**EXHIBIT 10.17**

**HOME FEDERAL SAVINGS BANK**

**EMPLOYMENT AGREEMENT**

 

             THISEMPLOYMENT AGREEMENT ("Agreement") is made and entered into as ofthis 8th day of April, 2000, contemporaneously with theChange-in-Control Agreement, by and between HOME FEDERAL SAVINGS BANK, a SouthDakota corporation (hereinafter referred to as the "Bank"), P. O. Box5000, Sioux Falls, South Dakota 57117-5000 and David A. Brown (the"Employee"), 4312 S. Fireside Avenue, Sioux Falls, South Dakota57103.

*             RECITALS*             A.         The Employee is currently serving asSenior Vice President/Commercial Banking.             B.          The Board of Directors of the Bank recognizes the importantservice that the Employee provides and will continue to provide for the Bank.             C.          The Board of Directors of the Bank has approved and authorizedthe execution of this Agreement with the Employee to take effect as stated inSection 4 hereof.             D.         The Board of Directors of the Bank has approved andauthorized the execution of a Change-in-Control Agreement with the Employee oncontemporaneous basis with this Agreement.

*             COVENANTS*             NOW, THEREFORE, inconsideration of the foregoing and of the respective covenants and agreementsof the parties herein contained and further contained in the Change-in-ControlAgreement between the parties executed contemporaneously herewith, the partiesagree as follows:

             1.          Employment.

             (a)         The Employee will be employed by theBank as Senior Vice President/Commercial Banking.  As Senior Vice President, Employee shall have all such authority,powers, duties and responsibilities customarily afforded to the office ofSenior Vice President/Commercial Banking. The Employee shall continue to devote his best efforts and substantiallyall his business time and attention to the business and affairs of the Bank andits subsidiaries and affiliated companies, if any.  The Employee shall not, during the term of this Agreement, engagein any other business activity without the Bank's prior written consent.

             (b)        Nothingin the preceding paragraph shall preclude the Employee from (i) serving onthe Boards of Directors of other for-profit or of non-profit corporations, aslong as service on the same does not conflict with the Employee's obligationsto provide his full-time, best effortsemployment to the Bank, and (ii) devoting time to "passiveinvestments" not related to service performed on behalf of the Bank.  "Passive investments" shall meaninvestments which do not require any substantial services on behalf of theEmployee to the entity which constitutes the investment, which will not detractfrom the Employee's performance under this Agreement and in which the Employeewill invest only his personal fundsand/or those of his family.

             2.          Compensation.

             (a)         BaseSalary.  The Bank agrees to pay theEmployee a base salary of NINETY-FIVE THOUSAND AND 00/100 DOLLARS ($95,000) peryear during the term of this Agreement subject to any increases as providedbelow ("Base Salary").  TheEmployee's base salary shall be reviewed annually.

             (b)        Short-TermIncentive Bonus.  Employee shall beentitled to participate in the Bank's Value-Added Short-Term Incentive Plan andshall receive whatever award is provided for Employee under that Plan.

             (c)         Expenses.  During the term of his employment hereunder, the Employee shall beentitled to receive prompt reimbursement of all reasonable expenses incurred byhim (in accordance with the policiesand procedures at least as favorable to the Employee as those presentlyapplicable to the Bank's Executive Officers) in performing services hereunder,provided that the Employee properly accounts therefor in accordance with theBank policy.
             3.          Benefits.

             (a)         Participationin Retirement and Employee Benefit Plans. The Employee shall be entitled while employed hereunder to participateequitably in, and receive benefits under, all plans relating to stock options,stock purchases, pension, salary deferral, thrift, profit–sharing, grouplife insurance, medical coverage, tuition reimbursement, annual bonus,disability, and other retirement or employee benefits or combinations thereof,that are now or hereafter maintained for the benefit of the Bank's ExecutiveOfficers of the same ranking or for its employees generally.

             (b)        FringeBenefits.  The Employee shall beeligible while employed hereunder to participate in, and receive benefitsunder, any other fringe benefits, which are or may become applicable to theBank's Executive Officers of the same ranking or to its employees generally.

             4.          Term.

             Theterm of employment under this Agreement shall be a period of three (3) yearscommencing on the date this Agreement was executed by both parties (the"Commencement Date"), subject to earlier termination as providedherein.  The term of employment underthis Agreement shall be extended under the same terms for a period of one yearunless at least three months prior to the expiration of the initial term or anyrenewal term, either the Employee gives written notice to the Chief ExecutiveOfficer or the Chief Executive Officer gives notice to the Employee that itintends to terminate the Agreement at the end of its initial term or renewalthereof.  Such notice shall be inwriting.  Reference herein to the termof this Agreement shall refer to both such initial term and any extensionsthereof.

             5.          PersonalTime Off.

             TheEmployee shall be entitled, without loss of pay, to absent himself voluntarilyfrom the performance of his employment under this Agreement, all such voluntaryabsences to count as Personal Time Off ("PTO"), provided that:

             (a)         TheEmployee shall be entitled to PTO, in the amount accrued under the Home FederalSavings Bank's Personal Time Off Policy and Procedures (the "PTOPolicy").

             (b)        TheEmployee shall utilize any PTO benefit in accordance with the PTO Policy.

             (c)         TheEmployee shall schedule the timing of PTO in a manner, which does not interferewith the Bank's ability to effectively deliver quality service.

6.          Termination of Employment.

             (a)         Terminationfor Cause.  The Chief ExecutiveOfficer may terminate the Employee's employment at any time for Cause.  Upon Termination for Cause, Employee shallbe entitled to compensation and benefits up to the date of employmenttermination, but shall be entitled to no additional compensation or benefits.

                           Cause.  Termination by the Bank of Employee'semployment for "Cause" shall mean termination upon (i) the willfuland continued failure by Employee to substantially perform Employee's dutieswith the Bank (other than any such failures resulting from Employee'sdisability or from Employee's termination for Good Reason), after a demand forsubstantial performance is delivered to Employee which specifically identifiesthe manner in which the Bank believes that Employee has not substantiallyperformed his duties, and Employee has failedto resume substantial performance of those duties on a continuous basis within14 days of receiving such demand; (ii) Employee's willful engaging in conductwhich is demonstrably and materially injurious to the Bank, monetarily orotherwise; (iii) Employee's conviction of a felony which impairs his ability substantially to perform Employee'sduties with the Bank; (iv) the Employee's personal dishonesty, incompetence,breach of fiduciary duty for personal profit or willful violation of any law,rule or regulation (other than traffic violations or similar offenses) or finalcease and desist order; or (v) the Employee's material breach of thisAgreement.  For purposes of thisSubsection, no act, or failure to act, on the part of the Employee shall bedeemed "willful" unless done, or omitted to be done, by Employee notin good faith and without reasonable belief that Employee's action or omissionwas in the best interest of the Bank. Failure to perform duties with the Bank during any period of disabilityshall not constitute Cause.

             (b)        Employmentat Will.  Both parties recognizethat the Employee is an "at will" employee and that either party mayterminate the employment relationship at any time with or without reason.  To terminate the employment relationship,either party shall give one month written notice of such termination, or in thealternative, pay the Employee compensation at his normal rate of pay for the notice period.             If the employment of theEmployee is involuntarily terminated, and such termination is not for Cause,the Employee shall be entitled to receive compensation and benefits through thelast day of active employment.
             7.          Reimbursementof Attorney's Fees.

             (a)         Terminationfor Cause.  In the event the Bankpurports to terminate the Employee for Cause, but it is determined by a courtof competent jurisdiction that Cause did not exist for such termination, or ifin any event it is determined by any such court that the Bank has failed tomake timely payment of any amounts owed to the Employee under this Agreement,the Employee shall be entitled to reimbursement for all reasonable costs,including attorneys’ fees, incurred in challenging such termination orcollecting such amounts.  Suchreimbursement shall be in addition to all rights to which the Employee isotherwise entitled under this Agreement.

             8.          CovenantNot to Compete.  The Employeecovenants and agrees that in the event he voluntarily terminates his employment under Section 6(b) hereof, for aperiod commencing at the Date of Termination and continuing for a period of 12months thereafter, the Employee will not: (a) disclose any trade secrets ownedby the Bank and learned by the Employee as a result of such employment; (b)solicit any customers who were customers of the Bank within the 12 monthsimmediately preceding the Date of Termination for the benefit of any company orbusiness described in (c) below; or (c) own any part of a Competitor(1) (otherthan a public company as to which Employee owns five percent or less of theoutstanding Common Stock) or work on a full-time, part-time or consulting basisfor any corporation, partnership, sole proprietorship, or any other legalentity which is a Competitor (irrespective of the actual location of theCompetitor) within the continental United States.  For purposes of this Agreement, the Employee's obligations ofnonuse and nondisclosure set forth in this Section 8 shall not apply to anyinformation which: (a) is or becomes part of the public domain otherwise thanas a consequence of a breach by the Employee of his obligations under this Agreement; (b) wasalready known to the Employee prior to receipt from the Bank; (c) is lawfullydisclosed by the Bank to any third party without restriction; or (d) isdisclosed by a third party to the Employee without restriction.  This covenant not to compete shall not applyto the Employee if his employment isterminated by the Bank for Cause.

             9.          ConfidentialInformation.             Employee acknowledgesthat as a result of employment with the Bank he has access to and knowledge ofconfidential, trade secret and proprietary information of the Bank.  In exchange for the consideration set forthherein and for the consideration set forth in the Change-in-Control Agreementcontemporaneously executed, Employee agrees not to disclose to anyone inside oroutside the Bank or use for his own benefit or the benefit of others, any ofthis information without the express written consent of the Bank.  Employee acknowledges an unauthorizeddisclosure or use of this information would be unfair and would cause the Bankirreparable harm.

             10.        NoSetoff; Mitigation; Attorneys' Fees. The Bank's obligation to make the payments provided for in thisAgreement and otherwise to perform its obligations hereunder shall not beaffected by any set-off, counterclaim, recoupment, defense or other claim,right or action which the Bank may have against the Employee or others withoutthe Employee's consent.  In no eventshall the Employee be obligated to seek other employment or take any otheraction by way of mitigation of the amounts payable to the Employee under any ofthe provisions of this Agreement.  TheBank agrees to pay, to the full extent permitted by law, all legal fees andexpenses which the Employee may reasonably incur as a result of any contest (regardlessof the outcome thereof) by the Bank or others of the validity or enforceabilityof, or liability under, any provision of this Agreement or any guarantee ofperformance thereunder (including as a result of any payment pursuant toSection 6(b) of this Agreement), plus in each case interest at the applicableFederal rate provided for in Section 7872(f)(2) of the Code.

             11.        NoAssignments.

             (a)         This Agreement is personal to each ofthe parties hereto, and neither party may assign or delegate any of its rightsor obligations hereunder without first obtaining the written consent of theother party; provided, however, that the Bank will require any successor orassign (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of Bank,by an assumption agreement in form and substance satisfactory to the Employeein his sole discretion, to expressly assume and agree to perform this Agreementin the same manner and to the same extent that the Bank would be required toperform it if no such succession or assignment had taken place.  Failure of the Bank to obtain such anassumption agreement prior to the effective date of any such succession orassignment shall be a breach of this Agreement.
(1)For purposes of this Section 8, "Competitor"  shall be defined as a business enterprise which competes with the Bank in  offering the same products or services which, in the Bank's fiscal year ended  prior to the Date of Termination generated 10% or more of the Bank's total revenues  as reflected in the Bank's most recent annual audited financial statements.
 

             (b)        ThisAgreement and all rights of the Employee hereunder shall inure to the benefitof and be enforceable by the Employee's personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If the Employee should diewhile any amounts would still be payable to the Employee hereunder if theEmployee had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to theEmployee's devisee, legatee or other designee or if there is no such designee,to the Employee's estate.

             12.        Notice.  For the purposes of this Agreement, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when personally delivered or sentby certified mail, return receipt requested, postage prepaid, addressed to therespective addresses set forth on the first page of this Agreement (providedthat all notices to the Bank shall be directed to the attention of the ChiefExecutive Officer of the Bank with a copy to the Secretary of the Bank), or tosuch other address as either party may have furnished to the other in writingin accordance herewith.  Notices shallbe effective upon receipt.

             13.        Amendments.  No amendments or additions to this Agreementshall be binding unless in writing and signed by both parties, except as hereinotherwise provided.

             14.        ParagraphHeadings.  The paragraph headingsused in this Agreement are included solely for convenience and shall notaffect, or be used in connection with, the interpretation of this Agreement.

             15.        EntireAgreement/Waivers.  This Agreementrepresents the entire agreement between the parties and supersedes all previouscommunications, representations, understandings and agreements, either oral orwritten, between the Bank and the Employee with respect to the employment ofthe Employee by the Bank.  No waiver ofthe terms of this Agreement shall be binding upon either party unless inwriting, signed by both parties.  Thewaiver or failure of either party to enforce the terms of this Agreement in oneinstance shall not constitute a waiver of that party's rights under this Agreementwith respect to other violations.

             16.        Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof.

             17.        GoverningLaw.  This Agreement shall begoverned by the laws of the United States to the extent applicable andotherwise by the laws of the State of South Dakota.

             INWITNESS WHEREOF, the parties have executed this Agreement as of the day andyear first above written.

 
**EMPLOYEE** **HOME FEDERAL SAVINGS BANK**      /s/ David A. Brown /s/ Curtis L. Hage David A. Brown By:Curtis L. Hage     Its:Chairman, President and      Chief Executive Officer