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                                                                  EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is dated the 1st day of October, 1999, among Hamilton
Bancorp Inc., a Florida corporation, Hamilton Bank, N.A. (the "Bank"), a
national banking association located in Miami, Florida (collectively, the
"Company"), and Juan Carlos Bernace (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 who is a senior executive of
a multi-bank holding company of national chartered banks and with the title of
President of a national chartered bank. The Executive shall report as directed
by the Board of Directors of the Company. 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 three years and three
months, commencing as of October 1, 1999 (the "Effective Date") and continuing
through December 31, 2002, unless renewed under this Section 3. The Company may
terminate the Executive's employment prior to the end of the three-year term
through a Termination Due to Disability under Section 5(a), a Termination With
Cause under Section 5(b) or a Termination Without Cause under Section 5(c).

         The term of this Agreement shall be automatically extended for an
additional year each December 31, commencing December 31, 2000, 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.

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                  (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
         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). The amount actually awarded to the
         Executive will be determined by the Company's or the Bank's
         Compensation Committee. 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) 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.

                  (d) 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

                  (e) VACATION. The Executive shall be entitled to the number of
         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.

                  (f) 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.

                  (g) 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.

                  (h) 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.

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         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.

                  (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:

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                           (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 Section 4(c) according with the terms, conditions
                  and limitations of the plans and any separate agreements under
                  Section 4(c) 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 any Stock Options under
                  Section 4(c), the Life Insurance under Section 4(d) 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
                  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. PERFORMANCE BONUS UPON CERTAIN CHANGES OF CONTROL. If a Change of
Control occurs during the term of this Agreement and if the compensation paid
upon such Change of Control

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on a per share basis equals or exceeds the closing price of a share of the
Company's common stock on the date hereof plus twenty percent thereof, the
Executive shall be paid a performance bonus equal to the Executive's
compensation paid by the Company and its affiliates which was includible in the
Executive's gross income during the most recent taxable year ending before the
date of the Change of Control.

         The term "Change of Control" as used in this Agreement 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.

         7.       TERMINATION AFTER CHANGE OF CONTROL BENEFIT.

                  (a) TERMINATION. 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 Section 7(b).

                  (b) AMOUNT. Upon a termination after a Change of Control as
         provided in Section 7(a), the Executive will receive a Change of
         Control Benefit equal to the greater of (i) two (2) times the
         Executive's Base Annual Compensation as defined in Section 7(c) at the
         date of the Change of Control assuming the individual is in good
         employment or (ii) the amount payable to the Executive as provided in
         Section 5(c).

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

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         most recent taxable year ending before the date of the Change of
         Control (including, amounts includible in compensation, i.e., the base
         salary and cash annual incentive prior to any deferred arrangements)
         PROVIDED, HOWEVER, that such amount shall not exceed an amount equal to
         three (3) times the Executive's average annualized compensation paid by
         the Company and its affiliates which was includible in the Executive's
         gross income during the most recent five taxable years ending before
         the date of the Change of Control (defined as the individual's "base
         amount" under Section 280G of the Internal Revenue Code of 1986, as
         amended).

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

                  (e) CONSIDERATION OF BENEFIT. As consideration for the benefit
         paid in Section 7, 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 this section 7.

                  (f) 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.

                  (g) PAYMENT OF BENEFIT. The Company shall pay any Change of
         Control Benefit payable as provided in this Section 7 in a lump sum
         upon the Executive's Termination of Employment.

         8. 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

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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.

         9. 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.

         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
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
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 8
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

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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;

                           (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

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                  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
         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

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         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.

                  (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

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         provisions contained herein. Similarly, the use of the masculine or
         feminine 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 duly authorized Company officers
have signed this Agreement.

EXECUTIVE:                                   COMPANY:

                                             HAMILTON BANCORP INC.

_________________________
Juan Carlos Bernace                          By __________________________
                                             Title:

5320 Alhambra Circle
Coral Gables, Florida 33146                  By __________________________
                                             Title:

                                             HAMILTON BANK, N.A.

                                             By __________________________
                                             Title:

                                             By __________________________
                                             Title:

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

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