AMENDMENT #1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT
                                       OF
                              JAMES LAURENCE WILSON

     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
JAMES  LAURENCE  WILSON,  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 the 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:
     14,714,435x{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   equaling   to  110%  of  the  book   value  per  share
     [$0.09617x1.10=$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.ed 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  benefits
     accrued to the benefit of the  EXECUTIVE,  for Class-A Common Stock at
     the  exchange  rate  equal  to  100% 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 full restated 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"


By s/ Floyd D. Harper
Floyd D. Harper, Vice President
Southern Security Bank Corporation


As to the "EXECUTIVE"
James L. Wilson

By
James L. Wilson


<PAGE>



                         EXECUTIVE EMPLOYMENT AGREEMENT
                                       OF
                              JAMES LAURENCE WILSON

         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 JAMES
LAURENCE  WILSON,  whose  address is: Post Office Box 520,  Boca Raton,  Florida
33429-0520 (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 President,  Senior Loan Officer, and Chief
         Operating  Officer,  all under the direction of the COMPANY's  Chairman
         and Chief Executive Officer. In addition,  the EXECUTIVE shall serve on
         the COMPANY's Board of Directors. EXECUTIVE shall manage all aspects of
         the activities  and functions of the COMPANY and its affiliate  banking
         companies and subsidiaries under the supervision of the Chief Executive
         Officer. Such management responsibilities shall include:

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

         (b)      Preparation  and/or  supervision  of  the  preparation  of the
                  fiscal budgeting for the COMPANY.

         (c)      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
                  Chairman of the COMPANY's  loan  committee or committees  and,
                  where  necessary - as voting  member of the  COMPANY's  asset,
                  liability, management, and ALCO committees.

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

         (g)      Negotiation 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)      Supervision and coordination 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)      Supervision and coordination of the pre-closing,  closing, and
                  post-closing   activities   for   acquisition   of   financial
                  institutions by the COMPANY.

          (j)       Supervision,  performance, and/or coordination 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  supervision  and  coordination 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 Twenty Thousand Dollars  ($120,000) per year for
                    the initial year of this Agreement,  which base compensation
                    shall increase to

          (b)       One  Hundred   Twenty-nine   Thousand  Six  Hundred  Dollars
                    ($129,600)  per  year  on  the  first   anniversary  of  the
                    Commencement Date, to

          (c)       One  Hundred  Thirty-nine   Thousand  Nine  Hundred  Dollars
                    ($139,900)  per  year  on  the  second  anniversary  of  the
                    Commencement Date, to

          (d)       One  Hundred   Fifty-one   Thousand   One  Hundred   Dollars
                    ($151,100)  per  year  on  the  third   anniversary  of  the
                    Commencement Date, to

          (e)       One  Hundred  Sixty-three  Thousand  Three  Hundred  Dollars
                    ($163,300)  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:
                    108% 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:
                    $163,300  times  1.08  which  equals  $176,400  or  the  CPI
                    increase (assuming the CPI for this period is 10%), then the
                    next years'  salary would  increase to $179,700 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   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,  is such a transaction  represented $50
         million in assets, the bonus would be equal to $100,000. ($50,000,000 x
         0.0020= $100,000). 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  One  Hundred
                    Fifty-six Thousand ($156,000) shares of the COMPANY's common
                    stock, or 3.0% 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)x110% = $0.11/share.  Options for the
                    greater of Thirty-one  Thousand Two Hundred  (31,200) shares
                    or 0.60% 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 3.0% 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 loan 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 the  Agreement or any renewal  thereof  terminates  for any
                  reason,  all stock options  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 stock  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 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,
         postage   prepaid,   registered  or  certified  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
Philip C. Modder, Chief Executive Officer
and Chairman of the Board


As to the "EXECUTIVE"
James L. Wilson

By
James L. Wilson