FEDERAL RESERVE BANK OF ATLANTA

Marion P. Rivers, III
Assistant Vice President

                                        April 13, 1995


The Board of Directors
Southern Security Bank Corporation, Inc.
Post Office Box 520
Boca Raton, Florida  33429-0520

          Re:  Written Agreement dated April 13, 1995

Dear Board Members:

     This will acknowledge receipt of two signed copies of the Written Agreement
and the  cross-referenced  side letter.  The Federal  Reserve Bank executed this
document on April 13, 1995.  The  corporation's  record copy of the Agreement is
enclosed.  Also attached is our executed draft of the  accompanying  side letter
clarifying our mutual understanding of certain monthly operating expenses.

     The Agreement's April 13, 1995 "as of date" established the start date upon
which various  reporting  deadlines  will be based.  To clarify when the Reserve
Bank expects  receipt of individual  provision  responses,  the  following  grid
recaps the established deadlines dates:

- Paragraph 2 - Capital Adequacy:        the 90-day deadline is July 12, 1995;
- Paragraph 8 - Tax Policies/Procedures: the 90-day deadline is July 12, 1995;

     Management may of course submit  responses  before these dates if you wish.
The quarterly  reports required by paragraph 11,  detailing  compliance with all
Agreement  requirements,  will  commence with the second  quarter of 1995;  this
first  report is due no later than July 30,  1995.  Compliance  is  expected  to
commence immediately for those provisions without a response due date.

     We appreciate  your  cooperation and look forward to reviewing your initial
submissions.  If you have any questions regarding this action, please contact me
or Examiner Robert Schaffel at 404/589-7220.

                                        Very truly yours,

                                        Marion P. Rivers, III

Enclosures
cc:  Cheryl Mueller, BOG
     State of Florida

       104 Marietta Street, N.W. Atlanta, Georgia 30303-2713 404/585-7206
<PAGE>
                            UNITED STATES OF AMERICA
            BEFORE THE BOARD GOVERNORS OF THE FEDERAL RESERVE SYSTEM
                                WASHINGTON, D.C.

-------------------------------------
Written Agreement By and Among

SOUTHERN SECURITY BANK CORPORATION, INC.
Deerfield Beach, Florida

PHILIP C. MODDER
JAMES WILSON
Institution-Affiliated Parties of            DOCKET NOS. 95-004-WA/RB-HC
Southern Security Bank Corporation, Inc.                 95-004-WA/RB-I1
Deerfield Beach, Florida                                 95-004-WA/RB-12

      and

FEDERAL RESERVE BANK OF ATLANTA
Atlanta, Georgia
----------------------------------------

     WHEREAS,  in order to maintain the financial soundness of Southern Security
Bank Corporation,  Deerfield Beach, Florida ("Southern Security"),  a registered
bank holding company,  the Federal Reserve Bank of Atlanta (the "Reserve Bank"),
Southern Security, and Philip C. Modder ("Modder"),  chairman of the board and a
director,   and   James   Wilson   ("Wilson"),   president   and   a   director,
institution-affiliated  parties of Southern  Security,  have mutually  agreed to
enter into this Written Agreement (the "Agreement");

     WHEREAS,  as of the  date of this  Agreement,  Southern  Security  owns and
controls the Southern Security Bank, Hollywood, Florida (the "Bank");

     WHEREAS,  this  Agreement is being  executed in  accordance  with the Rules
Regarding  Delegation  of  Authority  of the Board of  Directors  of the Federal
Reserve System (the "Board of Governors"), specifically 12 C.F.R. 265-11(a)(15),
and the Reserve  Bank has  received  the prior  approval of the  Director of the
Division of Banking  Supervision and Regulation (the "Director") and the General
Counsel of the Board of Governors  to enter into this  Agreement  with  Southern
Security, Modder, and Wilson; and

     WHEREAS, on March 23, 1995, the board of directors of Southern Security, at
a duly  constituted  meeting,  adopted a resolution  authorizing  and  directing
Philip C. Modder to enter into this Agreement on behalf of Southern Security and
consented  to  compliance  with each and every  provision  of this  Agreement by
Southern Security and its institution-affiliated parties, as defined in sections
3(u) and  8(b)(3) of the Federal  Deposit  Insurance  Act, as amended  (the "FDI
Act") 12 U.S.C. 1813(u) and 1818(b)(3)); and

     WHEREAS,  on  April  5,  1995,  Modder  and  Wilson,  in  their  individual
capacities,  consented to compliance with paragraphs  4(c), 5, and 14 through 18
of this Agreement;

     NOW,  THEREFORE,  before the taking of any testimony or  adjudication of or
finding  on any  issue  of  fact  or law  herein,  and  without  this  Agreement
constituting  an  admission  of any  allegation  made or implied by the Board of
Governors,  and  for  the  purpose  of  settling  this  matter  without  further
proceedings, the Reserve Bank and Southern Security hereby agree as follows:

1. Dividends.  Southern  Security shall not declare or pay dividends without the
prior  written  approval  of the Reserve  Bank and the  Director.  Requests  for
permission  to pay a dividend  shall be in writing and received 30 days prior to
the proposed  declaration  date.  Such  requests  shall,  at a minimum,  contain
sufficient  documentation  to  demonstrate  that  the  proposed  dividend  is in
compliance  with the  Board  of  Governors'  dividend  policy  and is  otherwise
consistent with the Board of Governors' Capital Adequacy Guidelines (12 C.F.R.
Part 225, App. A and D).

2. Capital Adequacy.  Within 90 days of this Agreement,  Southern Security shall
submit  to  the  Reserve  Bank  an  acceptable  written  plan  to  improve  and,
thereafter,  maintain an adequate  capital position at the Bank. The plan shall,
at a minimum, address and consider:

     a. The  current  and future  capital  requirements  of the Bank,  including
the maintenance of adequate  risk-based capital ratios and tier 1 leverage ratio
in accordance with the Capital Adequacy Guidelines of the Board of Governors (12
C.F.R. Part 208, App. A and B);

     b. the Bank's continued compliance with the capital requirements  contained
within  paragraphs 2(a) and 2(b) of the Written  Agreement dated March 17, 1992,
among the Reserve Bank, the State  Comptroller  and Banking  Commissioner of the
State of Florida, and the Bank;

     c. the volume of the Bank's adversely  classified  assets and the potential
for additional asset quality problems at the Bank;

     d. requests by the Bank's  federal or state  regulators  for an increase in
the Bank's capita;

     e. the anticipated level of earnings of the Bank, with particular attention
to the Bank maintaining an adequate loan loss reserve;

     f. the source  and timing of  additional  funds  that may be  necessary  to
achieve compliance with the capital plan developed and submitted pursuant to the
provisions of this paragraph; and

     g. Southern Security's responsibility to act as a source of strength to the
Bank,  and, in  connection  therewith,  to use its  assets to provide  whatever
capital  support to the Bank as may be required by the Reserve  Bank in a manner
consistent with the Board of Governors';  Policy Statement on the responsibility
of  bank  holding  companies  to act as a  source  of  strength  to  their  bank
subsidiaries, dated April 24, 1987.

3.   Debt Restrictions.

     a.  Southern  Security  shall not,  directly or  indirectly,  increase  its
borrowings or incur any additional debt, including debt to stockholders, without
the prior written approval of the Reserve Bank.

     b.  Southern  Security  shall not,  directly or  indirectly,  make any debt
service  payments  to any  institution-affiliated  party,  or  related  interest
thereof, without the prior written approval of the Reserve Bank.

4.   Insider Transactions.

     a. Except as otherwise provided in the executive employment agreements with
Modder and Wilson, dated June 11, 1992, Southern Security shall not, directly or
indirectly, increase the salaries of, or pay any bonuses or fees to, or make any
other type of form of payments, including, but not limited to, the reimbursement
of  expenses  or  the  payment  of   indebtedness,   to  or  on  behalf  of  any
institution\-affiliated party, or related interest thereof, of Southern Security
or the Bank without the prior written approval of the Reserve Bank.

     b.  Southern  Security  shall not,  directly  or  indirectly,  enter  into,
participate or, in any other manner,  engage in any financial  transaction  with
any institution-affiliated  party or principal shareholder,  or related interest
thereof,  of Southern Security or the Bank without the prior written approval of
the Reserve Bank.

     c. Except as otherwise provided by paragraph 4.a hereof,  Modder and Wilson
shall  not,  directly  or  indirectly,  in any manner  engage in,  enter into or
participate  in any financial  transaction  with Southern  Security  without the
prior written approval of the Reserve Bank.

     d. Any  request for prior  approval  pursuant  to this  paragraph  shall be
accompanied  by  documentation  adequate to provide  the  Reserve  Bank with the
details of each proposed payment or transaction, including a full description of
the  proposal,  the  purpose(s)  for the  payment or  transaction,  the  amounts
involved,  the benefits to be derived by Southern  Security or the Bank and such
other matters that may be pertinent to the proposed  payment or  transaction  to
assist the Reserve Bank in its review of each proposal.

     e. For the purposes of this Agreement, the terms:

          (1) "Related interest" shall be defined as set forth in section
215.2(m) of Regulation O of the Board of Governors (12 C.F.R. 215.2(m));

          (2) "financial  transaction" shall include, but is not limited to: (A)
an extension of credit (as defined in section 215.3 of Regulation O of the Board
of  Governors  (12 C.F.R.  215(3)),  (B) the  transfer,  sale or purchase of any
asset,  (C) a contract or payment for services,  (D) the payment of any Southern
Security debt to any  shareholder  or institution  affiliated  party of Southern
Security,  the Bank,  or any  related  interest  thereof,  or (B) the  direct or
indirect   payment   by   Southern   Security   of   any   obligation   of   any
institution-affiliated  party or  principal  shareholder,  or  related  interest
thereof, of southern Security or the Bank; and

         (3) "principal shareholder" shall  include any  individual  or  company
(other than Southern  Security)  that directly or  indirectly, or acting through
or in consent with one or more persons,  owns, controls or has the power to vote
more than 10 percent of any class of voting  securities  or Southern Security of
the Bank.

5.   Employment Contracts.

     a.  Southern  Security and Modder and Wilson shall each not amend or modify
any current  employment  contract or agreement  and shall not enter into any new
employment or  consulting  contract or agreement  without  providing at least 30
days advance written notice to the Reserve Bank.

     b. The advance  written  notice  required by this  paragraph  shall include
documentation  adequate  to provide  the  Reserve  Bank with the details of each
proposed  amended or new contract or agreement,  including a full description of
the proposed  contract or agreement,  the name and  qualifications of the person
providing  the  proposed  services,  the amounts  involved,  the  benefits to be
derived by Southern  Security,  and such other  matters that may be pertinent to
the proposal and assist the Reserve Bank in its review of each proposed  amended
or new contract or agreement.

     c. The Reserve Bank shall have the right to disapprove any proposed amended
or new  employment  or  consulting  contract or  agreement.  If the Reserve Bank
disapproves any proposed  amendment or new employment or consulting  contract or
agreement,  Southern Security,  Modder and Wilson, as the case may be, shall not
proceed with such proposal.

6. Required Approval of New Directors and Executive Officers.

During the term of this  Agreement,  or as otherwise  required by law,  southern
Security  shall comply with the  provisions of Section 32 of the FDI Act (U.S.C.
1831i) with  respect to the  appointment  of any new  directors or the hiring or
promotion of any senior executive officer.

7.   Restriction on Intercorporate Transactions.

     a.  Southern  Security  shall not,  directly  or  indirectly,  enter  into,
participate,  or in any other  manner  engage in any  transaction  with the Bank
without the prior written approval of the Reserve Bank.

     b. Any  request for prior  approval  pursuant  to this  paragraph  shall be
accompanied  by  documentation  adequate to provide  the  Reserve  Bank with the
details  of each  proposed  transaction,  including  a full  description  of the
proposed transaction,  the purpose(s) for the transaction, the amounts involved,
the  benefits  to be derived by Southern  Security  and the Bank,  the  proposed
transaction's  compliance  with all applicable laws and  regulations,  including
sections 23A and 23B of the Federal Reserve Act (12 U.S.C.  371c and 371c-1) and
such other  matters that may be pertinent to the proposal and assist the Reserve
Bank in its review of each proposal.

     c.  For the  purposes  of this  paragraph,  the  term  "transaction"  shall
include, but not be limited to the transfer,  sale or purchase of any asset, the
direct or indirect  payment of any expense or obligation  of Southern  Security,
the payment of a management  or service fee or any nature,  or any  extension of
credit, including overdrafts.

8.   Tax Policies and Procedures.

     a. Within 90 days of this Agreement,  Southern Security shall submit to the
Reserve Bank an acceptable  proposed  written tax allocation  agreement  between
Southern  Security  and the  Bank and  shall  take  such  other  actions  as are
necessary to execute the tax allocation  agreement with the Bank within 120 days
of this Agreement. The tax agreement shall address, at a minimum:

          (1)  The timing and method of estimating quarterly tax payments;

          (2)  the disposition of any deferred tax liability;

          (3)  the computation and payment of any tax benefits;

          (4)  the allocation of the surtax exemption;

          (5) any refund due the Bank on a separate entity basis,  regardless of
the availability of a consolidated refund; and

          (6) the Policy Statement on Intercorporate Tax Transactions  issued by
the Board of Governors, dated September 25, 1978.

     b. In no event shall the tax agreement  required  under this paragraph call
for the  Bank to incur a  greater  liability  because  of its  affiliation  with
Southern Security than it would as a separate taxable entity.

     c. Southern Security shall remit to the Bank, immediately upon receipt by
Southern Security; (1) any state or federal income tax refund, or similar refund
received by Southern Security that becomes due, owing or otherwise  reimbursable
to the Bank; and (2) the  reimbursement of any tax overpayment that is allocable
to the Bank, subject to the concurrence of the Reserve Bank.

     d. Southern  Security shall not use monies  received from the Bank pursuant
to the written tax allocation  agreement between Southern Security and the Bank,
for purposes other than the remittance of same to the Internal  Revenue  Service
and the State of Florida in accordance  with such tax agreement,  and shall,  in
all other respects, fully comply with such tax agreement.

9.   Sale of Equity Securities.

     a. Southern  Security  shall provide the Reserve Bank with at least 30 days
advance  written  notice  of  the  proposed  sale  or  offering  of  any  equity
securities.

     b. The advance  written notice required by this paragraph shall include all
prospectus,  offering  or  private  placement  materials,  as  well  as  a  full
description of the proposed uses of the funds raised by the securities' sale, an
opinion letter from an independent securities counsel stating that the materials
contain adequate  disclosures and comply with the registration,  reporting,  and
anti-fraud  provisions of the federal and state  securities laws, and such other
matters  that may be  pertinent  to assist the Reserve Bank in its review of the
proposed sale or offering.

10. Policy and Plan Approval. The plans and tax agreement required by paragraphs
2 and 8 hereof shall be  submitted to the Reserve Bank for review and  approval.
An  acceptable  plan and tax  agreement  shall be  submitted to the Reserve Bank
within the required time periods.  Southern  Security  shall submit the plan and
tax agreement to the Reserve Bank no later than 30 days prior to the  expiration
of the applicable time periods. The Reserve Bank may comment on the plan and tax
agreement within 10 days of receipt. Southern Security shall provide the Reserve
Bank with  revised plan and tax  agreement as may be required,  within 5 days of
receipt of written  comments,  if any.  Within 10 days of receipt of the revised
plan and tax  agreement,  the  Reserve  Bank shall  communicate  in writing  its
approval or disapproval.  Southern Security shall adopt the approved plan within
10 days of  approval by the Reserve  Bank and the tax  agreement  as provided in
paragraph 8 hereof,  and then shall fully  comply with them.  During the term of
this  Agreement,  the approved  plan and tax  agreement  shall not be amended or
rescinded without the prior written approval of the Reserve Bank.

11. Quarterly Compliance Reports.  Within 45 days after the end of each calendar
quarter (March 31, June 30, September 30, and December 31) following the date of
this  Agreement,  Southern  Security  shall  furnish to the Reserve Bank written
progress  reports  detailing  the form and manner of all actions taken to secure
compliance with this Agreement and the results thereof.

12. All communications regarding this Agreement shall be sent to:

          (a)  Mr. Marion P. Rivers, III
               Assistant Vice President
               Federal Reserve Bank of Atlanta
               104 Marietta Street, N.W.
               Atlanta, George 30303

          (b)  Mr. Philip C. Modder
               Chairman
               Southern Security Bank Corporation
               Post Office Box 520
               Boca Raton, Florida  33429-0520

          (c)  Mr. James Wilson
               President
               Southern Security Bank Corporation
               Post Office Box 520
               Boca Raton, Florida  33429-0520

13. The provisions of this Agreement shall be binding upon Southern Security all
of its  institution-affiliated  parties,  in their  capacities as such, as their
successors and assigns, and Modder and Wilson in their individual capacities.

14. The  provisions of this  Agreement  shall remain  effective and  enforceable
until stayed,  modified,  terminated or  suspended,  in writing,  by the Reserve
Bank.

15. Notwithstanding any provision of this Agreement to the contrary, the Reserve
Bank  may,  in its sole  discretion,  grant  written  extensions  of time to the
Southern  Security,  Modder,  and Wilson to comply  with any  provision  of this
Agreement.

16. The provisions of this Agreement  shall not bar, estop or otherwise  prevent
the Board of  Governors,  the  Reserve  Bank or any  federal or state  agency or
department from taken any other action affecting Southern Security,  the Bank or
any of its current or former  instituion-affiliated  parties thereof  including,
but not limited to Modder and Wilson, and their successors or assigns.

17. This Agreement is a "written agreement" for the purposes of section 8 of the
FDI Act (12 U.S.C. 1818).

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the 13th day of April, 1995.

SOUTHERN SECURITY BANK CORPORATION      FEDERAL RESERVE BANK OF ATLANTA


By: s/Philip C. Modder                  By: s/ Marion P. Rivers, III
----------------------                      --------------------------
                                           Marion P. Rivers, III
Title: Chairman & CEO                      Assistant Vice President

     With  respect to  paragraphs  4(c),  5, and 14 through 18 hereof,  in their
individual capacities.


s/ Philip C. Modder                     s/ James Wilson
-----------------------------           --------------------------------
Philip C. Modder                        James Wilson

     The undersigned  directors of Southern  Security each  acknowledges  having
read the  foregoing  Agreement  and approves of the consent  thereto by Southern
Security.


s/Timothy Butler                        s/Philip C. Modder
-----------------------------           ---------------------------------
Timothy Butler                          Philip C. Modder


s/Eugene Strasser, M.D.                 s/James Wilson
-----------------------------           ---------------------------------
Eugene Strasser, M.D.                   James Wilson


s/David Butler                          s/Harold Friend
-----------------------------           ---------------------------------
David Butler                            Harold Friend
<PAGE>
                            UNITED STATES OF AMERICA
            BEFORE THE BOARD GOVERNORS OF THE FEDERAL RESERVE SYSTEM
                                WASHINGTON, D.C.

-------------------------------------
Written Agreement By and Among

FLORIDA FIRST INTERNATIONAL BANK
Hollywood, Florida

FEDERAL RESERVE BANK OF ATLANTA
Atlanta, Georgia                            DOCKET NO. 92-022-WA/RB-SM

      and

STATE COMPTROLLER AND BANKING
 COMMISSIONER OF THE STATE OF FLORIDA
Tallahassee, Florida
----------------------------------------

     WHEREAS,  in  recognition  of their common goal to restore and maintain the
financial soundness of the Florida First International Bank, Hollywood,  Florida
(the "Bank"),  a State  chartered bank which is a member of the Federal  Reserve
System,  the Bank, the Federal  Reserve Bank of Atlanta (the "Reserve Bank") and
the State  Comptroller  and Banking  Commissioner  of the State of Florida  (the
"Comptroller")  have mutually  agreed to enter into this Written  Agreement (the
"Agreement"),  which replaces the prior Written Agreement,  effective January 9,
1989;

     WHEREAS,  this  Agreement is being  executed in  accordance  with the Rules
Regarding  Delegation  of  Authority  of the Board of  Governors  of the Federal
Reserve System (the "Board of Governors"),  specifically  12 CFR  265.11(a)(15),
and the Reserve  Bank has  received  the prior  approval of the  Director of the
Division of Banking  Supervision and Regulation (the "Director") and the General
Counsel of the Board of  Governors to enter into this  Agreement  with the Bank;
and

     WHEREAS,  on February  27, 1992,  the board of directors of the Bank,  at a
duly  constituted  meeting  adopted  a  resolution   authorizing  and  directing
President,  George Jordan to enter into this Agreement on behalf of the Bank and
consented to compliance by the Bank and its  institution-affiliated  parties, as
defined by Section  3(u) of the Federal  Deposit  Insurance  Act, as amended (12
U.S.C.  1813(u))  (the  "FDI  Act"),  with  each  and  every  provision  of this
Agreement.

     NOW,  THEREFORE,  before the taking of any testimony or  adjudication of or
finding  on any  issue  of  fact  or law  herein,  and  without  this  Agreement
constituting  an  admission  of any  allegation  made or implied by the Board of
Governors or the  Comptroller,  the Bank, the Reserve Bank, and the  Comptroller
agree as follows:

     1. The Bank  shall  not  declare  or pay any  dividends  without  the prior
written approval of the Reserve Bank, the Comptroller, and the Director.

     2. (a)  Within  60 days of this  Agreement,  the Bank  shall  submit to the
Reserve Bank and the Comptroller a written plan to maintain an adequate  capital
position.  The plan shall,  at a minimum,  address and  consider  (1) the Bank's
current  and  future  capital  requirements,  including  the  maintenance  of an
adequate  risk-based  capital ratio and tier 1 leverage ratio in conformity with
the Capital Adequacy  Guidelines of the Board of Governors (12 C.F.R.  Part 208,
App. A and B), (2) the volume of the Bank's adversely classified assets, (3) the
Bank's anticipated level of retained earnings,  and (4) the source and timing of
additional  funds to  fulfill  the  future  capital  and the loan  loss  reserve
requirements set forth in this Agreement.

          (b)  Notwithstanding  the provisions of paragraph 2(a) hereof,  in the
event that the Bank's tier 1 leverage ratio falls below 6.25 percent,  the Bank,
shall within 5 days of such event,  notify the Reserve Bank and the  Comptroller
about the capital deficiency and shall submit a written statement  detailing the
steps  that will be taken by the Bank to  increase  the  Bank's  tier 1 leverage
ratio above 6.25 percent within 90 days of such event.

     3. (a) The board of  directors  shall take all actions as are  necessary to
ensure  the  Bank's   substantial   compliance  with  its  established   written
asset/liability management policies and procedures.

         (b) The  Asset/Liability  Committee (the "ALCO") of the bank shall, at
all times, be comprised of at least two outside  directors.  The ALCO shall have
the  responsibility  for monitoring  compliance with the Bank's  asset/liability
policies and procedures, and shall review, on a monthly basis, all decision made
by the Bank's  management  with regard to such policies and  procedures,  paying
particular  attention to whether each decision was made in  accordance  with the
policies and procedures.  Any exceptions to the policies and procedures shall be
documented by the ALCO as to the reason for the excepting and the  continuity of
the exception with the Bank's overall goals and strategies and shall be approved
by the majority of the ALCO members.

     4. (a) A majority  of the Bank's Loan  Committee  shall,  at all times,  be
comprised of outside directors,  who are not executive officers of the Bank. The
prior  approval of the Loan  Committee  shall be required  for any  extension of
credit made by the Bank(1)  that in the  aggregate  will exceed  $100,000 to any
borrower,  including  any  related  interest(s)  of the  borrower  or (2) to any
institution-affiliated  party of the Bank,  including any related interest(s) of
such  borrower.  The Bank's Loan  Committee  shall have the  responsibility  for
monitoring  compliance  with the Bank's written loan policies and procedures and
shall review,  on a monthly basis, all loans made by the Bank and the activities
of all personnel of the Bank involved in its lending operations. At each meeting
of the Loan  Committee,  the  Committee  shall review the current  status of all
loans in excess of $50,000  that are in default as to  principal or interest for
30 days  or  more  as of the  date of the  board  meeting,  that  are  adversely
classified  or listed for special  mention by State or Federal  examiners in the
Bank's latest  report of  examination  or that are to an  institution-affiliated
party  of the  Bank.  The  Committee  shall  specifically  address  whether  the
extension of credit was made in accordance with the Bank's written loan policies
and procedures and whether the collection  actions undertaken by Bank management
to reduce the volume of past due loans were in full  compliance  with the Bank's
collection  procedures as set forth in its written loan policies and procedures.
The Loan Committee  shall  maintain  accurate  written  minutes of its meetings,
which shall be available for subsequent supervisory review.

      (b) At least once every 30 days from the date of this  Agreement,  but
not less than 5 days before a board of directors'  meeting,  the Loan  Committee
shall to the board of directors a written  report  regarding  all actions it has
taken.

       (c)  For the  purpose  of  this  Agreement,  the  terms  (1)  "related
interest"  shall be defined as set forth in Section  215.2(k) of Regulation O of
the Board of Governors  (12 CFR  215.2(k));  (2)  "extension of credit" shall be
defined as set forth in Section  215.3 of Regulation O of the Board of Governors
(12 CFR 215.3);  and (3)  "executive  officer"  shall be defined as set forth in
Section 215.2(d) of Regulation O of the Board of Governors (12 CFR 215.2(d)).


     5. The Bank shall not,  directly or  indirectly,  (a) extend any additional
credit to or for the benefit of any borrower,  including any related interest of
the  Borrower,  who is obligated  in any manner to the Bank on any  extension of
credit or portion  thereof that has been  charged off by the Bank or  classified
"Loss" or "Doubtful" in the Report of Examination of the Bank, dated October 31,
1991 (the "Report of Examination":) as long as such credit remains  uncollected;
and (b) extend any  additional  credit to any borrower  whose line of credit has
been  classified  "Substandard"  in the Report of Examination  without the prior
approval of the Bank's board of  directors,  who shall  document the reasons for
the  additional  advances,  specifically  (1) that the  additional  extension of
credit is necessary to protect the Bank's interest in the ultimate collection of
the  credit  already  granted,  or (2) that  the  additional  credit  is in full
compliance with the Bank's written loan policy and is adequately secured, that a
through  credit  analysis  has been  performed  indicating  that the  additional
extension  of  credit is  reasonable  and  justified,  that all  necessary  loan
documentation  has been  properly and  accurately  prepared and filed,  that the
additional  extension will not impair the Bank's interest in obtaining repayment
of the already  outstanding  credit, and that the board of directors  reasonably
believes that the additional extension of credit will be repaid according to its
terms.  The  certification,  together  with  the  credit  analysis  and  related
information that was used in the determination,  shall be maintained by the Bank
for subsequent supervisory review.

     6. Within 60 days of this  Agreement,  the Bank shall submit to the Reserve
Bank and the  Comptroller a written plan designed to improve the Bank's position
on each  loan in excess of  $100,000  that was in  default  as to  principal  or
interest in excess of 90 days as of the date of this  Agreement  and each asset,
including other real estate,  adversely classified by examiners in the Report of
Examination, through amortization, repayment, liquidation, additional collateral
or other means,  whichever may be appropriate.  The plan shall not be amended or
rescinded  without the prior written  approval of the Reserve Bank,  except that
the plan shall be amended periodically to cover loans or others assets in excess
of $100,000  that are  adversely  classified  or listed for  special  mention in
subsequent  examinations of the Bank or, with respect to loans, in default as to
principal  or  interest  in excess of 90 days as of the date of each  subsequent
examination or visitation. Amended plans based on loans or other assets that are
classified or listed for special  mention or overdue in subsequent  examinations
or visitations  shall be submitted to the Reserve Bank and the Comptroller  with
the next  progress  report,  described by paragraph  13 hereof,  following  each
subsequent examination or visitation.

     7. (a) Within 45 days of this Agreement,  the Bank shall take all necessary
steps to correct all exceptions to the Bank's loan files  reflected in the loans
adversely classified and the loans listed for technical exceptions in the Report
of Examination,  including obtaining accurate and current financial  statements,
updating insurance coverage, and obtaining income/cashflow information.

          (b) Within 60 days of this  Agreement,  the Bank  shall  submit to the
Reserve Bank and the  Comptroller  (1) a written  report  detailing  the actions
taken pursuant to paragraph 7(a) hereof, and (2) written procedures  designed to
ensure that all  extensions of credit comply with the Bank's revised loan policy
concerning required loan documentation and collateral.

     8. (a)  Within 30 days of this  Agreement,  the Bank  shall  establish  and
shall,  thereafter,  continue to maintain,  through charges to current operating
income,  an adequate  valuation  reserve for loan  losses.  The adequacy of this
reserve shall be determined in light of past loss experience,  evaluation of the
potential for losses in the loan portfolio of the Bank (especially the potential
for  unidentified  losses in loans adversely  classified)  and examiners'  other
criticisms. A written record shall be maintained indicating the methodology used
in  determining  the amount of the  reserve  needed  (e.g.,  at a  minimum,  the
methodology  should address the  maintenance of a reserve equal to a sum of : 40
to 50  percent  of  loans  classified  "Doubtful",  10 to 20  percent  of  loans
classified  "Substandard"  and .5 to 1 percent of all other loans).  This record
shall be submitted to the Reserve Bank and the  comptroller for review within 60
days of this Agreement.

     (b)  Notwithstanding  the  provisions  of paragraph  8(a) hereof,  the
Bank's valuation reserve for loan losses shall, within 10 days of this Agreement
and, thereafter, at all times subsequent to date of this Agreement,  equal, at a
minimum, 1.78 percent of the Bank's total loans, excluding Federal funds sold.

     (c) For the purpose of this  paragraph,  the Bank's  total loans shall
not include any loans or portions of loans that have been  adversely  classified
as "Loss" by examiners in any report of examination  or visitation  (which loans
shall be charged  off upon the Bank's  receipt of any report of  examination  or
visitation)  or otherwise  charged off the books of the Bank,  and the amount of
total  loans  shall be the  amount  listed  on line 11 of  Schedule  RC-C of the
Consolidated  Report of Condition of the Bank as reported for each quarter after
the date of this Agreement.

     (d) The  requirement  of this  paragraph  shall not be  construed as a
standard  for  future  operations  of the Bank  after  the  termination  of this
Agreement.  It is  the  intention  of  these  requirements  to  provide  for  an
appropriate  reduction in adversely  classified  assets and to maintain adequate
loan loss reserves during the term of this Agreement.

     9. Within 45 days of this  Agreement,  the Bank shall develop and submit to
the Reserve Bank and the Comptroller  written loan review  procedures.  The loan
review  procedures shall be designed to identify and categorize  problem credits
and to assess the overall quality of the Bank's loan portfolio. These procedures
shall, at a minimum, include the following:

     (a) A description of the risk grades to be assigned to each loan;

     (b) the  designation  of the  individual(s)  who  will be  responsible  for
determining loan grades;

     (c) a description of when loans will be graded; and,

     (d) a mechanism for reporting periodically to the Bank's board of directors
the status of the loan reviews and the action(s)  taken by management to improve
the Bank's position on each loan adversely graded.

     10.  Within 45 days of this  Agreement,  the Bank shall  amend its  present
written loan policies and procedures and shall submit such amended  policies and
procedures  to the Reserve Bank and the  Comptroller.  The amended loan policies
and procedures shall include, but not be limited to, the following:

     (a) The  establishment  of procedures  for performing  credit  evaluations,
including,  at a minimum,  (1)  reviewing  current  (less  than 12 months  old)
balance  sheet  and  income  information,  (2)  determining  business  trends by
obtaining  statements  for the previous two years for existing  businesses,  (3)
reviewing  the  applicant's  liquidity,  cash flow and  leverage  position,  (4)
determining  the  applicant's  current  status and payment record on outstanding
debts,   (5)  obtaining   credit  bureau  reports,   (6)  verifying   contingent
liabilities,  and (7) obtaining all other necessary  documentation regarding the
applicant, guarantor, and/or collateral;

     (b) guidelines for determining  when audited  financial  statements of loan
customers  will  be  required  in  lieu  of  applicant  prepared  statements  or
compilations;

     (c)  guidelines  for loans secured by real estate  and/or income  producing
properties,  including appraisal  requirements and requirements for minimum debt
service coverage ratios and minimum dollar amounts on which an outside appraisal
will be required;

     (d) procedures  designed to ensure that  extensions of credit are generally
made to borrowers within the Bank's defined trade area;

     (e) procedures  for  establishing  repayment  plans at the inception on all
extensions of credit;

     (f)  guidelines for placing loans on nonaccrual  status in conformity  with
call report instructions; and,

     (g)  procedures  for  exceptions  to the loan  policy,  including  required
documentation by the account officer and approval by the board of directors.

     11. (a) Within 60 days of this Agreement, the Bank shall submit to the
Reserve Bank and the Comptroller a written  strategic plan concerning the Bank's
proposed business  activities for 1992. This plan shall at a minimum provide for
or describe:

         (1) The  responsibilities  of the Bank's board of directors towards the
definition,  approval,  implementation and monitoring of the strategic plan, and
the  procedures  designed to ensure  that the board of  directors  fulfill  such
responsibilities;

         (2) management, lending, and operational objectives, given the 
condition of the Bank as reflected in the Report of Examination;

         (3) an  identification of the major areas in and the means by which the
Bank will seek to improve its operational and earnings performance;

         (4) the operating  assumptions  that form the basis for major projected
income and expense components and the sources and uses of cash flow;

         (5) financial performance objectives, including plans for asset growth,
earnings,  liquidity and capital supported by detailed  quarterly and annual pro
forma financial  statements,  including projected budgets, cash flow statements,
balance sheets and income statements;

         (6) the  establishment  of a  quarterly  review  process to monitor the
actual income, expenses and net cash flow of the Bank in comparison to budgetary
projections; and,
quarterly  and annual  budgets  and cash flow  statements  and  quarter-end  and
year-end balance sheet and income statements for the Bank.

         (b) A strategic plan for each calendar year subsequent to 1992 shall be
submitted  to the Reserve Bank and the  Comptroller  at least one month prior to
the beginning of that calendar year. The revised projected  quarterly and annual
financial statements required by paragraph 11(1)(7) hereof shall be submitted to
the Reserve Bank and the Comptroller  within 30 days of the end of each calendar
quarter.

     12. The plans, policies, and procedures required by paragraphs 2(a), 6,
7(b)(2),  9,  and 10  hereof  shall be  submitted  to the  Reserve  Bank and the
Comptroller  for review and approval.  The Reserve Bank and the  Comptroller may
comment  on the  plans,  policies  and  procedures  within 10  business  days of
receipt.  Acceptable plans,  policies,  and procedures shall be submitted to the
Reserve  Bank and the  Comptroller  within  the time  periods  set forth in this
Agreement.  The Bank shall adopt all approved  plans,  policies  and  procedures
within 10 business days of approval by the Reserve Bank and the  Comptroller and
then shall fully comply with them.  During the term of this Agreement,  the Bank
shall not amend or rescind the approved plans,  policies, and procedures without
the prior written approval of the Reserve Bank and the Comptroller.

     13. Within 30 days of the end of each calendar  quarter (March 31, June
30,  September 30, and December 31) following  the date of this  Agreement,  the
Bank shall  furnish to the Reserve  Bank and the  Comptroller  written  progress
reports  detailing the form and manner of all actions taken to ensure compliance
with this Agreement and the results  thereof,  including  updated reports on all
asset improvement  plans required by paragraph 6 hereof.  The board of directors
of the Bank shall  certify in writing to the  Reserve  Bank and the  Comptroller
that each director has reviewed each quarterly  progress report required by this
paragraph.  Such reports may be discontinued  when corrections  required by this
Agreement have been accomplished, and the Reserve Bank and the Comptroller have,
in writing, released the Bank from making further reports.

    14. All communications regarding this Agreement shall be sent to:

         (a)      Mr. Ronald N. Zimmerman
                  Vice President
                  Federal Reserve Bank of Atlanta
                  104 Marietta St., N.W.
                  Atlanta, Georgia 30303-2713

         (b)      Mr. Gerald A. Lewis
                  State Comptroller and Banking Commissioner
                  Office of the Comptroller
                  State of Florida
                  Tallahassee, Florida 32399-0350

         (c)      Mr. George W. Jordan
                  President
                  Florida First International Bank
                  Post Office Box 6699
                  Hollywood, Florida 33081

     15.  Notwithstanding  any provision of this Agreement to the contrary,
the  Reserve  Bank and the  Comptroller  may,  in their sole  discretion,  grant
written  extensions  of time to the Bank to comply  with any  provision  of this
Agreement.

     16. The  provisions of this  Agreement  shall be binding upon the Bank,
all of its  institution-affiliated  parties,  in their  capacities as such,  and
their successors and assigns.

     17.  Each  provision  of this  Agreement  shall  remain  effective  and
enforceable until stayed, modified,  terminated or suspended by the Reserve Bank
and the Comptroller.

     18. The provision of this  Agreement  shall not bar, estop or otherwise
prevent the Board of Governors or the  Comptroller  from taking any other action
affecting  the  Bank  or any of its  current  or  former  institution-affiliated
parties and their successors and assigns.

     19. This Agreement is a "written agreement" for the purposes of section
8 of the FDI Act (12 U.S.C. 1818).

     20. As of the date of this  Agreement,  the  Written  Agreement  by and
among the Bank, the Reserve Bank, and the Comptroller, dated January 9, 1969, is
terminated.


         IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to the
executed as of the 17th day of March, 1992.


Florida First International Bank                   Federal Reserve Bank

By  s/ "G.W. Jordan"                               By s/ "Marion P. Rivers III"
         President

                                     State Comptroller and Banking
                                     Commissioner of the State of
                                     Florida

                                     By  s/"Gerald Lewis"


         The  undersigned  directors of the Bank each  acknowledges  reading the
foregoing Agreement and approves of the consent thereto by the Bank.


s/"Sylvia M. Berman"                                s/"Robert J. Steinmetz"
s/"Frank D. Camperlengo"                            s/"Howard S. Wolkowitz"
s/"George W. Jordan"



                             SOUTHERN SECURITY BANK


                        ASSET/LIABILITY MANAGEMENT POLICY




                             REVIEWED: MAY 27, 1997

                             APPROVED: MAY 27, 1997

                             MODIFIED: JULY 22, 1997


                             SOUTHERN SECURITY BANK
                        ASSET/LIABILITY MANAGEMENT POLICY


        I.        STATEMENT OF POLICY....................................1

       II.        AUTHORITY FOR ASSET/LIABILITY MANAGEMENT COMMITTEE.....1

      III.        ASSET/LIABILITY MANAGEMENT COMMITTEE...................2

       IV.        ANNUAL PROFIT PLAN.....................................4

        V.        LIQUIDITY POLICY.......................................4

       VI.        PRIMARY FUNDING NEEDS AND SOURCES......................7

      VII.        OFF BALANCE SHEET POLICY...............................8

     VIII.        INTERBANK LIABILITIES (REGULATION F)...................9




<PAGE>



                        ASSET/LIABILITY MANAGEMENT POLICY

Southern  Security  Bank is a full service  banking  institution  organized  and
operated to meet the financial needs of individuals and business  throughout the
Broward County Area.


I.       STATEMENT OF POLICY

A.        Asset/Liability  Management is the  coordination  of all balance sheet
          categories so as to maximize  shareholder  wealth. The actual practice
          of Asset/Liability  Management focuses on the narrower asset/liability
          relationship   between   variable   rate  assets  and  variable   rate
          liabilities.  The advent of deregulation caused financial  institution
          management to assess its ability to reinvest  variable cost funds into
          profitable  investments  to  maintain  stable  profitability.  Because
          banking is an industry that is changing  together with the fluctuating
          nature of the local and national economies,  this policy is subject to
          change  as  needed.  The  asset/liability   management  objectives  of
          Southern Security Bank include the following.

         1.       Managing net interest margins.
         2.       managing profitability.
         3.       Controlling interest rate risk exposure (GAP analysis).
         4.       Insuring liquidity
         5.       Performing balance sheet planning  (maintaining the ability to
                  meet loan demand and deposit withdrawals).
         6. Perform tax planning. 7. Plan bank funding.

B.       It shall be the policy of the Bank's  management  to achieve  the above
         objective in the functioning of its Asset/Liability  Management Policy.
         Quantitative  goals shall be  established  to fit these  objectives  in
         light of the operating environment and long-term planning goals.

C.       Foremost  among the policies to govern  Asset/Liability  Management  is
         that of requiring full compliance with all state and federal laws.

II.      AUTHORITY FOR ASSET/LIABILITY MANAGEMENT COMMITTEE

         Asset/Liability  management  policies of the bank are under the purview
         of the  Board of  Directors  who  shall  delegate  authority  for their
         formulation  and  administration  to  the  Asset/Liability   Management
         Committee.

III.     ASSET/LIABILITY MANAGEMENT COMMITTEE

A.       An Asset/Liability Management Committee shall be appointed to:

1.        monitoring stress conditions,  financial markets and regulatory change
          on a continuing basis.

2.        manage mix of rate  sensitive  sources and uses of funds over interest
          rate cycle.

3.        evolve key loan deposit  investment  and funds  management  strategies
          consistent with profit planning and long-range goals and objectives.

B.       The  composition  of this  committee  shall include the Chairman of the
         Board,  the  President,  the Chief  Operating  Officer  and the  Senior
         Lending  Officer.  As the staff of Southern  Security Bank increases in
         size and additional officers are employed,  the committee may decide to
         include additional members,  which may include directors.  The Chairman
         of the  committee  shall be the  Chairman  of the Board of the bank who
         shall be responsible  for carrying out the  Asset/Liability  management
         subject to quarterly  review by the Board of Directors or more often if
         conditions dictate.

C.       The Asset/Liability Management Committee shall meet at least monthly or
         more  frequently as conditions  require,  such as in times of increased
         rate volatility and unexpected economic changes.

D.       At its monthly meetings, committee members will review:

         1.       minutes of the previous meetings.
         2.       monthly Asset/Liability funds budget in relation to the actual
                  flow of funds as well as peer group comparisons. The committee
                  will also conduct a spread analysis and determine how well the
                  allocation  of  sources  and uses of funds as well as  related
                  strategies  and programs are working to meet the bank's longer
                  range targets.
         3.       alternative scenarios developed through sensitivity or what if
                  analysis.  These scenarios will  incorporate such variables as
                  expected loan demand, investment  opportunities,  core deposit
                  growth  within  specific   categories,   regulatory   changes,
                  monetary  policy  adjustments  and the  overall  state  of the
                  economy and, in addition, interest rates on particular sources
                  and uses of funds.
         4.       ratio of the amount of rate-sensitive  assets to the amount of
                  rate-sensitive  liabilities which are sensitive within defined
                  time frames,  (i.e.,  90, 180, 365 days). the sensitive assets
                  and rate-sensitive  liabilities and the maturity distribution.
                  Furthermore,  it will review rate-sensitivity  reports as well
                  as  mix/spread  analysis to assess the effects of  anticipated
                  interest  rates and of the volume  and mix of  asset/liability
                  items on net interest margin.
         5.       current and prospective  liquidity  position both on the asset
                  and  liability  sides of the balance  sheet and in relation to
                  rate sensitivity.
         6.       results of the  implementation of funding strategies which are
                  designed to insure that the bank has adequate funds for loans,
                  investments,   deposit   coverage,   debt  repayment  and  the
                  expansion  of  service  capability  when  they are  necessary.
                  Prospective  assessment of the  availability of funds both for
                  shorter term and capital  purposes at a price that will give a
                  reasonable and consistent  return on investment in relation to
                  the risk involved. Weighted average maturity  distribution on
                  money market certificates and $100,000 and larger certificates
                  of deposits.

         7.       balances  maintained with correspondent  banks and other 
                  non-earning assets. 

         8.       ratio of loan loss reserve to outstanding  loans.

         9.       capital levels to  determine  whether  they are  sufficient  
                  to  support  asset growth; to  underwrite  interest rate risk;
                  to match the  expectations  of rating  agencies  and the  
                  marketplace,  and to meet long- and  short-term funding needs.
                  Periodic review of bank's dividend policy.

         10.      tax position.

         11.      recommendations on asset/liability allocations, current months
                  funds budget and action plan.

E.       Discussion  of  information  recommendations  and actions  taken by the
         committee  will be recorded and reported in the minutes of the meeting.
         Copies of these minutes will be  distributed  to the committee  members
         and other key personnel. A copy of the minutes for each meeting will be
         maintained on file in the office of the Chief Executive Officer.

F.       This  committee will be involved in all operations and functions of the
         bank. It requires a management  information  system providing  thorough
         and useful information  quickly  available.  Manual preparation of such
         information is burdensome and time consuming.

G.       The  committee  shall  attempt to be proactive  rather than reactive in
         implementing  and  accomplishing  balance sheet goals. the bank has the
         opportunity  to enter  the  financial  markets  without  burden of old,
         economically outdated operating programs. Such strategy shall include:

         1.       establishing loan pricing closely paralleling the bank's cost
                  of funds.

         2.       providing variable/renegotiable rate loan products which will 
                  change based upon and  appropriate  index.  It  will  be  the
                  intention  of the committee to have these  variable  rate 
                  products  reflect,  as much as possible, changes in the bank's
                  own cost of funds.

         3.       utilizing secondary mortgage market capabilities through loan
                  origination and pass through arrangements to maintain 
                  liquidity.

         4.       assessing  the role of the  investment  portfolio  in light of
                  deregulation of interest rates and tax reform.

         5.       maximizing  investment  yield  subject  to risk  and  maturity
                  considerations.  In addition,  certain hedging devices,  i.e.,
                  interest  rate swaps,  options and loss  programs  may be used
                  from time to time to more effectively manage the portfolio.

         6.       developing  an  investment  portfolio  that is  responsive  to
                  fluctuating  levels of interest rates by  emphasizing  shorter
                  maturities  and  money  market  instruments  to  better  match
                  funding liabilities.

H.       Asset/Liability  Management affects all bank activities.  The remaining
         policy  areas  discovered  herein   interrelate  with   Asset/Liability
         management.


IV.      ANNUAL PROFIT PLAN

         A.       Long-range  plans serve as the basis for profit  plans and the
                  Asset/Liability  Management  Committee  will review  variances
                  from  the  budget  segments  of  these  plans  so that  timely
                  corrective action can be taken or adverse variance with regard
                  to  interest  rates,  volume  levels,  and mix of  assets  and
                  liabilities.

         B.       The committee will also review performance measures quarterly.
                  Based on discernible  changes and trends or patterns,  it will
                  make  alterations  and  strategies  for  loan  policies,  bond
                  portfolio structure and funds acquisitions in order to achieve
                  year-end goals.

         C.       On an operating level, management will have sufficient 
                  authority to react to contingencies daily.

         D.       Sufficient  flexibility  will  be  built  into  the  budgeting
                  process so that variance  analysis  input and rolling  monthly
                  12-month forecasts can be factored on an ongoing basis.

         E.       The Board of  Directors  will  review  each  calendar  quarter
                  comparisons  of actual  versus  planned  results in the annual
                  profit  plan.  These  reviews  will focus on dollar as well as
                  percentage  variances  for the quarter  being  reviewed in the
                  year-to-date results.

V.       LIQUIDITY POLICY

A.        Liquidity  represents  the ability to  accommodate  the most efficient
          decreases in deposits and/or the run-off of other  liabilities as well
          as fund increases in the loan  portfolio,  lines and letters of credit
          and fulfill  short-term  credit needs.  A bank has adequate  liquidity
          potential when it can obtain  sufficient cash promptly at a reasonable
          cost. Liquidity is essential to compensate for expected and unexpected
          balance sheet  fluctuations and to provide funds for growth. The price
          of  liquidity  is a function  of market  conditions  and the degree of
          interest  rate and credit  risk.  If  liquidity  needs are met through
          holdings  of high  quality,  short-term  assets,  the  price is income
          sacrificed by not holding longer term and/or lower quality assets.  If
          liquidity  needs are not met through liquid asset  holdings,  the bank
          may be forced to acquire  additional  liabilities under adverse market
          conditions at excessively high rates. Determination of the adequacy of
          the bank's liquidity position depends on the analysis of:

                  1.       historical funding requirements.
                  2.       current liquidity position.
                  3.       anticipated future funding needs.
                  4.       options for reducing funding needs or attracting 
                           additional funds.
                  5.       sources of funds.

B.       To insure  adequate  liquidity  or a safe  pattern  of cash  flows in a
         fluctuating rate environment,  the Asset/Liability Management Committee
         will consider the implementation of three strategies:


         1.       Extending  the  maturities  of the bank's  liabilities  unless
                  interest rates are heading downward.
         2.       Diversifying  the  bank's  sources  of  funds,  including  the
                  development of new funding sources.
         3.       matching the maturity of assets and  liabilities,  recognizing
                  that this  strategy  usually  causes a higher  cost of funding
                  assets than maturity mismatching.

C.       In assessing  liquidity,  the committee will consider  current position
         and  future  outlook.   It  will  especially  monitor  large  liability
         dependence,  temporary  investments  to large  liabilities,  fixed rate
         assets to core deposits and loans to deposits.

D.       To provide funds to satisfy liquidity needs, the bank must do one or
         more of the  following:

         1.       Dispose of liquid assets.
         2.       Increase short-term borrowing or issue additional short-term
                  deposit liabilities.
         3.       Decrease holdings of non-liquid assets.
         4.       Increase liabilities of a term nature.
         5.       Increase capital funds.

E.       The committee will guide the bank's funding operations according to the
         following principles:

         1.       Compete for stable  deposit  money by  building  multi-service
                  customer relationships.
         2.       Lengthen the maturity of purchased  liabilities  unless longer
                  term rates so far exceed  current  or  prospective  short-term
                  rates as to make this option unfeasible.
         3.       Diversify  sources of funds by maintaining an active  presence
                  in as many money markets as possible for a small bank.
         4.       Promote buyer/seller  relations and market reputations so that
                  investor  confidence  will  enable the bank to raise  funds it
                  needs when it needs them at reasonable rates.
         5.       Plan and arrange for contingency  funding through a variety of
                  sources before adverse market conditions cause difficulty.
         6.       Conduct  frequent  profitability  analysis of deposit accounts
                  relationship  and compare funds cost with those of alternative
                  sources.

F.       Liquidity targets and guidelines.  It should be understood that targets
         are just that and if not met, an  acceptable  explanation  will follow.
         Guidelines should not be violated unless prior approval is obtained. As
         follows.

         1. A net loan to deposit  ratio of 80%  maximum.  (Guideline,  refer to
            loan  policy)

         2. Net Loans & Leases (&  Capital)  of not  greater  than
            8.0%. (Target, refer to loan  policy)

         3. Net loans to total  assets of not more than 75%.  (Target,  refer to
            loan  policy).

         4.  Commercial  loans to total loans not to exceed 60%.
            (Target, refer to loan policy).

         5.  Consumer Loans to total loans not to exceed 50%. (Target, refer to
             loan policy).
         6.  Real Estate Loans to total loans not to exceed 60%. (Target, refer
             to loan policy).
         7.  Temporary Investments to average total assets of 10% - 20%.
            (Guideline)
             Temporary  investments are interest  bearing balances due from
             depository  institutions,  federal  funds sold and  securities
             purchased under agreements to resell,  trading-account assets,
             and debt  securities  with  remaining  maturities  or earliest
             repricing opportunity of one year or less.
         8.  Certificates of deposits, borrowing and public funds should account
             for less than 50% of total assets. (Target)
         9.  Borrowing to total capital should be less than 200%. (Guideline)
         10. The rate sensitive asset to rate sensitive liability ration from 0
             to 90 days should  be maintained between .80 to 1.20. (Target).
         11. The rate sensitive asset to rate sensitive liability ration from
             91 - 365 days should be maintained between .80 to 1.20. (Target).
         12. Zero to 90 day GAP to total  assets  shall not exceed -10% to +10%.
             (Target)  13. 91 - 365 day GAP to total assets shall not exceed 
             -10% to +10%. (Target) 14. Zero to 190 day rate sensitive loans to
             total loans, 50% to 70%.  (Guideline) 15. Net Liquidity to Net 
             Liability,  more than  20%. (Target) Net Liquidity is cash,
              due from  banks,  fed funds  sold,  interest-bearing  deposits
              maturing  in  30  days  or  less,  and  market  value  of  all
              unencumbered,    rated,   investment-grade   securities.   Net
              Liability is total deposits less due from banks.
         16. Short term liquidity divided by total assets should be greater than
             20%. (Target)
         17. Riskless Assets to Total Assets 10% to 25%. (Guideline) Riskless
             Assets are cash & due from, U.S.  treasuries and government agency
             securities less pledge amount,  FDIC insured  certificates of 
             deposits,  cash and federal funds sold.
         18. In determining the spread rate (rate differential) between marginal
             liability cost and marginal yield, reserve requirements, taxes and
             deposit insurance must be considered incremental costs for cost of
             funds calculations.  The resulting net spread should not be less 
             than 3%.  (Target)
         19. Gross Off Balance sheet items to total assets should not be greater
             than 10%.  (Target)
         20.  Volatile Liability Dependence Ratio should be less than a Plus 10%
              and preferable a negative ratio.  (Target)

G.       A small bank runs an extreme  risk of  illiquidity  quickly  due to the
         risk of loans transferred from other institutions  inherently exceeding
         the  transfer  of  deposits.  Therefore,  it  is  imperative  that  the
         established  policy be adhered to as it relates to prudent maximum loan
         limits rather than the legal maximum  limits which relate to the amount
         of  capital  not  liquidity.  A loan  policy  has been  adopted  and is
         referenced hereto.

H.       Similarly,  long-range  investment  strategies  based on the investment
         Policy  incorporated  herein  must have  regard  for  liquidity  needs.
         Liquidity is sought while at the same time minimizing the cost of those
         funds. It must be expected to experience cyclical deposit  fluctuations
         particularly in the Florida economy and to a lesser degree, loan demand
         fluctuations. The Asset/Liability Management Committee will endeavor to
         make

         educated predictions for funding requirements and investments which can
         be purchased with these requirements in mind.

I.       There should be established unsecured  (preferably) or secured lines of
         credit with correspondent  banks.  Preferably at least two lines should
         be  established.  Diversification  reduces  dependency  on  any  single
         supplier.  The bank should not exceed its capacity to borrow in any one
         area or market.  The committee shall determine an appropriate  level of
         borrowing   that  the  bank  may  have.   Initially  it  shall  be  the
         responsibility of the committee to arrange for lines of credit at other
         financial institutions.  These lines of credit shall include fed funds,
         repo's and the Federal Reserve discount window.

VI.      PRIMARY FUNDING NEEDS AND SOURCES

Primary  funding needs and sources are measured by our need and ability to raise
cash at a reasonable  cost or minimum loss.  Our bank must be capable of meeting
all  customer  obligations  at  all  times.  Specifically,  we  must  meet  cash
withdrawal  requirements,   fund  lines  and  letters  of  credit,  and  fulfill
short-term credit needs.  Practically,  we will achieve sufficient  liquidity by
the following procedures:

         1.       Pursuit of core deposits.
         2.       We  should  have  part of our  investment  portfolio  maturing
                  within one year.  As these  investments  mature,  they will be
                  used to meet the bank's cash needs or they will be  reinvested
                  to maintain a desired liquidity position.
         3.       We will attempt to define  volatile  deposits  existing in our
                  money market savings  account (i.e.,  accounts over $100,000).
                  This  balance in the account  will be  classified  as volatile
                  money and we will keep at least an amount equal to this in our
                  Fed funds sold account to offset volatile deposits. This money
                  in Fed funds would then become a temporary source of liquidity
                  if needed.
         4.       We may apply for a second line of credit from the
                  Federal Reserve or a correspondent to be used if needed.
         5.       Should  we  experience  temporary  high loan  demand,  we will
                  attempt  to  meet  it  by  selling   loans  to   correspondent
                  banks.
         6.       In terms of  illiquidity,  we could explore the possibility of
                  raising  money by buying  money  from such  sources  as the CD
                  market.
         7.       For  liquidity  purposes  we are  classifying  our  investment
                  portfolio into liquidity and income  designations.  Government
                  agency, and other short-term  investments  maturing within two
                  years, and municipal securities maturing within one year, will
                  be designated as "liquid" investments,  while investments with
                  maturities greater than the above criterion will be considered
                  "income" investments.
         8.       We will  attempt to  forecast  loan and  deposit  expectations
                  through  the use of  historical  trends  and  future  economic
                  expectations.  These  projections  will  enable us to plan for
                  seasonal   liquidity   needs  rather  than  react  hastily  to
                  liquidity pressure.
         9.       Should the bank become  illiquid in spite of these  steps,  we
                  will curtail  lending.  The first step is to cease making real
                  estate  mortgage   loans;   the  second  is  to  cease  making
                  commercial  loans;  the third  step  will be to slow  consumer
                  loans; and the
                  fourth  step is to refuse  loans to new  customers.  Only as a
                  last resort will we refuse short-term working capital loans to
                  existing   commercial   customers  or   short-term   loans  to
                  individual customers.

VII.     OFF BALANCE SHEET POLICY

The Off Balance Sheet items  (contingent  liabilities)  of the bank will consist
primarily of unused  portions of committed  lines of credit where the bank has a
legal  obligation  to fund these unused  portions  when called upon.  Said legal
obligation  arises from the  acceptance  of a  commitment  fee from the borrower
whether or not the loan has actually closed.

Additionally,  while  the bank is not at this  time  seeking  to  engage  in the
issuance of standby or trade letters of credit,  we recognize the possibility of
being called upon to do so by existing customers.  Any letter of credit activity
will  be  subject  to  the  same  policy,  procedures,   credit  and  collateral
requirements  that any loan request is subject to and once paid for, will become
an Off Balance Sheet Item until it is called upon or expires.

Because of liquidity  considerations and their generally lower profit potential,
total  exposure in letters of credit will be reviewed  monthly by the Director's
Loan Committee.

Because of liquidity considerations, all unused portions of lines of credit will
be reviewed by the Director's Loan Committee monthly,  said total to be compared
to the bank's average excess liquidity for the prior thirty-day period.

Loans of credit in excess of  officer's  authority  will be  subject  to lending
authorities set forth in the bank's Loan Policy.

VIII.             INTERBANK LIABILITIES REGULATION(S)

Credit  Exposure that may exist between the Bank and its  correspondent  banking
relationship  with  outside  correspondents,  as that term is defined in Federal
Reserve Regulation F, shall at all times be monitored and controlled as required
by that regulation.

A.        No less frequently than quarterly, the Bank's Chief Operating Officer,
          or in  its  absence  the  Senior  Loan  Officer,  or  such  designated
          "Responsible  Officer"  as  specified  and  directed  by the  Board of
          Directors,  shall review the call reports,  annual  reports,  and such
          other publicly available  information as the Responsible Officer shall
          deem appropriate  concerning each correspondent to which this Bank has
          a "significant exposure". For purposes herein,  "significant exposure"
          shall be  deemed  to exist  whenever  the  exposure  of this Bank to a
          correspondent  is more  than  $100,000  on a  monthly  average  basis.
          Exposure shall be measured by using the actual amount owed to the Bank
          on all exposure  types.  This is to include the sale of federal  funds
          (exclusive of agent status).

B.       The Responsible Officer shall conduct such reviews more frequently than
         quarterly  if  prudent  to do so,  based  upon the size and type of the
         Bank's exposure and the financial condition of such  correspondent.  In
         assessing the financial condition of each
         correspondent,  the Responsible Officer shall consider at a minimum the
         following financial characteristics of the correspondent's:

         1. Capital level;
         2. Level of  non-accruals  and past due loans and  leases; 
         3. Level of
         earnings; 
         4. Factors affecting the correspondent financial condition.

In such  assessments,  the  Responsible  Officer may also take into  account the
rating of the correspondent by a bank rating agency whose general assessment and
selection criteria have been reviewed and approved by the Board of Directors. At
present, this board has reviewed and approved the criteria of the following bank
rating agency:

                  Bauer Financial Reports, Inc.
                  P.O. Drawer 145510
                  Coral Gables, Florida 35114

This  board  recognizes  the need to  establish  a  current  list of  acceptable
correspondents.  The list of  institutions  initially  identified is neither all
inclusive or deemed an approval of a  nonqualifying  institution  as required by
this policy:
                  Independent Bankers Bank - Orlando Florida
                  Compass Bank - Birmingham, Alabama
                  First Union National Bank, Charlotte, North Carolina
                  Chase Manhattan Bank - New York, New York
                  Fleet Bank - Providence, Rhode Island

C.        The  Responsible  Officer shall  determine  whether the  correspondent
          qualified  as  at  least   "adequately   capitalized"  as  defined  in
          Regulation F. At present that standard  requires the  correspondent to
          have at a minimum:

         1.       - Total Risk Based Capital Ratio of 8.0%
                  - Tier 1 Risk  Based  Capital  Ratio of 4.0%;  and -  Leverage
                  Ratio of 4.0%.
         2.       If  the   numerical   values  as  defined   above  in  Section
                  4.20[C](1,2,3)  are  not  equal  to or  exceed  those  minimum
                  requirements  as defined by Regulation  "F" for an "Adequately
                  Capitalized"   correspondent,   those   minimum   requirements
                  stipulated   in  Regulation   "F"  shall  be  the   applicable
                  qualifications. The Responsible Officer shall:

                  a.       begin applying the amended standards immediately; and

                  b.       bring   such   changes  to  the   attention   of  the
                           Asset/Liability  Committee  immediately,  and  to the
                           Board of Directors at its next regular  meeting after
                           the Responsible Officer becomes aware of the changes,
                           so that it may revise this policy.
         3.       Additionally,  the bank should limit exposure to correspondent
                  banks in the form of  noninterest  and  interest  bearing FDIC
                  insured accounts and federal funds
                  exclusive of agent  status).  The limit for these  balances on
                  inter-day and intra-day  transactions are 10% of total assets.
                  The  maturity  of  such  exposure  should  be  daily  but  may
                  occasionally  extend to seven days  (except  for FDIC  insured
                  time  deposits   which  should  not  exceed  one  year).   The
                  correspondent  should  also  meet the  following  quantitative
                  measures: a. Nonperforming Assets/Assets equal to or less than
                  1.25% b.  Repossessed  Assets/Total  Assets equal to less than
                  1.25% c. Return on Assets equal to or more than .75%.

D.       The Bank shall neither establish nor (to the extent possible)  continue
         a significant exposure to a correspondent in which the form or maturity
         of the exposure and the financial condition of the correspondent create
         a significant  risk that the payments  expected by the Bank will not be
         made in full or on time.

         1.       If a correspondent  relationship which initially complied with
                  Bank   policy   later   becomes   non-complying   because   of
                  deterioration of the financial condition of the correspondent,
                  market changes or any other reason,  the  Responsible  Officer
                  shall terminate and close out the  relationship,  or reduce it
                  to an insignificant  level as rapidly as possible,  consistent
                  with prudent banking standards.

          2.      The  Responsible  Officer shall report all such  situations,
                  the  remedial  action  taken and the  results of that action
                  immediately  to the  Executive  Committee  of the  Board  of
                  Directors,  and to  the  Board  of  Directors  at  its  next
                  schedule meeting.

E.        The Bank's internal financial  limit for its  exposure  to any
          institutional  correspondent  shall be established and recorded on the
          "Bank's  Interbank  Liability  (Regulation F) Control  Records".  (See
          Appendix for Control Record format.)

         1.       The Board of Directors  shall review these limits from time to
                  time  upon  recommendations  of  management  or  upon  its own
                  motion,  and revise those limits up or down either as a global
                  change applicable to all correspondent  relationships,  or for
                  any or each specific correspondent(s) as it deems appropriate.

         2.       Bank management  shall use only the most current revision of 
                  each form in determining  what are the internal limits of the
                  Bank for exposures  to  correspondents.  Each  officer  
                  responsible  for  a  corespondent relationship of the Bank 
                  shall structure that relationship so as to preclude the
                  possibility  of the  relationship  growing to a size in excess
                  of the applicable internal  limit unless such growth is merely
                  an  occasional  anomaly,  resulting from  unusual  market
                  disturbances,  market  movements  favorable  to the Bank,
                  increases in activity, operational problems, or other unusual
                  circumstances.

F.        Procedure to determine  the Bank's  internal  financial  limit for its
          exposure to any institutional correspondent.

         1.       At least quarterly, determine the size of the exposure in each
                  present or proposed correspondent relationship of the Bank.


         2.       If the exposure is not  "significant" as defined herein, go to
                  Step 3. If the  exposure is  "significant"  as defined,  go to
                  Step 4.

         3.       Monitor the size of the  exposure  retroactively  on a monthly
                  basis,  or more  frequently  if  appropriate.  If the exposure
                  becomes significant, to Step 4.

         4.       Review each correspondent's latest call report, annual report,
                  rating by any bank rating service  approved in the Policy,  or
                  any other available  financial and other information about the
                  correspondent to determine  whether it has at lest the capital
                  as defined in item C of this section.

         5.       If the correspondent does not meet all of those three
                  requirements, determine how best to reduce the Bank's exposure
                  to that correspondent below the level defined as "significant"
                  in the Policy.  Alternatively, determine how to eliminate that
                  exposure  completely.  Weigh the risks and costs of each
                  alternative against the risks and costs of  continuing  the  
                  relationship  at its present  level or some level higher than
                  the lowest figure which  constitutes a "significant"  exposure
                  under the Policy until its normal  liquidation if it is one 
                  which will  liquidate  normally at a fixed time in the future.
                  Document these processes  and report  them to the  Executive 
                  Committee  of the Board of Directors.

         6.       If  the  correspondent  does  not  meet  all  three  of  those
                  requirements,  compare the  size of the Bank's  exposure to
                  that  correspondent  with  the  limits  stated  in the  Bank's
                  interbank  liability control record  established by the
                  Policy.

         7.       If the  exposure  is less  than  the  applicable  limit on the
                  control  record,  note that the fact in the working papers and
                  repeat the above steps at the next regular monitoring.

         8.       If the  exposure is greater than the  applicable  limit in the
                  Bank's control record,  the  Responsible  Officer shall reduce
                  the  exposure at or below the level limit  amount,  unless the
                  excess is merely an  occasional  one,  resulting  from unusual
                  market  disturbances,  market movements favorable to the Bank,
                  increases in activity,  operation  problems,  or other unusual
                  circumstances. Document these activities.

G.       Compliance  officer's Procedure to determine the Bank's compliance with
         its   internal   financial   limit  for   exposure   to   institutional
         correspondent(s).

         1.       At least annually, obtain all records regarding the monitoring
                  of interbank  exposure pursuant to the Bank's policy since the
                  immediately previous review by the Compliance Officer.

         2.       If the number of correspondent  relationships  the Bank has is
                  not  large,  review  all of  them.  If it is  large,  select a
                  representative sample for review, and review them.

         3.       Note whether correct determinations of the size and compliance
                  or lack  thereof  with  the  Bank's  policy  were  made by the
                  Responsible Officer.

         4.       Note  whether all  corrective  actions  required by the Bank's
                  policy and  procedure  were taken and  reported  to the Bank's
                  Executive Committee and/or the Board of Directors.

         5. Advise the Bank's auditor of the results of this examination.

H.       To override  internal limits as to Interbank  Liabilities  will require
         documenting  the processes and the situation.  Authority is vested with
         the  Chief  executive  Officer  to  override  the  limitations   herein
         established.