Southern Security Bank Corporation
                         EXECUTIVE Employment Agreement
                        Date of Agreement: June 11, 1992

                         EXECUTIVE Employment Agreement
                                       of
                                Philip C. Modder

         Agreement  effective  this  11th  day of  June,  1992,  by and  between
SOUTHERN SECURITY BANK CORPORATION, a Florida corporation,  having its principal
place of business at 805 East  Hillsboro  Boulevard  Suite 102,  Post Office Box
1064, Deerfield Beach, Florida 33441 (hereinafter the "COMPANY"),  and PHILIP C.
MODDER,  whose  address  is Post  Office Box 520,  Boca  Raton,  Florida  33429,
(hereinafter the "EXECUTIVE").

         For the mutual  covenants  hereinafter set forth and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the COMPANY
agrees to employ the EXECUTIVE  and the  EXECUTIVE  agrees to be employed by the
COMPANY on the following terms and conditions:

1.       Term.

         The  term of  this  EXECUTIVE  Employment  Agreement  (hereinafter  the
         "Agreement") shall be for a period of five (5) years commencing on June
         11,  1992,  (the  "Commencement  Date") and  ending on the fifth  (5th)
         anniversary of the Commencement Date, to-wit June 11, 1997. Any renewal
         of this Agreement shall be negotiated, reduced to writing, and executed
         by the parties hereto no less than one (1) year prior to the expiration
         of this  Agreement.  If at least six (6) months prior to the expiration
         of this  Agreement  the  parties  have failed to agree upon the renewal
         terms of this  Agreement  and the  COMPANY  has not  delivered  written
         notice to the  EXECUTIVE  of the  COMPANY's  intent to  terminate  this
         Agreement on the expiration thereof, this Agreement shall automatically
         be extended for an additional five (5) year period.

2.       Employment Duties.

         The EXECUTIVE  shall devote his efforts,  skills,  attention,  and such
         time as he deems necessary,  exclusively to the business and affairs of
         the COMPANY and shall serve the COMPANY  faithfully and competently and
         shall at all times act in the COMPANY'S  best  interest.  The EXECUTIVE
         shall serve as the COMPANY's Chief Executive Officer and as Chairman of
         the COMPANY's Board of Directors. EXECUTIVE shall supervise all aspects
         of the  activities  and  functions  of the  COMPANY  and its  affiliate
         banking companies and subsidiaries  under the direction of the Board of
         Directors.  Such  supervisory  and  management  responsibilities  shall
         include:


          (a)       Supervision  of  implementation  and  control of present and
                    future organizational objectives.

          (b)       Supervision of the  preparation of the fiscal  budgeting for
                    the COMPANY.

          (c)       Supervision and review of the fiscal  budgeting and planning
                    for the COMPANY's affiliates and subsidiaries.

          (d)       Managerial   support  and   assistance   to  the   COMPANY's
                    affiliates and subsidiaries.

          (e)       Managerial  support  and  formulation  of  policies  for the
                    COMPANY  and  the  COMPANY's   affiliates  and  subsidiaries
                    regarding  the  investment  and  loan   portfolios   thereof
                    including  serving as a voting member of the COMPANY's  loan
                    committee  or  committees  and as Chairman of the  COMPANY's
                    asset, liability, management, and ALCO committees.

          (f)       Supervision of solicitation, recruitment, and procurement of
                    financial   institutions   as   potential   candidates   for
                    investment, acquisition, or merger by or with the COMPANY.

          (g)       Review of  letters  of intent,  stock  purchase  agreements,
                    and/or merger  agreements  between the COMPANY and financial
                    institutions for investment,  acquisition,  and/or merger by
                    or with the COMPANY.

          (h)       Review of the  examination of the assets,  liabilities,  and
                    capital  accounts of financial  institutions for investment,
                    acquisition, and/or merger by or with the COMPANY.

          (i)       Review  of  the  pre-closing,   closing,   and  post-closing
                    activities for acquisition of financial  institutions by the
                    COMPANY.

          (j)       Review of regulatory  affairs with the Federal Reserve Bank,
                    the Florida Department of Banking and Finance, the Office of
                    the  Comptroller  of  the  Currency,   the  Federal  Deposit
                    Insurance  Corporation,  the Securities Exchange Commission,
                    and  other  governmental   agencies  regarding  the  ongoing
                    operations of the COMPANY and the COMPANY's subsidiaries and
                    affiliates,   including   review  of  applications  to  said
                    governmental   agencies  for   pre-closing,   closing,   and
                    post-closing   activities   for   acquisition  of  financial
                    institutions by the COMPANY.

The  EXECUTIVE'S  sole place of employment  with the COMPANY shall be located in
Palm Beach County, Florida.

3.       Base Compensation.

         The COMPANY shall pay to the  EXECUTIVE,  and the  EXECUTIVE  agrees to
         accept, minimum base compensation of:

          (a)       One Hundred Fifty Thousand  Dollars  ($150,000) per year for
                    the initial year of this Agreement,  which base compensation
                    shall increase to

          (b)       One Hundred Sixty-Five  Thousand Dollars ($165,000) per year
                    on the first anniversary of the Commencement Date, to

          (c)       One  Hundred   Eighty-One   Thousand  Five  Hundred  Dollars
                    ($181,500)  per  year  on  the  second  anniversary  of  the
                    Commencement Date, to

          (d)       One Hundred  Ninety-nine  Thousand Six Hundred Fifty Dollars
                    ($199,650)  per  year  on  the  third   anniversary  of  the
                    Commencement Date, to

          (e)       Two Hundred  Nineteen  Thousand Six Hundred  Fifteen Dollars
                    ($219,615)  per  year  on  the  fourth  anniversary  of  the
                    Commencement Date.

          (f)       In the event the  employment  is extended  for any period as
                    provided for in this  Agreement,  the salary shall  increase
                    for each  subsequent year at a rate equal to the greater of:
                    110% of the previous years' salary or the  EXECUTIVE's  last
                    years' salary  increased by the Consumer  Price Index,  CPI,
                    rounded up to the nearest  $100.  For example,  on the fifth
                    anniversary of the  Commencement  Date under this Agreement,
                    the  EXECUTIVE's  salary  shall be equal to the  greater of:
                    $219,615  times  1.10  which  equals  $241,600  or  the  CPI
                    increase (assuming the CPI for this period is 11%), then the
                    next years'  salary would  increase to $243,800 it being the
                    greater amount.

4.       Additional Compensation.

         In addition to the base  compensation  set forth in Paragraph 3, above,
         the  COMPANY  shall  pay the  EXECUTIVE  the  following  as  additional
         compensation:

          (a)       During  the  term of this  Agreement  and any  renewal  term
                    thereof,  the EXECUTIVE shall receive,  for each fiscal year
                    of the COMPANY (or part  thereof as to fiscal year 1992),  a
                    salary  incentive equal to 2.5% of the pre-tax net income of
                    the COMPANY,  which bonus incentive shall be paid in cash to
                    the EXECUTIVE  within fifteen (15) days after receipt by the
                    COMPANY of the COMPANY's  audited  financial  statements for
                    the fiscal year. If this  Agreement is  terminated  prior to
                    the end of the fiscal year,  the incentive  bonus due to the
                    EXECUTIVE  shall  be  prorated   through  the  last  day  of
                    EXECUTIVE's employment during such fiscal year. For purposes
                    of calculating the bonus incentive, pre-tax net income shall
                    be  based  upon the  COMPANY's  year-end  audited  financial
                    statements  as  determined  in the  course of the  COMPANY's
                    normal  audit.  The  determination  and  calculation  of the
                    COMPANY's  pre-tax  net  income  and the  EXECUTIVE's  bonus
                    incentive  by the  COMPANY's  independent  certified  public
                    accountant  shall be conclusive and binding upon the COMPANY
                    and the  EXECUTIVE.  If the EXECUTIVE is required to pay any
                    income taxes attributable to the foregoing the COMPANY shall
                    pay said taxes, when due.

          (b)       In  addition,  in the event the COMPANY  acquires  all, or a
                    portion   of,  or   merges   with  an   existing   financial
                    institution,  the EXECUTIVE shall receive an incentive bonus
                    equal  to  0.20%  of  the   gross   assets   for  each  such
                    transaction,  which bonus shall be payable  upon the closing
                    of such  acquisition.  For  example,  if such a  transaction
                    represented $50 million in assets,  the bonus would be equal
                    to  ($100,000,  ($50,000  x  0.0020).  If the  EXECUTIVE  is
                    required  to  pay  any  income  taxes  attributable  to  the
                    foregoing, the COMPANY shall pay said taxes, when due.

5.       Stock Options.

          (a)       As of June 11, 1992,  the COMPANY hereby grants to EXECUTIVE
                    stock  options to  purchase  the  greater of Two Hundred and
                    Eight  Thousand  (208,000)  shares of the  COMPANY's  common
                    stock, or 4.0% of the outstanding  shares issued pursuant to
                    the Private Offering  Memorandum dated June 11, 1992, or any
                    future  offerings  Public or  Private,  at a price  equal to
                    110%of  the Book  Value per  share,  on the date said  Stock
                    Options are granted. For example, let us assume that the net
                    worth of the COMPANY  was equal to $1 Million,  and the then
                    total number shares  outstanding was 10 Million  shares,  on
                    the date of granting of said options,  then the Option Price
                    would be equal to 11(cent)per share; ($1,000,000/10,000,000)
                    x 110% =  $0.11/share.  Options for the greater of Forty-one
                    Thousand  Six Hundred  (41,600)  shares or 0.80% of the then
                    total outstanding  shares shall vest and become  exercisable
                    on each  of the  four  annual  anniversaries  following  the
                    Commencement  Date.  In the event any  additional  or future
                    Private or Public offerings are consummated, EXECUTIVE shall
                    be  immediately  entitled  to  additional  stock  options in
                    amounts  and  equivalent  percentages  as  recited  in  this
                    paragraph  at  the  price  computed  in the  above  example,
                    pursuant  to any  future  Public or Private  offerings;  the
                    EXECUTIVE  shall have been granted  stock  options  totaling
                    least 4.0% of the total  outstanding  shares.  The EXECUTIVE
                    may exercise any such stock options at or prior to ten years
                    (10 years)  following the granting of any such stock options
                    at EXECUTIVE's sole discretion, whether or not the EXECUTIVE
                    is employed by the COMPANY. This Stock Option provision does
                    not require  execution of any other agreement,  the granting
                    of the options  recited above shall be  automatic,  and does
                    not require  annual  "granting"  letters to the EXECUTIVE by
                    the COMPANY.

          (b)       If permitted by  applicable  law, the COMPANY  shall loan to
                    EXECUTIVE  such  amounts  as may be  required  in order  for
                    EXECUTIVE  to exercise  the stock  options  provided in this
                    Paragraph 5 the amount of which loans shall not be in excess
                    of the exercise  price  thereof.  The terms of any such loan
                    shall  include a period of repayment of not less than thirty
                    (30) months and an annual interest rate not in excess of the
                    Prime Rate plus 1%, subject,  however,  to applicable  state
                    and federal law and regulations.

          (c)       If this Agreement or any renewal thereof  terminates for any
                    reason,  all stock option provided in this Paragraph 5 shall
                    fully  vest  and  become  exercisable  as  of  the  date  of
                    termination of this  Agreement and the EXECUTIVE  shall have
                    ten (10) years from the date of such termination to exercise
                    such stock options.

          (d)       If any option  provided in this Paragraph 5 does not qualify
                    as an "incentive  stock option" as defined in Section 422 of
                    the Internal  Revenue Code of 1986, as amended,  the COMPANY
                    shall  reimburse  the  EXECUTIVE for the amount of any taxes
                    which the  EXECUTIVE  is required to pay by reason  thereof,
                    which  payment  shall be made within five (5) days notice by
                    EXECUTIVE to COMPANY,  when such  EXECUTIVE's tax payment is
                    due.

6.       Executive Benefits.

         The COMPANY shall provide EXECUTIVE with the following benefits;

         (a)      At the  COMPANY's  sole  expense,  comprehensive  medical  and
                  dental  insurance  for  the  EXECUTIVE,  his  spouse,  and his
                  children.

         (b)      Disability insurance as follows;

                  (1)      For the  first  year of the  EXECUTIVE's  disability,
                           disability  benefits  payable to the  EXECUTIVE in an
                           amount  equal to the greater of One Hundred  Thousand
                           Dollars  ($100,000)  or sixty  (60%)  percent  of the
                           EXECUTIVE's total annual compensation (including base
                           compensation,  additional compensation, and any other
                           benefit   provided  to  the   EXECUTIVE   under  this
                           Agreement  which is deemed  income to the  EXECUTIVE)
                           based upon the twelve (12) month period ending on the
                           date the EXECUTIVE became disabled;

                  (2)      For each year disability  payments are payable to the
                           EXECUTIVE  after the initial year, an amount equal to
                           the amount payable in the initial year,  plus cost of
                           living  increases  equal to the  lesser of the CPI or
                           twelve (12%) percent;

                  (3)      The  disability  benefits  shall  be  payable  to the
                           EXECUTIVE  until  he  reaches  the age of  sixty-five
                           (65);

                  (4)      The   disability   benefits  shall  be  paid  to  the
                           EXECUTIVE on a monthly basis;

                  (5)      The policy of disability  insurance shall be owned by
                           the  EXECUTIVE  and  the  EXECUTIVE   shall  pay  the
                           premiums   therefor  for  which  the  COMPANY   shall
                           reimburse the  EXECUTIVE.  If such  reimbursement  is
                           deemed taxable  income,  the COMPANY shall  reimburse
                           the EXECUTIVE for said taxes.

          (c)       A whole life annuity  insurance policy in the face amount of
                    One   Million   Seven   Hundred   Fifty   Thousand   Dollars
                    ($1,750,000)  wherein  the  EXECUTIVE  is the  owner of said
                    policy.  The COMPANY  shall  purchase said policy within ten
                    (10) days of the date of  execution  of this  Agreement  and
                    shall  maintain  and pay the  premiums for said policy for a
                    period of eight (8) years  thereafter  regardless of whether
                    this Agreement is terminated prior thereto. Any income taxes
                    which the  EXECUTIVE  is  required to pay as a result of the
                    COMPANY's  payment of the  premiums on said policy  shall be
                    reimbursed  to the  EXECUTIVE by the COMPANY.  The EXECUTIVE
                    shall have the right to designate the  beneficiaries of said
                    policy.

          (d)       The  EXECUTIVE  shall  permit the  COMPANY to  purchase  and
                    maintain at the COMPANY's  sole expense term life  insurance
                    coverage on the EXECUTIVE's  life in an amount not in excess
                    of One Million Dollars ($1,000,000) and the COMPANY shall be
                    the beneficiary of said policy.

          (e)       Membership  for  the  EXECUTIVE  and his  family  in two (2)
                    country clubs of EXECUTIVE's  choice including,  but limited
                    to, the Boca Raton Hotel and Country Club. The COMPANY shall
                    pay the EXECUTIVE's  initiation fees, annual dues, and usage
                    charges for said memberships,  which memberships shall be in
                    the name of the EXECUTIVE and his family.  Upon  termination
                    of this Agreement, said memberships shall be retained by and
                    transferred to the  EXECUTIVE.  If the EXECUTIVE is required
                    to pay income tax  attributable  to these  memberships,  the
                    COMPANY shall reimburse the EXECUTIVE for said income taxes.

          (f)       An automobile  allowance  for the term of this  Agreement of
                    Nine Hundred Dollars ($900) per month, plus annual increases
                    thereof equal to the increases in the CPI, plus sales taxes,
                    insurance,   tag  and  registration  fees,  maintenance  and
                    servicing expenses, costs of tires and accessories, fuel and
                    lubrication  costs, and mobile cellular  telephone  expense,
                    usage tolls and costs.  If the  EXECUTIVE is required to pay
                    any income taxes attributable to the foregoing,  the COMPANY
                    shall reimburse the EXECUTIVE for said taxes, when due.

          (g)       If this  Agreement is  terminated  for any reason other than
                    the EXECUTIVE's death or permanent  disability,  the COMPANY
                    shall  continue  to pay  all  premiums  on  the  EXECUTIVE's
                    comprehensive  medical and dental insurance,  and disability
                    insurance  for a period of two (2) years  following the date
                    of termination.

          (h)       The COMPANY shall  reimburse the EXECUTIVE for  expenditures
                    made  by the  EXECUTIVE  on  behalf  of the  COMPANY  (i.e.,
                    business expenses).

7.       Vacation.

         EXECUTIVE  shall be entitled to a paid  vacation  for four (4) calendar
         weeks  per year  during  the  employment  period.  Such  vacation  time
         allowance shall not cumulatively  accrue,  and any unused vacation time
         for each year of the  employment  period  shall be not be  forfeited by
         EXECUTIVE  if any such  unused  vacation  days are not used during such
         year,  may  be  used  in any  subsequent  year[s]  at  the  EXECUTIVE's
         discretion.  EXECUTIVE shall also be entitled to all paid holidays made
         generally available by the COMPANY.

8.       Death or Disability.

         If, while the EXECUTIVE is employed by the COMPANY,  he dies or suffers
         a physical or mental disability which prevents him, for a period of six
         (6) consecutive  months,  from  performing his employment  duties under
         this Agreement,  his employment  shall terminate  effective the date of
         death or the end of such six month period, as applicable.  In the event
         of such  termination,  the EXECUTIVE's base compensation and additional
         compensation  shall be  continued  for a period of twelve (12)  months,
         after such  termination,  and shall be paid to the  EXECUTIVE  if he is
         alive, or to his personal representatives, if deceased, and shall be in
         addition to any other  compensation  or benefits  provided  for in this
         Agreement.

9.       Change of Control.

          (a)       For the  purposes of this  Agreement,  a "Change of Control"
                    shall be deemed to have taken if:

                  (1)      any person, including a "group" as defined in Section
                           13(d)(3) of the  Securities  Exchange  Act of 1934 as
                           amended, becomes the owner or beneficial owner of the
                           COMPANY securities, after the date of this Agreement,
                           having  twenty (20%)  percent or more of the combined
                           voting power of the then  outstanding  securities  of
                           the  COMPANY  that  may be cast for the  election  of
                           directors  of the COMPANY  (other than as a result of
                           an issuance of  securities  initiated by the COMPANY,
                           or open market  purchases  approved by the Board,  as
                           long  as the  majority  of the  Board  approving  the
                           purchases is the  majority at the time the  purchases
                           are made), or

                  (2)      the  persons  who were the  directors  of the COMPANY
                           before such transactions  shall cease to constitute a
                           majority  of  the  Board  of  the  COMPANY,   or  any
                           successor to the  COMPANY,  as the direct or indirect
                           result of, or in connection  with, any cash tender or
                           change offer,  merger or other business  combination,
                           sale  of  assets  or   contested   election   or  any
                           combination of the foregoing transactions.

          (b)       The  EXECUTIVE  may at any time  after the date on which the
                    change of control  occurs  terminate this Agreement upon the
                    giving of at least  sixty (60) days  written  notice and the
                    COMPANY  shall pay the  EXECUTIVE a lump sum amount equal to
                    200% of the EXECUTIVE's total annual compensation (including
                    base compensation,  additional  compensation,  and any other
                    benefits  provided  under  this  Agreement  which are deemed
                    taxable income to the EXECUTIVE)  based upon the twelve (12)
                    month   period   ending  on  the   effective   date  of  the
                    termination,  which  payment  shall be made  within five (5)
                    days after the effective date of said termination.

10.      Termination.

          (a)       The COMPANY may  terminate  this  Agreement  at any time for
                    cause. "Cause" shall mean an order of the FDIC, the Board of
                    Governors  of  the  Federal  Reserve  System,   the  Florida
                    Department of Banking and Finance, or any other governmental
                    agency with lawful jurisdiction thereof, which prohibits the
                    EXECUTIVE from  participation  in the conduct of the affairs
                    of the  COMPANY,  which  order has  become  final  after all
                    judicial and/or administrative  appeals have been exhausted.
                    If the COMPANY  elects to terminate  the EXECUTIVE for cause
                    as herein  provided,  the effective date of such termination
                    shall be the  date on  which  said  order  becomes  final as
                    defined  herein and the COMPANY shall be obligated to pay to
                    EXECUTIVE all compensation he is entitled to under the terms
                    of this Agreement.

          (b)       The EXECUTIVE may  terminate  this  Agreement or any renewal
                    thereof  at any time  upon the  giving  of sixty  (60)  days
                    written  notice to the COMPANY and, upon the effective  date
                    of such termination, the COMPANY shall pay the EXECUTIVE the
                    lump  sum  payment  described  in  Paragraph  9(b)  of  this
                    Agreement  within  five  (5)  days  after  the  date of such
                    termination.  In addition, the employee benefits provided to
                    the EXECUTIVE  shall continue for the periods of time as set
                    forth in this Agreement.

11.      Restrictive Covenant.

          (a)       During the time the  EXECUTIVE  is  employed  by the COMPANY
                    under this  Agreement  and for a six (6) month  period after
                    EXECUTIVE's  employment  with the  COMPANY  terminates,  the
                    EXECUTIVE  shall not,  directly or indirectly,  be an owner,
                    partner,  joint venturer,  employee,  officer,  director, or
                    shareholder  (unless  as  owner of no more  than  ten  [10%]
                    percent of the issued and outstanding  capital stock of such
                    entity or unless such stock is traded on a major  securities
                    exchange or otherwise as a purely passive  shareholder),  of
                    any financial institution,  which is in competition with the
                    COMPANY and which  operates  anywhere in Palm Beach  County,
                    Florida.

          (b)       Notwithstanding  any provision in Paragraph 11(a), above, or
                    any other  provision of this Agreement to the contrary,  the
                    EXECUTIVE shall be permitted to:

                  (1)     Invest  and/or  participate  in the  management  of 
                          companies or other entities which are not in
                          competition with the COMPANY,

                  (2)      Engage   in  real   estate   transactions   and  earn
                           commissions thereby as a real estate broker, provided
                           that all such transactions are fully disclosed to the
                           COMPANY's  Chief  Executive  Officer  or the Board of
                           Directors;

                  (3)      To  serve  on the  boards  of  directors,  serve as a
                           trustee, or be a member of audit committees, of other
                           entities  where the  EXECUTIVE  may receive  director
                           fees,  consulting  fees, or advisory fees  therefrom,
                           provided  that  such  service  does  not   materially
                           interfere with the EXECUTIVE's  employment  duties as
                           set forth in this Agreement.

12.      Severability.

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

13.      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.

14.      Governing Law.

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

15.      Entire Agreement.

         This Agreement  contains the entire  understanding  between parties and
         may not be changed or modified except by an Agreement in writing signed
         by all the parties.

16.      Notice.

         Any Notice  required or permitted 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.

17.      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.

18.      Counterparts.

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

19.      Assignability.

         This Agreement  shall not be assigned by either party,  except with the
         written consent of the other.

20.      Attorneys' Fees.

         In any litigation  arising out of this Agreement,  the prevailing party
         shall be  entitled  to all costs  and  expenses,  including  reasonable
         attorneys'  fees,  and all  costs  and  expenses  including  reasonable
         attorneys'  fees for appellate  proceedings.  Venue for such litigation
         shall be Palm Beach County, Florida.

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

As to the "COMPANY"



By: s/ James L. Wilson
    -----------------------------------
    James L. Wilson, President and
    Chief Operating Officer


As to the "EXECUTIVE"
Philip C. Modder



By: s/ Philip C. Modder
    -----------------------------------
    Philip C. Modder
<PAGE>

                                 AMENDMENT #1 to
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                       OF
                                 PHILIP C MODDER

         AMENDMENT #1 to the EXECUTIVE  EMPLOYMENT AGREEMENT effective this 30th
day of June, 1997, by and between SOUTHERN SECURITY BANK CORPORATION,  a Florida
corporation,  having its principal  place of business at 3475  Sheridan  Street,
Post Office Box 6699, Hollywood,  Florida 33021 (hereinafter the "COMPANY"), and
PHILIP C. MODDER,  whose  address is: Post Office Box 520,  Boca Raton,  Florida
33429-0520 (hereinafter the "EXECUTIVE"). This amendment and
effectiveness  thereof is subject the  approval of the Federal  Reserve Bank and
other requisite Regulatory Approval.

         For the mutual  covenants  hereinafter set forth and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the COMPANY
agrees to employ the EXECUTIVE  and the  EXECUTIVE  agrees to be employed by the
COMPANY  on all terms and  conditions  as set forth in that  contract  agreement
dated June 11,  1992,  as if fully  restated in this  amendment,  except for the
following modifications as set forth below; The item number below corresponds to
that item number if recited in the original contract agreement of 6/11/92;  As a
matter of confirmation by the parties to the Executive  Employment Agreement and
as now being Amended,  said  Agreement has been extended for an additional  five
[5] year period due to the automatic renewal provisions  contained therein,  and
is subject again to automatic renewal on June 10, 2002.

3.       Base  Compensation.  The COMPANY  shall pay to the  EXECUTIVE,  and the
         EXECUTIVE  agrees to  accept a  minimum  base  salary  compensation  of
         $175,000 per year beginning on 7/1/97, paid in 24 installments per year
         [twice per month]  adjusted  annually by the greater of 5%, or the CPI,
         consumer price index.

5.        Class-A Common Stock Options.  The company will provide EXECUTIVE with
          10- year  term [10 years  from the date of  granting]  Class-A  Common
          Stock  Options  with an Option Price  established  at 110% of the then
          per-share  book value  when  granted [a 10%  premium],  a quantity  of
          Class-A  Common Stock Options in the amount of 6% the EXECUTIVE of the
          then total of all  classes of capital  stock  issued and  outstanding,
          accruing and being  credited to the EXECUTIVE,  semi-annually  on July
          1st and January 1st of each year,  the first such granting to begin on
          7/1/97,  and occurring every 6 months  thereafter  until at the end of
          the five year period a total of 6% of the then issued and  outstanding
          of all classes of stock have been granted  thereto.  These Options are
          in addition to any previously  granted  options to EXECUTIVE under the
          original Employment contract agreement.  For example, on July 1, 1997,
          if the  company  had a total of  14,713,435  shares of all  classes of
          stock  issued  and  outstanding   [including  those  shares  owned  by
          EXECUTIVE], then EXECUTIVE would each be granted 88,280 options [math:
          14,713,435 x {0.06/10 = 88,280  options,  rounded-off,  no  fractional
          options  granted]  for Class-A  common  stock,  expiring 10 years from
          7/1/97,  and with an option  price  equating to 110% of the book value
          per share  [$0.09617 x 1.10 = $0.10579]  of the company as of 6/30/97.
          In the event  additional  shares of the  company's  capital  stock are
          issued as a result  of any  public or  private  offering[s]  or due to
          Merger[s]   and/or   acquisition[s]   of  the  company   with  another
          company[s],  EXECUTIVE  will  immediately  be granted in bulk,  at the
          consummation of each such Merger, Acquisition,  Public/Private sale of
          the company's  capital stock,  additional  10-year options,  priced at
          110% of the then book value of the company's  stock,  as determined by
          most recent previously issued 6 month financial statement,  either the
          unaudited June 30th or the audited  December 31st, such that EXECUTIVE
          will have Class-A common stock options granted representing exactly 6%
          of the total of all  classes of the issued and  outstanding  shares of
          the company's  capital  stock,  for Class-A  common stock options that
          have  been  granted  from  7/1/97  through  to the  date of each  such
          occurrence.  Any  Options  granted  to  EXECUTIVE  prior to 7/1/97 are
          excluded  from the  computation  of this new 1997  Stock  Option  Plan
          granting arrangement.

21)      Tax Incentive Bonus.  The COMPANY agrees to pay EXECUTIVE,  when due to
         the IRS, however, no later than April 15th of each calendar year, a tax
         incentive  bonus equal to the  personal  income tax  liability  for the
         EXECUTIVE,  that may result from of all forms of  Compensation  paid to
         the EXECUTIVE,  [except the EXECUTIVE's Base Salary], including but not
         limited to, Stock Options  granted,  Class-A Common Stock being granted
         by the COMPANY, or of the exchange of Class-A COMPANY Capital Stock for
         relief of debt owed by the  COMPANY  to the  EXECUTIVE,  when each such
         event[s] are  consummated.  The only item of  compensation  that is not
         covered by this tax  incentive  bonus is the  EXECUTIVE's  Base  Salary
         recited  above  in  paragraph  3;  All  other  forms  of  compensation,
         benefits,  and incentive  bonuses shall be subject to an additional Tax
         Incentive Bonus,  immediately  payable to the EXECUTIVE by the COMPANY.
         When all such personal tax liability is accrued  against the EXECUTIVE,
         and due by the IRS.

22)       Exchange of Compensation  for Class-A Common Stock. At the sole option
          of the  EXECUTIVE any unpaid  salary  and/or  benefits  recited in the
          employment contract,  at the election of the executive,  EXECUTIVE may
          exchange any portion or all of any unpaid  salary  and/or any benefits
          accrued to the benefit of the  EXECUTIVE,  for Class-A Common Stock at
          the  exchange  rate  equal  to  110% of the  then  book  value  of the
          COMPANY's  Stock,  as  determined by most recent  previously  issued 6
          month  financial  statement,  either  the  unaudited  June 30th or the
          audited  December  31st;  After each such  exchange  [common stock for
          unpaid and accrued  salary  and/or  benefits] the COMPANY shall pay to
          the  executive  no later  than  when due by the then IRS  code,  a tax
          incentive  bonus equal to any personal  income tax  liability  for the
          EXECUTIVE that may result, because of any said exchanges for relief of
          debt owed by COMPANY to the EXECUTIVE, above mentioned.

All other terms and conditions of the original EXECUTIVE Employment agreement of
June 11,  1992,  are in full  force  and  effect as if fully  restate  herein at
length, and as attached hereto for reference.

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

As to the "COMPANY"

Floyd D. Harper, Vice President
Southern Security Bank Corporation

As to the "EXECUTIVE"


Philip C. Modder