Executive Employment Agreement



EXHIBIT 10.10

EXECUTIVE EMPLOYMENT AGREEMENT



THIS AGREEMENT, dated as of the 1st day of April, 2000, by
and between Southern Security Bank, a Florida corporation (the "Bank" or
"Employer") and Hugo A. Castro, (the "Executive"). 



WITNESSETH:



WHEREAS, Executive is willing to assist the directors of the Bank in
accordance with the terms and conditions hereinafter set forth; 



NOW, THEREFORE, for and in consideration of the mutual premises and covenants
herein contained, the parties hereto agree as follows: 



1. EMPLOYMENT. Employer employs Executive and Executive
accepts employment upon the terms and conditions set forth in this Agreement.




2. TERM. The term of employment of Executive under this Agreement shall be
the one year period commencing on April 1, 2000 ("Commencement Date") and ending
on March 31, 2001 ("Ending Date"). This Agreement shall automatically renew for
one year on each anniversary date unless either party notifies the other, 60
days prior to Ending Date.



3. COMPENSATION. The Bank shall pay Executive a minimum
annual base salary of $125,000, payable in semi-monthly installments immediately
upon the Commencement Date. Salary payments shall be subject to withholding and
other applicable taxes. The base salary shall be increased to $150,000 upon the
Bank reaching $6,000,000 capital and $175,000 upon the total assets of the Bank
reaching $100,000,000. Executive's salary will be reviewed annually for annual
increases by the Bank's Board of Directors.



4. TITLE AND DUTIES. The Executive shall initially serve as
President and CEO of the Bank, subject to the continuing approval of the Board
of Directors for the term of this Agreement. The Executive shall devote his
efforts, skills, attention, and such time as he deems necessary to the business
and affairs of the Bank and shall serve the Bank faithfully and competently and
shall at all times act in the Bank's best interest. Such supervisory and
management responsibilities shall include those as delegated from the board of
directors from time to time.



5. EXTENT OF SERVICES. Executive shall devote such time,
attention and energies to the business of Employer as in necessary to accomplish
his duties. Also, recognition is given to the fact that Executive is expected on
occasion to participate in client development after normal business hours.
Executive shall notify Employer of any significant participation by him in any
trade association or similar organization and the Board of Directors shall
approve in advance Executive's service as a director of any entity or
organization.



6. WORKING FACILITIES. Executive shall have such assistants,
perquisites, facilities and services as are suitable to his position and
appropriate for the performance of his duties.



7. EXPENSES. Executive may incur reasonable expenses for
promoting the business of the Employer, including expenses for entertainment,
travel, and similar items. Executive will be reimbursed for all such expenses
upon Executive's periodic presentation of an itemized account of such
expenditures. 



8. VACATIONS. Executive shall be entitled each year to a
vacation in accordance with the personnel policy established by the Bank's Board
of Directors, during which time Executive's compensation shall be paid in full.
Executive shall also be entitled to all paid holidays made generally available
by the Bank. 



9. ADDITIONAL COMPENSATION. As additional consideration paid
to Executive, Executive shall be provided with: 



(a) health, hospitalization, and disability

(b) Life Insurance

(c) An automobile or an allowance for Executive's use of an
automobile

(d) Participation in an executive incentive bonus plan.

(e) Vacation Days 




All the above additional compensation and benefits shall be
in accordance with policies to be established by the Holding Company's Board of
Directors. 



10. STOCK OPTIONS. Executive is granted 250,000 shares at
current market value of $0.35 per share to be vested 50,000 shares as of April
1, 2000 and 33 1/3% of the remaining 200,000 shares at each year end exercisable
for 5 years from date of vesting but should executive not be employed by The
Bank for any reason all options must be exercised within 90 days of separation.
In addition, Executive shall be entitled to participate in all employee and
executive stock option plans implemented by the Bank.



11. TERMINATION. (a) In the event that the Board of Directors
of the Bank determines in its sole discretion to terminate the Executive's
employment Without Cause prior to the Ending Date, the Executive shall be
entitled to receive one year's salary, which payment shall be subject to
withholding and other applicable taxes and shall be made simultaneously with
such termination of this Agreement. 



(b) For Cause. This Agreement may be terminated by the Board
of Directors of the Bank without notice and without further obligation than for
monies already paid, for any of the following reasons: 



(i) Failure of Executive to follow reasonable written
instructions or policies of the Board of Directors of the Bank;



(ii) Receipt by the Bank of written notice from any bank
regulatory agency having jurisdiction over the Bank or the "Company" that such
agency has criticized Executive's performance or his area of responsibility and
Executive does not take timely action to remedy the situation; 



(iii) Gross negligence or willful misconduct of Executive
materially damaging to the business of the Bank or "Company" during the term of
this Agreement, or at any time while he was employed by the Bank prior to the
term of this Agreement, if not disclosed to the Bank prior to the commencement
of the term of this Agreement; or 



(iv) Conviction of Executive during the term of this
Agreement of a crime involving breach of trust or moral turpitude. 



In the event that the "Company" discharges Executive alleging
"cause" under this Section 11(b) and it is subsequently determined judicially
that the termination was "without cause," then such discharge shall be deemed a
discharge without cause subject to the provisions of Section 11(c) hereof. In
the event that the "Company" discharges Executive alleging "cause" under this
Section 11(b), such notice of discharge shall be accompanied by a written and
specific description of the circumstances alleging such "cause." The termination
of Executive for "cause" shall not entitle the "Company" to enforcement of the
non-competition and non-solicitation covenants contained in Section 13 hereof.




(c) Without Cause. 

(i) The "Company" may, upon thirty (30) days' written notice
to Executive, terminate this Agreement without cause at any time during the term
of this Agreement upon the condition that Executive shall be entitled, as
liquidated damages in lieu of all other claims. The severance payments provided
for in this Section 11(a) shall commence not later than thirty (30) days after
the actual date of termination of employment of Executive. 

(ii) Executive may upon thirty (30) days' written notice to
Employer terminate this Agreement without cause at any time during the term of
this Agreement. In the event of termination of this Agreement by Executive, the
"Company" shall have no further obligation to Executive than for monies paid.




12. DEATH OR DISABILITY. In the event of Executive's death,
Employer shall pay to Executive's designated beneficiary, or, if Executive has
failed to designate a beneficiary, to his estate, an amount equal to Executive's
base salary pursuant to Section 3 hereof for 90 days following date of death.
Such compensation shall be in lieu of any other benefits provided hereunder,
except that (i) the Executive's designated beneficiary or his estate, as the
case may be, shall be entitled to the benefits hereof, and (ii) any benefit
payable pursuant to Section 3 shall be prorated and made available to Executive
in respect of any period prior to his death. The Bank may maintain insurance on
its behalf to satisfy in whole or in part the obligations of this Section 12.




In the event of Executive's disability, as hereinafter
defined, Employer shall pay to Executive the base salary then in effect through
the end of the month in which Executive became disabled. Executive shall be
deemed disabled if, by reason of physical or mental impairment, he is incapable
of performing his duties hereunder for a period of 180 consecutive days. 



13. NON-COMPETITION AND NON-SOLICITATION. (a) Executive
acknowledges that he has performed services or will perform services hereunder
which directly affect Employer's business. Accordingly, the parties deem it
necessary to enter into the protective agreement set forth below, the terms and
condition of which have been negotiated by and between the parties hereto. 



(b) In the event of termination of employment under this
Agreement by action of The Bank pursuant to 11(c) (i) prior to the expiration of
the term of this Agreement, Executive agrees with Employer that through the
actual date of termination of the Agreement, and for a period of twelve (12)
months after such termination date, Executive shall not, without the prior
written consent of Employer, within the counties in which the Bank operates
either directly or indirectly, serve as an executive officer of any Bank, Bank
holding company or other financial institution. 



(c) The covenants of Executive set forth in this Section 13
are separate and independent covenants for which valuable consideration has been
paid, the receipt, adequacy and sufficiency of which are acknowledged by
Executive, and have also been made by Executive to induce Employer to enter into
this Agreement. Each of the aforesaid covenants may be availed of or relied upon
by Employer in any court of competent jurisdiction, and shall form the basis of
injunctive relief and damages including expenses of litigation (including but
not limited to reasonable attorney's fees) suffered by Employer arising out of
any breach of the aforesaid covenants by Executive. The covenants of Executive
set forth in this Section 13 are cumulative to each other and to all other
covenants of Executive in favor of Employer contained in this Agreement and
shall survive the termination of this Agreement for the purposes intended.
Should any covenant, term, or condition contained in this Section 13 become or
be declared invalid or unenforceable by a court of competent jurisdiction, then
the parties may request that such court judicially modify such unenforceable
provision consistent with the intent of this Section 13 so that it shall be
enforceable as modified, and in any event the invalidity of any provision of
this Section 13 shall not affect the validity of any other provision in this
Section 13 or elsewhere in this Agreement. 



14. NOTICES. Any Notice required, permitted or desired to be
delivered hereunder shall be deemed to be delivered when deposited in the United
States mail, return receipt requested, 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. 



15. WAIVER OF BREACH. The waiver by Employer of a breach of
any provision of this Agreement by Executive shall not operate or be construed
as a waiver of any subsequent breach by Executive. No waiver shall be valid
unless in writing and signed by an authorized officer of Employer. 



16. SEVERABILITY. Invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provisions. 



17. 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. 



18. ASSIGNMENT. Executive acknowledges that the services to
be rendered by him are unique and personal. Accordingly, Executive may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement. The rights and obligations of Executive under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
Employer. 



19. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each such counterpart shall for all purposes be
deemed an original. 



20. OTHER INSTRUMENTS. The parties hereby covenant and agree
that they will execute such other and further instruments and documents as are
or may become necessary or convenient to effectuate and carry out the terms of
this Agreement. 



21. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Florida. 



22. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto regarding employment of Executive, and
supersedes and replaces any prior agreement relating thereto. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or discharge is
sought. 



IN WITNESS WHEREOF, this Agreement has been duly signed by
the Executive and on behalf of the Bank on the day and year first above written.




For the Bank:

By: s/ Floyd D. Harper

Title: Senior Vice President



 

For the Executive:

s/ Hugo A. Castro