eZ Community Bank.Com

                           --------------------------

                            Employment Agreement with

                                 John W. Abbott
                           --------------------------



AGREEMENT entered into and effective this ________ day of ________________, 2001
     by and between eZ Community  Bank.Com  (the "Bank") and John W. Abbott (the
     "Employee").

WHEREAS, the Employee serves as the Bank's President and Chief Executive Officer
     and is experienced in all phases of the business of the Bank; and

WHEREAS, the Board of Directors  (the "Board") of the Bank believes it is in the
     best  interests of the Bank to enter into this  Agreement with the Employee
     in order to assure  continuity  of  management of the Bank and to reinforce
     and encourage the continued attention and dedication of the Employee to his
     assigned duties; and

WHEREAS,  the  parties  desire  by this  writing  to set  forth  the  continuing
     employment relationship of the Bank and the Employee.

NOW, THEREFORE, it is AGREED as follows:

1. Defined Terms
   -------------

When used anywhere in this Agreement, the following terms shall have the meaning
     set forth herein.

               (a)  "Change  in  Control"  shall  mean any one of the  following
events: (i) the acquisition of ownership, holding or power to vote more than 25%
of the voting stock of the Bank or of the Company,  (ii) the  acquisition of the
ability to control the  election  of a majority  of the Bank's or the  Company's
directors,  (iii) the acquisition of a controlling influence over the management
or policies of the Bank or of the Company by any person or by persons  acting as
a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of
1934),  (iv)  during  any  period of two  consecutive  years,  individuals  (the
"Continuing Directors") who at the beginning of such period constitute the Board
of Directors of the Bank or of the Company (the "Existing  Board") cease for any
reason to constitute at least two-thirds  thereof,  provided that any individual
whose  election or nomination for election as a member of the Existing Board was
approved by a vote of at least  two-thirds of the  Continuing  Directors then in
office shall be  considered a Continuing  Director,  or (v) the  acquisition  of
control of the Bank or the Company under 12 C.F.R. Part 225. Notwithstanding the
foregoing,  the Company's ownership of the Bank shall not of itself constitute a
Change in Control for purposes of the  Agreement.  Further,  "Change in Control"
shall not include the  acquisition of securities by an employee  benefit plan

<PAGE>
of the Bank or the  Company.  For  purposes  of this  paragraph  only,  the term
"person"  refers  to  an  individual  or  a  corporation,   partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

                (b)  "Company" shall mean eZ Bancorp, Inc.

               (c)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended from time to time, and as  interpreted  through  applicable  rulings and
regulations in effect from time to time.

               (d) "Code ss.280G Maximum" shall mean the product of 2.99 and the
Employee's "base amount" as defined in Code ss.280G(b)(3).

               (e) "Disability"  shall mean a physical or mental infirmity which
impairs the Employee's  ability to  substantially  perform his duties under this
Agreement  and which  results in the Employee  becoming  eligible for  long-term
disability benefits under the Bank's long-term  disability plan (or, if the Bank
has  no  such  plan  in  effect,   which  impairs  the  Employee's   ability  to
substantially  perform  his  duties  under  this  Agreement  for a period of 180
consecutive days).

               (f)  "Effective  Date"  shall  mean  the date  referenced  in the
opening paragraph of this Agreement.

               (g) "Good Reason" shall mean any of the following  events,  which
has not been  consented  to in  advance  by the  Employee  in  writing:  (i) the
requirement  that the  Employee  move his  personal  residence,  or perform  his
principal executive functions,  more than 30 miles from his primary office as of
the later of the Effective Date and the most recent voluntary  relocation by the
Employee;  (ii) a material  reduction in the Employee's base compensation  under
this Agreement as the same may be increased from time to time; (iii) the failure
by the Bank or the Company to continue to provide the Employee with compensation
and benefits  provided  under this  Agreement as the same may be increased  from
time to time, or with benefits  substantially  similar to those  provided to him
under any of the employee  benefit  plans in which the Employee now or hereafter
becomes a  participant,  or the taking of any action by the Bank or the  Company
which would  directly or  indirectly  reduce any of such benefits or deprive the
Employee of any material  fringe  benefit  enjoyed by him under this  Agreement;
(iv) the  assignment to the Employee of duties and  responsibilities  materially
different from those  normally  associated  with his position;  (v) a failure to
reelect the Employee to the Board of  Directors  of the Bank or the Company;  or
(vi) a material  diminution or reduction in the Employee's  responsibilities  or
authority  (including   reporting   responsibilities)  in  connection  with  his
employment with the Bank.

               (h) "Just Cause" shall mean, in the good faith  determination  of
the Bank's Board of Directors, the Employee's personal dishonesty, incompetence,
willful  misconduct,   breach  of  fiduciary  duty  involving  personal  profit,
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist  order,  or material breach of any provision of this Agreement.
The Employee shall have no right to receive  compensation  or other benefits for
any period after  termination  for Just Cause. No act, or failure to act, on the
Employee's part shall be considered  "willful" unless

<PAGE>
he has acted,  or failed to act,  with an  absence  of good faith and  without a
reasonable  belief that his action or failure to act was in the best interest of
the Bank and the Company.

               (i)  "Protected  Period" shall mean the period that begins on the
date six months  before a Change in Control  and ends on the later of the second
annual  anniversary  of the  Change in Control  or the  expiration  date of this
Agreement.

2.  Employment.  The Employee is employed as the President  and Chief  Executive
    ----------
Officer  of  the  Bank.  The  Employee  shall  render  such  administrative  and
management  services  for  the  Bank  as  are  currently  rendered  and  as  are
customarily  performed by persons situated in a similar executive capacity.  The
Employee shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board  may from time to time  reasonably  direct,  including  normal
duties as an officer of the Bank.

3. Base  Compensation.  The Bank agrees to pay the  Employee  during the term of
   ------------------
this  Agreement a salary at the rate of $100,000 per annum,  payable in cash not
less  frequently  than  monthly.  The Board  shall  review,  not less often than
annually,  the rate of the  Employee's  salary,  and in its sole  discretion may
decide to increase his salary.

4. Discretionary  Bonuses. The Employee shall participate in an equitable manner
   ----------------------
with all other senior management employees of the Bank in discretionary  bonuses
that the Board  may award  from  time to time to the  Bank's  senior  management
employees.  No other compensation provided for in this Agreement shall be deemed
a substitute  for the  Employee's  right to  participate  in such  discretionary
bonuses.

5.   Participation in Retirement, Medical and Other Plans.
     ----------------------------------------------------

               (a) The Employee  shall be eligible to  participate in any of the
following  plans or  programs  that the Bank may now or in the future  maintain:
group hospitalization,  disability,  health, dental, sick leave, life insurance,
travel  and/or  accident  insurance,   auto  allowance/auto  lease,  retirement,
pension, and/or other present or future qualified or nonqualified plans provided
by the Bank,  generally  which benefits,  taken as a whole,  must be at least as
favorable as those in effect on the Effective Date.

               (b) The  Employee  shall also be eligible to  participate  in any
fringe  benefits  which  are or  may  become  available  to  the  Bank's  senior
management  employees,  including  for  example:  any stock  option or incentive
compensation  plans,  and any other  benefits  which are  commensurate  with the
responsibilities  and  functions  to be  performed  by the  Employee  under this
Agreement.  The Employee shall be reimbursed  for all  reasonable  out-of-pocket
business  expenses  which he shall incur in connection  with his services  under
this  Agreement  upon  substantiation  of such expenses in  accordance  with the
policies of the Bank.


<PAGE>

6. Term. The Bank hereby employs the Employee,  and the Employee  hereby accepts
   ----
such employment under this Agreement, for the period commencing on the Effective
Date and ending 36 months  thereafter  (or such earlier date as is determined in
accordance  with  Section  10  or  12  hereof).  Additionally,  on  each  annual
anniversary  date from the Effective  Date,  the  Employee's  term of employment
shall be extended for an additional  one-year  period beyond the then  effective
expiration date, provided the Board determines in a duly adopted resolution that
the performance of the Employee has met the Board's  requirements and standards,
and that this  Agreement  shall be extended.  Only those members of the Board of
Directors  who have no personal  interest  in this  Employment  Agreement  shall
discuss and vote on the approval and subsequent review of this Agreement.

7. Loyalty; Noncompetition.
   -----------------------

               (a) During the period of his employment  hereunder and except for
illnesses,  reasonable vacation periods,  and reasonable leaves of absence,  the
Employee shall devote all his full business time, attention,  skill, and efforts
to the faithful  performance of his duties hereunder;  provided,  however,  from
time to time, the Employee may serve on the boards of directors of, and hold any
other  offices or  positions  in,  companies  or  organizations,  which will not
present any  conflict of interest  with the Bank or any of its  subsidiaries  or
affiliates,  or unfavorably  affect the  performance  of the  Employee's  duties
pursuant  to this  Agreement,  or will not  violate  any  applicable  statute or
regulation.  "Full  business  time" is  hereby  defined  as that  amount of time
usually  devoted to like  companies by similarly  situated  executive  officers.
During the term of his employment  under this Agreement,  the Employee shall not
engage in any business or activity contrary to the business affairs or interests
of the Bank.

               (b) Nothing  contained in this Section shall be deemed to prevent
or limit the Employee's right to invest in the capital stock or other securities
of any business  dissimilar  from that of the Bank,  or,  solely as a passive or
minority investor, in any business.

8.  Standards.  The Employee  shall  perform his duties under this  Agreement in
    ---------
accordance with such  reasonable  standards as the Board may establish from time
to time.  The Bank will provide the  Employee  with the working  facilities  and
staff  customary  for similar  executives  and  necessary for him to perform his
duties.

9. Vacation and Sick Leave. At such  reasonable  times as the Board shall in its
   -----------------------
discretion  permit,  the  Employee  shall be  entitled,  without loss of pay, to
absent himself  voluntarily  from the  performance of his employment  under this
Agreement, all such voluntary absences to count as vacation time, provided that:

               (a) The  Employee  shall be  entitled  to an annual  vacation  in
accordance with the policies that the Board periodically  establishes for senior
management employees of the Bank.

<PAGE>

               (b) The Employee  shall not receive any  additional  compensation
from the Bank on account of his failure to take a vacation  or sick  leave,  and
the Employee shall not accumulate  unused vacation or sick leave from one fiscal
year to the next, except in either case to the extent authorized by the Board.

               (c) In addition to the  aforesaid  paid  vacations,  the Employee
shall be entitled  without loss of pay, to absent himself  voluntarily  from the
performance of his employment with the Bank for such additional  periods of time
and for such valid and  legitimate  reasons  as the Board may in its  discretion
determine.  Further,  the Board may grant to the  Employee  a leave or leaves of
absence,  with or  without  pay,  at such time or times and upon such  terms and
conditions as such Board in its discretion may determine.

               (d) In addition, the Employee shall be entitled to an annual sick
leave benefit as established by the Board.

10.  Termination  and  Termination  Pay.  Subject  to  Section  12  hereof,  the
     ----------------------------------
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

               (a) Death.  The Employee's  employment under this Agreement shall
terminate upon his death during the term of this  Agreement,  in which event the
Employee's estate shall be entitled to receive the compensation due the Employee
through the last day of the calendar month in which his death occurred.

               (b)  Disability.  (1)  The  Bank  may  terminate  the  Employee's
employment after having  established the Employee's  Disability,  in which event
the Employee  shall be entitled to the  compensation  and benefits  provided for
under this  Agreement for (i) any period  during the term of this  Agreement and
prior  to the  establishment  of the  Employee's  Disability  during  which  the
Employee is unable to work due to the physical or mental infirmity, and (ii) any
period of Disability which is prior to the Employee's  termination of employment
pursuant to this Section 10(b);  provided that any benefits paid pursuant to any
long term  disability  plan of the Bank will  continue  as provided in such plan
without reduction for payments made pursuant to this Agreement.

                         (2) During any period that the Employee  shall  receive
disability benefits and to the extent that the Employee shall be physically
and mentally able to do so, he shall furnish such  information,  assistance  and
documents so as to assist in the continued  ongoing business of the Bank and, if
able,  shall  make  himself  available  to  the  Bank  to  undertake  reasonable
assignments  consistent  with his prior  position  and his  physical  and mental
health.  The Bank shall pay all reasonable  expenses incident to the performance
of any assignment given to the Employee during the disability period.



<PAGE>

               (c) Just Cause. The Board may, by written notice to the Employee,
immediately  terminate his employment at any time, for Just Cause.  The Employee
shall have no right to receive  compensation  or other  benefits  for any period
after termination for Just Cause. Notwithstanding the foregoing, in the event of
termination  for Just Cause there shall be delivered to the Employee a copy of a
resolution duly adopted by the  affirmative  vote of not less than a majority of
the entire membership of the Board at a meeting of the Board called and held for
that purpose (after reasonable notice to the Employee and an opportunity for the
Employee,  together with the Employee's  counsel, to be heard before the Board),
such meeting and the  opportunity to be heard to be held prior to, or as soon as
reasonably  practicable  following,  termination,  but in no event later than 60
days following such  termination,  finding that in the good faith opinion of the
Board the Employee was guilty of conduct set forth above in the second  sentence
of this  Subsection  (c) and specifying the  particulars  thereof in detail.  If
following  such  meeting  the  Employee is  reinstated,  he shall be entitled to
receive back pay for the period  following  termination  and continuing  through
reinstatement.

               (d) Without Just Cause; Constructive Discharge. The Board may, by
written notice to the Employee, immediately terminate his employment at any time
for a reason  other  than his  Disability  or Just  Cause,  in which  event  the
Employee  shall be entitled to receive the following  compensation  and benefits
(unless such termination  occurs during the Protected Period, in which event the
benefits and compensation provided for in Section 12 shall apply):

                         (i) the salary provided  pursuant to  Section 3 hereof,
up  to the expiration date of this Agreement,  including  any  renewal term (the
"Expiration Date"), plus said salary for an additional 12-month period, and

                         (ii)  at the Employee's  election either (A) cash in an
amount  equal  to the  cost to the  Employee  of  obtaining  all  health,  life,
disability  and other  benefits  which the Employee  would have been eligible to
participate  in  through  the  Expiration  Date based  upon the  benefit  levels
substantially equal to those that the Bank provided for the Employee at the date
of  termination  of employment or (B)  continued  participation  under such Bank
benefit plans through the  Expiration  Date, but only to the extent the Employee
continues to qualify for participation therein.

All  amounts  payable  to the  Employee  shall be  paid,  at the  option  of the
Employee, either (I) in periodic payments,  through the Expiration Date, or (II)
in one lump sum within ten days of such termination.

               (e) Good Reason.  The  Employee  shall be entitled to receive the
compensation  and benefits  payable under  subsection  10(d) hereof in the event
that the Employee voluntarily  terminates  employment within 90 days of an event
that constitutes Good Reason,  (unless such voluntary  termination occurs during
the Protected Period, in which event the benefits and compensation  provided for
in Section 12 shall apply).



<PAGE>

               (f)  Termination  or  Suspension  Under  Federal  Law. (1) If the
Employee is removed and/or  permanently  prohibited  from  participating  in the
conduct  of the Bank's  affairs by an order  issued  under  Sections  8(e)(3) or
8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C.  1818(e)(3) and
(g)(1)), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                         (2) If the Bank is in  default  (as  defined in Section
3(x)(1) of FDIA), all obligations under this Agreement shall terminate as of
the date of default;  however, this Paragraph shall not affect the vested rights
of the parties.

                         (3)  If a notice served under Section 8(e)(3) or (g)(1)
of the FDIA  (12  U.S.C.  1818(e)(3)  or  (g)(1))  suspends  and/or  temporarily
prohibits the Employee from  participating in the conduct of the Bank's affairs,
the Bank's obligations under this Agreement shall be suspended as of the date of
such service,  unless stayed by appropriate  proceedings.  If the charges in the
notice are dismissed, the Bank may in its discretion (i) pay the Employee all or
part of the compensation withheld while its contract obligations were suspended,
and (ii)  reinstate  (in whole or in part)  any of its  obligations  which  were
suspended.

                         (4)   All   obligations   under  this  Agreement  shall
terminate,  except to the extent  determined that continuation of this Agreement
is  necessary  for the  continued  operation  of the Bank by the  Department  of
Consumer and Industry  Services of the State of Michigan or the Federal  Deposit
Insurance Corporation ("FDIC"), or his or her designee, at the time that (i) the
FDIC enters into an agreement to provide  assistance to or on behalf of the Bank
under the  authority  contained in Section  13(c) of FDIA;  or (ii) the State of
Michigan or the FDIC approves a supervisory  merger to resolve  problems related
to operation of the Bank or when the Bank is determined by the State of Michigan
or the FDIC to be in an unsafe  or  unsound  condition.  Such  action  shall not
affect any vested rights of the parties.

                         (5)  Any payments made to the Employee pursuant to this
Agreement,  or otherwise,  are subject to and conditioned  upon their compliance
with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

               (g)  Voluntary  Termination  by  Employee.  Subject to Section 12
hereof, the Employee may voluntarily  terminate  employment with the Bank during
the term of this  Agreement,  upon at least 90 days' prior written notice to the
Board  of  Directors,  in  which  case  the  Employee  shall  receive  only  his
compensation,  vested  rights  and  employee  benefits  up to  the  date  of his
termination  (unless such termination occurs pursuant to Section 10(d) hereof or
within  the  Protected  Period,  in Section  12(a)  hereof,  in which  event the
benefits and  compensation  provided for in Sections 10(d) or 12, as applicable,
shall apply).

               (h)   Post-termination   Health  Insurance.   If  the  Employee's
employment  terminates  with the Bank for any reason other than Just Cause,  the
Employee  shall be entitled to purchase  from the Bank, at his own expense which
shall not exceed  applicable  COBRA rates,  family medical  insurance  under any
group health plan that the Bank maintains for its employees. This right shall be
(i) in addition  to, and not in lieu of, any other  rights that the Employee has
under

<PAGE>
this  Agreement,  and (ii) shall continue until the Employee first becomes
eligible for participation in Medicare.

11. No Mitigation.  The Employee shall not be required to mitigate the amount of
    -------------
any payment  provided  for in this  Agreement  by seeking  other  employment  or
otherwise  and no such  payment  shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

12. Change in Control.
    -----------------

               (a) Trigger Events. The Employee shall be entitled to collect the
severance  benefits set forth in Subsection  (b) hereof in the event that either
(i) the Employee  voluntarily  terminates  employment  for any reason within the
30-day  period  beginning on the date of a Change in Control,  (ii) the Employee
voluntarily  terminates  employment  within 90 days of an event that both occurs
during the Protected  Period and constitutes  Good Reason,  or (iii) the Bank or
the  Company  or  their   successor(s)  in  interest  terminate  the  Employee's
employment  without his written consent and for any reason other than Just Cause
during the Protected Period.

               (b) Amount of Severance Benefit. If the Employee becomes entitled
to collect severance  benefits pursuant to Section 12(a) hereof,  the Bank shall
pay the Employee a severance  benefit equal to the  difference  between the Code
ss.280G Maximum and the sum of any other  "parachute  payments" as defined under
Code  ss.280G(b)(2)  that the  Employee  receives  on  account  of the Change in
Control.  The Employee shall be entitled to determine  which and how much of any
other  parachute  payments  shall be reduced,  if  necessary,  to reach the Code
ss.280G Maximum.

                  The amount  payable  under this Section 12(b) shall be paid in
one lump sum  within  ten days of the later of the date of the Change in Control
and the Employee's last day of employment  with the Bank or the Company,  unless
otherwise  elected by the  Employee in a manner  which is deemed to be effective
for federal income tax purposes.  Deferred  amounts shall bear interest from the
date on which they  would  otherwise  be  payable  until the date paid at a rate
equal  to 150% of the  applicable  federal  rate,  compounded  semiannually,  as
determined under Code Section 1274(d) and the regulations thereunder.

                  In the event  that the  Employee,  the Bank,  and the  Company
jointly  agree that the Employee  has  collected  an amount  exceeding  the Code
ss.280G  Maximum,  the  parties may agree in writing  that such excess  shall be
treated as a loan ab initio,  which the  Employee  shall  repay to the Bank,  on
terms and conditions  mutually agreeable to the parties,  together with interest
at the  applicable  federal rate  provided for in Section  7872(f)(2)(B)  of the
Code.

                  (c)  Payment  Limitation  Any  payments  made to the  Employee
pursuant to this Agreement,  or otherwise,  are subject to and conditioned  upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations  promulgated
thereunder.

13. Indemnification. The Bank and the Company agree that their respective Bylaws
    ---------------
shall continue to provide for indemnification of directors,  officers, employees
and agents of the Bank and the Company,  including the Employee  during the full
term of this Agreement,  and to at all times provide adequate insurance for such
purposes.
<PAGE>

14. Reimbursement of Employee for Enforcement Proceedings. In the event that any
    -----------------------------------------------------
dispute   arises  between  the  Employee  and  the  Bank  as  to  the  terms  or
interpretation of this Agreement, whether instituted by formal legal proceedings
or otherwise, including any action that the Employee takes to defend against any
action taken by the Bank or the Company,  the Employee  shall be reimbursed  for
all costs and expenses,  including reasonable attorneys' fees, arising from such
dispute,  proceedings  or actions,  provided that the Employee  obtains either a
written  settlement  or a final  judgement by a court of competent  jurisdiction
substantially  in his favor. The Employee shall also be reimbursed for any costs
and expenses,  including reasonable attorney's fees, arising from the Employee's
collection  of change in  control  benefits.  Such  reimbursement  shall be paid
within ten days of the Employee's furnishing to the Bank written evidence, which
may be in the form, among other things,  of a canceled check or receipt,  of any
costs or expenses  incurred by the Employee.  The Bank shall also  reimburse the
Employee in an amount equal to 150% of any excise taxes  payable by the Employee
under Code Section 4999 due to the  inadvertent  violation of the payment  limit
described in Section 12(b) of this Agreement.

15. Federal Income Tax Withholding.  The Bank may withhold all federal and state
    ------------------------------
income or other taxes from any benefit  payable under this Agreement as shall be
required pursuant to any law or government regulation or ruling.

16. Successors and Assigns.
    ----------------------

               (a) Bank.  This  Agreement  shall not be  assignable by the Bank,
provided that this  Agreement  shall inure to the benefit of and be binding upon
any corporate or other  successor of the Bank which shall  acquire,  directly or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

               (b) Employee.  Since the Bank is  contracting  for the unique and
personal skills of the Employee,  the Employee shall be precluded from assigning
or delegating his rights or duties hereunder without first obtaining the written
consent of the Bank;  provided,  however,  that nothing in this paragraph  shall
preclude (i) the Employee from  designating a beneficiary to receive any benefit
payable  hereunder  upon his death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or his estate from  assigning  any
rights hereunder to the person or persons entitled thereunto.

               (c)  Attachment.  Except as  required by law, no right to receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to exclusion,  attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

17.  Amendments.  No amendments or additions to this Agreement  shall be binding
     ----------
unless  made in  writing  and  signed  by all of the  parties,  except as herein
otherwise specifically provided.

18.  Applicable Law. Except to the extent  preempted by Federal law, the laws of
     --------------
the State of Michigan shall govern this Agreement in all respects, whether as to
its validity, construction, capacity, performance or otherwise.
<PAGE>

19. Severability. The provisions of this Agreement shall be deemed severable and
    ------------
the  invalidity  or  unenforceability  of any  provision  shall not  affect  the
validity or enforceability of the other provisions hereof.

20.  Entire  Agreement.  This  Agreement,  together  with any  understanding  or
     -----------------
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire  agreement  between the parties hereto and shall  supersede any prior
agreement between the parties.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the day and year first hereinabove written.


ATTEST:                                eZ Community Bank.Com


________________________________       By:___________________________________
Secretary                                 Its Chairman of the Board


WITNESS:


________________________________       ______________________________________
                                       John W. Abbott