement, as the case may be.

                  (c) ACKNOWLEDGMENT OF PARTIES. Each party acknowledges that he
         or it has voluntarily and knowingly entered into an agreement to
         arbitration under this Section by executing this Agreement.

         15. INDEMNIFICATION. The Executive shall be protected against any and
all legal actions when he is either a party, witness or a participant in any
legal action brought against the Company. He will be protected through any
programs that cover the outside directors or other executives of the Company.

         16. MISCELLANEOUS PROVISIONS.

              (a) SUCCESSORS OF THE COMPANY. The Company will require any
         successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         and/or assets of the Company, by agreement in form and substance
         satisfactory to the Executive, expressly to assume and agree to perform
         this Agreement in the same manner and to the same extent that the
         Company would be required to perform it if no such succession had taken
         place. Failure of the Company to obtain such agreement prior to the
         effectiveness of any such succession shall be a breach of this
         Agreement and shall entitle the Executive to compensation from the
         Company in the same amount and on the same terms as the Executive would
         be entitled hereunder if the Executive terminated his employment for
         Good Reason, except that for purposes of implementing the foregoing,
         the date on which any such succession becomes effective shall be deemed
         the Date of Termination. As used in this Agreement, "Company" shall
         mean the Company as hereinbefore defined and any successor to its


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         business and/or assets as aforesaid which executes and delivers the
         agreement provided for in this Section 16 or which otherwise becomes
         bound by all the terms and provisions of this Agreement by operation of
         law.

              (b) EXECUTIVE'S HEIRS, ETC. The Executive may not assign his
         rights or delegate his duties or obligations hereunder without the
         written consent of the Company. This Agreement shall inure to the
         benefit of and be enforceable by the Executive's personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devisees and legatees. If the Executive should die while
         any amounts would still be payable to him hereunder as if he had
         continued to live, all such amounts, unless other provided herein,
         shall be paid in accordance with the terms of this Agreement to his
         designee or, if there be no such designee, to his estate.

              (c) NOTICE. For the purposes of this Agreement, notices and all
         other communications provide for in the Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed by
         United States registered or certified mail, return receipt requested,
         postage prepaid, addressed to the respective addresses set forth below,
         provided that all notices to the Company shall be directed to the
         attention of the Chief Executive Officer of the Company with a copy to
         the Secretary of the Company, or to such other in writing in accordance
         herewith, except that notices of change of address shall be effective
         only upon receipt.

              (d) AMENDMENT OR WAIVER. No provisions of this Agreement may be
         modified, waived or discharged unless such waiver, modification or
         discharge is agreed to in writing signed by the Executive and such
         officer as may be specifically designated by the Board of Directors of
         the Company (which shall in any event include the Company's Chief
         Executive Officer). No waiver by either party hereto at any time of any
         breach by the other party hereto of, or compliance with, any condition
         or provision of this Agreement to be performed by such other party
         shall be deemed a waiver of similar or dissimilar provisions or
         conditions at the same or at any prior or subsequent time. No
         agreements or representations, oral or otherwise, express or implied,
         with respect to the subject matter hereof have been made by either
         party which are not set forth expressly in this Agreement.

              (e) INVALID PROVISIONS. Should any portion of this Agreement be
         adjudged or held to be invalid, unenforceable or void, such holding
         shall not have the effect of invalidating or voiding the remainder of
         this Agreement and the parties hereby agree that the portion so held
         invalid, unenforceable or void shall, if possible, be deemed amended or
         reduced in scope, or otherwise be stricken from this Agreement to the
         extent required for the purposes of validity and enforcement thereof.

              (f) SURVIVAL OF THE EXECUTIVE'S OBLIGATIONS. The Executive's
         obligations under this Agreement shall survive regardless of whether
         the Executive's employment by the Company is terminated, voluntarily or
         involuntarily, by the Company or the Executive, with or without Cause.

              (g) COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same instrument.



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              (h) GOVERNING LAW. This Agreement shall be governed by and
         construed under the laws of the State of Florida.

              (i) CAPTIONS AND GENDER. The use of captions and Section headings
         herein is for purposes of convenience only and shall not effect the
         interpretation or substance of any provisions contained herein.
         Similarly, the use of the masculine gender with respect to pronouns in
         this Agreement is for purposes of convenience and includes either sex
         who may be a signatory.

       IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                      COMPANY:

                                                HAMILTON BANCORP INC.
______________________________
Eduardo A. Masferrer                            By __________________________
Chairman and CEO                                Title:

6971 S.W. 79 Avenue                             By __________________________
Miami, Florida 33143                            Title:

                                                HAMILTON BANK, N.A.

                                                By __________________________
                                                Title:

                                                By __________________________
                                                Title:

                                                  3750 N.W. 87th Avenue
                                                  Miami, Florida  33178


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