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                                                                  EXHIBIT 10(f)


                              EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of June 1, 1999 (this "Agreement"), between
MOBILE AMERICA CORPORATION, a Florida corporation ("Company") and THOMAS J.
McCORKLE ("Executive").

                                  WITNESSETH:

WHEREAS, Executive is currently serving as a Vice President of the Company; and

WHEREAS, Company and the Executive desire to enter into this Agreement for
employment.

NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
Company and Executive hereby agree as follows:

1.       Agreement to Employ.

         Upon the terms and subject to the conditions of this Agreement, the
         Company hereby employs Executive and Executive hereby accepts
         employment by the Company.

2.       Term; Position and Responsibilities.

         a)       Term of Employment. The employment of Executive pursuant
                  hereto shall commence on the date of this Agreement (the
                  "Effective Date"), and shall remain in effect for a term
                  expiring on the third anniversary of the Effective Date
                  unless sooner terminated pursuant to the provisions of
                  Section 6 hereof (the "Term").

         b)       Position and Responsibilities. During the Term, Executive
                  will be employed as Vice President and, in addition, in such
                  other executive capacity or capacities for the Company as may
                  be agreed from time to time by Executive and the Company, and
                  he will devote substantially all of his skill, knowledge and
                  working time to the conscientious performance of such duties,
                  except (i) for reasonable vacation time and absence for
                  sickness or similar disability and (ii) such time, reasonably
                  determined by Executive, as may be devoted to the fulfillment
                  of civic and personal responsibilities. Executive hereby
                  represents that his employment hereunder and compliance by
                  him with the terms and conditions of this Agreement will not
                  conflict with or result in the breach of any agreement to
                  which he is a party or by which he may be bound.

3.       Compensation.

         As full compensation for all services to be rendered by Executive in
         the capacities referred to in the Agreement, Executive shall receive
         an annual base salary of $134,620.08, payable in accordance with the
         Company's payroll practices in effect from time to time. The annual
         base salary hereunder shall be subject to increase (but not decrease)
         each year in accordance with the Company's annual review of
         Executive's annual base salary. In addition to his annual base salary,
         Executive shall be eligible to receive, consistent with any existing
         Company executive bonus policies in effect from time to time, an
         annual bonus determined in the Company's sole discretion based on the
         Company's executive bonus criteria.


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4.       Benefits.

         During the Term:

         a)       General. The Company will provide life insurance, medical
                  insurance and other benefits (including its money purchase
                  pension plan) comparable to those provided from time to time
                  to the Company's other executive officers;

         b)       Vacation and Sick Leave. Executive shall be entitled to paid
                  vacation and to reasonable sick leave in accordance with the
                  Company's policies as in effect from time to time; and

         c)       Living Accommodations. So long as Executive is employed by
                  the Company in South Florida, the Company will provide living
                  facilities similar to Executive's current facilities, less
                  $500 per month payable by Executive.

5.       Expenses.

         The Company shall reimburse Executive for reasonable travel, lodging,
         meal and other reasonable expenses incurred by him in connection with
         his performance of services hereunder upon submission of evidence,
         reasonably satisfactory to the Company, of the incurrence and purpose
         of each such expense.

6.       Termination of Employment.

         a)       Termination Due to Death or Disability. Executive's
                  employment shall automatically terminate upon his death or in
                  accordance with Section 6(g) upon the Company's determination
                  of his Disability (provided Executive has not returned to the
                  full time performance of his duties during the 30 day notice
                  period). For purposes of this Agreement, "Disability" shall
                  mean a physical or mental disability or infirmity (other than
                  Executive's existing dyslexia) that prevents the performance
                  by Executive of his duties hereunder lasting (or likely to
                  last, based on competent medical evidence) for a continuous
                  period of six months or longer. The reasoned and good faith
                  judgment of the Company as to Disability shall be final and
                  shall be based on such competent medical evidence as shall be
                  presented to it by Executive or by any physician or group of
                  physicians or other competent medical experts employed by
                  Executive or the Company.

         b)       Termination by the Company for Cause. Executive's employment
                  with the Company may be terminated for "Cause" by the
                  Company. "Cause" shall mean (i) the failure by Executive to
                  substantially perform his duties (other than as a result of a
                  physical or mental disability or infirmity) and continuance
                  of such failure for more than 30 days after the Company
                  notifies Executive in writing that he is failing to
                  substantially perform his duties, provided that such writing
                  shall set forth the facts and circumstances giving rise to
                  such claim, (ii) Executive's engaging in willful misconduct
                  (including, without limitation, any criminal, fraudulent or
                  dishonest conduct) that is materially injurious to the
                  Company or any of its affiliates or subsidiaries, (iii)
                  Executive's conviction of, or entering a plea of nolo
                  contendere to, any crime that constitutes a felony (exclusive
                  of (x) traffic-related offenses, and (y) environmental, labor
                  and other offenses related to the operation of the Company
                  where Executive is adjudged to have acted in good faith in
                  what he reasonably believed to be the best interest of the
                  Company) or involves moral turpitude, or (iv) the breach by
                  Executive of any written covenant or agreement with the
                  Company or any of its affiliates not to disclose any
                  information pertaining to the Company or any of its
                  affiliates (except where such disclosure by Executive is made
                  in good faith in what he reasonably believes to be the best
                  interest of the Company) or not to compete or interfere with
                  the Company or any of its affiliates.


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         c)       Termination by Executive for Good Reason. Executive may
                  terminate his employment for "Good Reason". "Good Reason"
                  shall mean a termination of employment by Executive upon 30
                  days notice following (i) the failure of the Company timely
                  to pay Executive's salary, bonus or benefits or otherwise to
                  perform its obligations under this Agreement, (ii) the
                  Company requiring Executive to relocate outside the State of
                  Florida or to West Florida, or (iii) the Company's reduction
                  (but not modification) of Executive's responsibilities
                  materially below executive level responsibilities, provided
                  that (x) Executive shall have given the Company written
                  notice of the circumstances constituting Good Reason and the
                  Company shall have failed to cure such circumstances within
                  20 days (5 days for monetary defaults), and (y) Executive
                  shall not have caused the occurrence constituting Good Reason
                  through the exercise of his authority as an officer of the
                  Company.

         d)       Termination Without Cause. The Company or Executive may
                  terminate Executive's employment with the Company "Without
                  Cause" upon 90 days written notice to the non-terminating
                  party. A termination "Without Cause" shall mean a termination
                  of employment by the Company other than due to death or
                  Disability as described in Section a) or for Cause as defined
                  in Section 6b) or a termination of employment by Executive
                  other than for Good Reason.

         e)       Notice and Effect of Termination. Any termination of
                  Executive's employment by the Company pursuant to Section a)
                  (in the case of Disability), b) or 6d), or by Executive
                  pursuant to Section c) or 6d), shall be communicated by a
                  written "Notice of Termination" addressed to Executive or the
                  Company, as appropriate. A "Notice of Termination" shall mean
                  a notice stating that Executive's employment hereunder has
                  been or will be terminated, indicating the specific
                  termination provisions in this Agreement relied upon and
                  setting forth in reasonable detail the facts and
                  circumstances claimed to provide a basis for such termination
                  of employment.

         f)       Payments Upon Certain Terminations.

                  i)       Termination Without Cause or for Good Reason. In the
                           event of a termination of Executive's employment by
                           the Company Without Cause or a termination by
                           Executive of his employment with the Company for
                           Good Reason, in either case before the second
                           anniversary of the Effective Date, the Company shall
                           pay to Executive (x) his base salary at the annual
                           base rate in effect immediately prior to the Date of
                           Termination (as defined in Section 6(g) below)
                           during the Severance Period, less (y) the total
                           compensation (whether received as salary, consulting
                           fee or otherwise and calculated on a pre-tax basis)
                           accrued, earned or received by Executive from any
                           new employer, client or contractor during the
                           Severance Period, provided that the Company may, at
                           any time and at its discretion, pay to Executive in
                           a single lump sum an amount equal to the Company's
                           good faith determination of the present value of the
                           installments of the base salary remaining to be paid
                           to Executive, as of the date of such lump sum
                           payment, calculated using a discount rate equal to
                           the then prevailing interest rate payable on direct
                           obligations of the U.S. Treasury having a term as
                           close as practicable to the period from the date of
                           termination of employment through the last day of
                           the Severance Period. "Severance Period" means a
                           period beginning on the date on which Notice of
                           Termination is effective as provided by Section 6(e)
                           or, if no such Notice is given, the date of
                           termination of employment (the "Notice Date") and
                           continuing until the second anniversary of the
                           Effective Date.


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                           In addition, during the Severance Period, Executive
                           will continue to receive the benefits to which he
                           was entitled pursuant to Section 4 (a) as of the
                           Date of Termination. If for any reason at any time
                           the Company is unable to treat Executive as being or
                           having been an employee of the Company under any
                           benefits plan in which he is entitled to participate
                           and as a result thereof Executive receives reduced
                           benefits under such plan during the period that
                           Executive is continuing to receive his full base
                           salary, the Company shall provide Executive with
                           such benefits by direct payment (computed on an
                           after tax basis) or at the Company's option by
                           making available equivalent benefits from other
                           sources. During the Severance Period, Executive
                           shall not be entitled to participate in any of the
                           Company's employee benefit plans that are introduced
                           after the Date of Termination, except that an
                           appropriate adjustment shall be made if such new
                           employee benefit plan is a replacement for or
                           amendment to an employee benefit plan in effect as
                           of the Date of Termination.

                  ii)      Termination Upon Death or Disability. If Executive's
                           employment shall terminate upon his death or
                           Disability, the Company shall pay Executive his full
                           base salary through the Date of Termination at the
                           annual base rate in effect immediately prior to the
                           Date of Termination, provided that in the case of
                           Executive's Disability, the provisions of Section 6
                           (f)(i)(B) shall also apply to Executive as if
                           Section 6 (f)(i)(A)were otherwise applicable.

                  iii)     Termination for Cause or Voluntary Termination by
                           Executive. If the Company shall terminate
                           Executive's employment for Cause or if Executive
                           shall voluntarily terminate his employment with the
                           Company for other than Good Reason, he shall be paid
                           his full base salary and benefits through the Date
                           of Termination at the annual base rate in effect
                           immediately prior to the Date of Termination.

         g)       Date of Termination. As used in this Agreement, the term
                  "Date of Termination" shall mean (i) if Executive's
                  employment is terminated by his death, the date of his death,
                  (ii) if Executive's employment is terminated for Cause, the
                  date on which Notice of Termination is given as contemplated
                  by Section 6(e), (iii) if Executive's employment is
                  terminated by the Company due to Executive's Disability or by
                  Executive for Good Reason, 30 days after the date on which
                  Notice of Termination is given as contemplated by Section
                  6(e), and (iv) if Executive's employment is terminated by
                  Executive or by the Company Without Cause, 90 days after the
                  date on which Notice of Termination is given as contemplated
                  by Section 6(e).

7.       Consulting and Non-Competition Agreement.

         Contemporaneously herewith the Company and Executive shall enter into
         the Consulting and Non-Competition Agreement attached hereto as
         Exhibit A, which shall be effective upon termination of Executive's
         employment for any reason, including expiration of the Term, and shall
         run from the Date of Termination or the first day after expiration of
         the Term, as applicable.

8.       Health Insurance.

         If Executive ceases to be either an employee or director of the
         Company, the Company will include Executive in its group health and
         life insurance plan until Executive is entitled to Medicare benefits
         provided that (A) such Company plan, as then in effect, permits
         Executive as a retired employee to be included in the plan, and (B)
         Executive reimburses the Company for the cost of including him in such
         plan.


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9.       Unauthorized Disclosure.

         a)       During and after the Term, without the written consent of the
                  Company, (i) Executive shall not disclose to any person
                  (other than an employee or director of the Company or its
                  affiliates, or a person to whom disclosure is reasonably
                  necessary or appropriate in connection with the performance
                  by Executive of his duties under this Agreement or as a
                  director of the Company) or use to compete with the Company
                  or any of its affiliates any confidential or proprietary
                  information, knowledge or data that is not theretofore
                  publicly known and in the public domain obtained by him while
                  in the employ of the Company with respect to the Company or
                  any of its affiliates or with respect to any products,
                  improvements, customers, methods of distribution, sales,
                  prices, profits, costs, contracts (including, without
                  limitation the terms and provisions of this Agreement),
                  suppliers, business prospects, business methods, techniques,
                  research, trade secrets or know-how of the Company or any of
                  its affiliates (collectively, "Proprietary Information"), and
                  (ii) Executive shall use his reasonable efforts to keep
                  confidential any such Proprietary Information and to refrain
                  from making any such disclosure, in each case except as may
                  be required by law or as may be required in connection with
                  any judicial or administrative proceedings or inquiry.

         b)       The covenant contained in this Section 9 shall survive the
                  termination of Executive's employment pursuant to this
                  Agreement and shall be binding upon Executive's heirs,
                  successors and legal representatives.

10.      Return of Documents.

         In the event of the termination of Executive's employment for any
         reason, Executive will deliver to the Company all documents and data
         of any nature pertaining to his work with the Company and its
         affiliates (except for documents relating to Executive's employment,
         benefits, taxes and other personal matters), and he will not take with
         him any documents or data of any description or any reproduction
         thereof, or any documents containing or pertaining to any Proprietary
         Information.

11.      Injunctive Relief with Respect to Covenants.

         Executive acknowledges and agrees that the covenants and obligations
         of Executive with respect to non-disclosure, confidentiality and the
         property of the Company and its affiliates relate to special, unique
         and extraordinary matters and that, notwithstanding any other
         provision of this Agreement to the contrary, a violation of any of the
         terms of such covenants and obligations will cause the Company and its
         affiliates irreparable injury for which adequate remedies are not
         available at law. Therefore, Executive expressly agrees that the
         Company and its affiliates (which shall be express third-party
         beneficiaries of such covenants and obligations) shall be entitled to
         an injunction (whether temporary or permanent), restraining order or
         such other equitable relief (including the requirement to post bond)
         as a court of competent jurisdiction may deem necessary or appropriate
         to restrain Executive from committing any violation of the covenants
         and obligations contained in Sections 9 and 10 hereof. These
         injunctive remedies are cumulative and in addition to any other rights
         and remedies the Company and its affiliates may have at law or in
         equity. Further, the Executive represents that his experience and
         capabilities are such that the provisions of Sections 9 and 10 hereof
         will not prevent him from earning his livelihood.


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12.      Entire Agreement.

         Except as otherwise expressly provided herein, this Agreement and the
         attached Consulting and Non-Competition Agreement and an Agreement
         Regarding Severance and Change in Control dated July 21, 1997, between
         the Company and Employee as an officer of the Company constitute the
         entire agreements among the parties hereto with respect to the subject
         matter hereof, and all promises, representations, understandings,
         arrangements and prior agreements relating to such subject matter
         (including those made to or with Executive by any other person or
         entity) are merged herein and superseded hereby and thereby. Without
         limiting the foregoing, Executive acknowledges that Executive is not
         entitled to any retirement benefits (except amounts payable to
         Executive under the Company's money purchase pension plan).

13.      Miscellaneous.

         a)       Binding Effect. This Agreement shall be binding on and inure
                  to the benefit of the Company, and its respective permitted
                  successors and assigns as provided in Section 13(j). This
                  Agreement shall also be binding on and inure to the benefit
                  of Executive and his heirs, executors, administrators and
                  legal representatives. If Executive's employment is
                  terminated by reason of his death, all amounts payable by the
                  Company pursuant to Section 6(f)(ii) shall be paid in
                  accordance with the terms of this Agreement to Executive's
                  devisee, legatee, or other designee or, if there be no such
                  designee, to his estate.

         b)       Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
                  WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS
                  THEREUNDER. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
                  AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT SHALL
                  BE BROUGHT IN ANY STATE COURT OR UNITED STATES FEDERAL COURT
                  SITTING IN DUVAL COUNTY IN THE STATE OF FLORIDA, AS THE PARTY
                  BRINGING SUCH SUIT MAY ELECT IN ITS SOLE DISCRETION, AND EACH
                  PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE
                  JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUIT,
                  LEGAL ACTION OR PROCEEDING. EACH PARTY HERETO WAIVES PERSONAL
                  SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES
                  THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED
                  MAIL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
                  OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
                  VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY
                  SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUCH
                  SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
                  HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         c)       Taxes. The Company may withhold from any payments made under
                  this Agreement all federal, state, city or other applicable
                  taxes as shall be required pursuant to any law, governmental
                  regulation or ruling.

         d)       Amendments. No provisions of this Agreement may be modified,
                  waived or discharged unless such modification, waiver or
                  discharge is approved by the Company or a person authorized
                  thereby and is agreed to in writing by Executive, and such
                  officer of the Company as may be specifically designated by
                  the Company. No waiver by any party hereto at any time of any
                  breach by any other party hereto of, or compliance with, any
                  condition or provision of this Agreement to be performed by
                  such other party shall be deemed a waiver of similar or
                  dissimilar provisions or conditions at the same or at any
                  prior or subsequent time. No waiver of any provision of this
                  Agreement shall be implied from any course of dealing between
                  or among the parties hereto or from any failure by any party
                  hereto to assert its rights hereunder on any occasion or
                  series of occasions. No agreements or representations, oral
                  or otherwise, express or implied, with respect to the subject
                  matter hereof have been made by either party which are not
                  set forth expressly in this Agreement.


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         e)       Severability. In the event that any one or more of the
                  provisions of this Agreement shall be or become invalid,
                  illegal or unenforceable in any respect, the validity,
                  legality and enforceability of the remaining provisions
                  contained herein shall not be affected thereby.

         f)       Notices. Any notice or other communication required or
                  permitted to be delivered under this Agreement shall be (i)
                  in writing, (ii) delivered personally, by nationally
                  recognized overnight courier service or by certified or
                  registered mail, first-class postage prepaid and return
                  receipt requested, (iii) deemed to have been received on the
                  date of delivery, and (iv) addressed as follows (or to such
                  other address as the party entitled to notice shall hereafter
                  designate in accordance with the terms hereof):

                  A.       if the Company, to it:

                                            Mobile America Corporation
                                            10475-110 Fortune Parkway
                                            Jacksonville, Florida  32256
                                            Attention:  President
                                            Telephone:  (904) 363-6339
                                            Fax:  (904) 363-3856

                           with a copy to:

                                            Foley & Lardner
                                            200 North Laura Street
                                            Jacksonville, FL 32202
                                            Attention:  Linda Y. Kelso
                                            Telephone: (904) 359-2000
                                            Fax: (904) 359-8700

                  B.       if to Executive, to him at the address listed on the
                           signature page hereof with a copy to:

                                            Holly J. McCorkle
                                            13914 Mandarin Oaks Lane
                                            Jacksonville, FL  32223
                                            Telephone:  (904) 880-7399
                                            Fax:  (904) 880-5118

         g)       Survival. Sections 7, 8, 9, 10, 11, 12 and 13, and if
                  Executive's employment terminates in a manner giving rise to
                  a payment under Section 6(f), Section 6(f) shall survive the
                  termination of this Agreement and the termination of the
                  employment of Executive

         h)       Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original and all of which
                  together shall constitute one and the same instrument.

         i)       Headings. The section and other headings contained in this
                  Agreement are for the convenience of the parties only and are
                  not intended to be a part hereof or to affect the meaning or
                  interpretation hereof.


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         j)       Assignment. This is a contract for personal services by
                  McCorkle and may not be assigned by McCorkle without the
                  Company's prior written consent except to a corporation or
                  other entity controlled by him which assumes his obligations
                  hereunder and provided McCorkle affirms that such assignment
                  does not release McCorkle's obligations hereunder. The
                  Company shall have the right to assign this Agreement in
                  connection with a sale of the Company's business or a
                  significant subsidiary thereof, which shall inure to the
                  benefit of the Company and its successors and assigns

         k)       Attorney's Fees. If any party to this Agreement breaches any
                  provision of this Agreement, then the breaching party shall
                  pay to the non-breaching party all of the non-breaching
                  party's costs and expenses incurred by that party in
                  enforcing this Agreement, including reasonable attorneys'
                  fees and expenses, whether or not suit be brought and whether
                  incurred before or at trial, on appeal or on remand

         IN WITNESS WHEREOF, the Company has duly executed this Agreement by
their respective authorized representatives and Executive has hereunto set his
hand, in each case effective as of the date first above written.



                                  MOBILE AMERICA CORPORATION,
                                  a Florida corporation
                                  By:
                                     ------------------------------------------
                                  Name:
                                       ----------------------------------------
                                     Title:
                                        ---------------------------------------

                                   Executive:

                                  ---------------------------------------------
                                  THOMAS J. McCORKLE
                                    Address:

                                  1550 Parrish Place
                                  Jacksonville, Florida  32205

                                  Facsimile:  (954) 749-6299
                                  Telephone:  (305) 632-8087


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                                   EXHIBIT A
                    CONSULTING AND NON-COMPETITION AGREEMENT

CONSULTING AND NON-COMPETITION AGREEMENT, dated this ____ day of June, 1999
(this "Agreement"), between MOBILE AMERICA CORPORATION, a Florida corporation
("Company") and THOMAS J. MCCORKLE ("McCorkle").

                                  WITNESSETH:

WHEREAS, the Company is engaged, through its wholly owned subsidiaries, in the
underwriting and marketing of minimum requirement automobile insurance and
other insurance products and related businesses;

WHEREAS, this Agreement is to be effective as of the later of the date (the
"Commencement Date") McCorkle is no longer entitled to receive payments as an
employee under the Employment Agreement or the date he terminates his employee
positions with the Company and its subsidiaries;

WHEREAS, the Company desires to retain McCorkle as a consultant on the terms
and conditions set forth in this Agreement in order (i) to provide for a smooth
transition in management and (ii) to continue to give the Company the benefit
of the invaluable contacts, experience and expertise acquired by McCorkle over
his many years of service with the Company; and

WHEREAS, the Company desires to obtain, and McCorkle desires to provide,
assurances that McCorkle will (i) refrain from competing with the Company for a
specified period, (ii) not solicit agents, employees or customers of the
Company and (iii) not disclose confidential information concerning the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
Company and McCorkle hereby agree as follows:

1.       Retention as Consultant. McCorkle shall be retained by the Company as
         an independent contractor and consultant, and not as an employee,
         during the period (the "Consulting Period") beginning on the
         Commencement Date and ending on the first to occur of (i) the fifth
         anniversary of the Commencement Date (the "Termination Date"); or (ii)
         the last day of the month in which McCorkle's death occurs (the "Date
         of Death").


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2.       Consulting Services. During the Consulting Period, McCorkle shall
         personally provide the Company, at the request of the President or
         interim President or the Board, consulting services consistent with
         his present skills, training, job activities and stature with the
         Company. The services required hereunder shall not require McCorkle to
         maintain regular hours at Company offices, shall be rendered at places
         and times reasonably acceptable to McCorkle, shall not require more
         than 500 hours per year and shall not conflict with other
         entrepreneurial or business activities of interest to McCorkle which
         are not in violation of this Agreement. McCorkle will be asked to
         provide consulting advice to the Company on matters as to which his
         knowledge of and experience with the Company and its business make him
         uniquely qualified to render such advice. McCorkle shall perform such
         services as an independent contractor and consultant and not as an
         employee and shall not have authority to bind the Company for any
         purpose.

3.       Compensation.

         a)       During the Consulting Period, in exchange for the consulting
                  services provided by McCorkle hereunder, provided that
                  McCorkle is not in breach of the covenants set forth in
                  Sections 5, 6, 7, and 8 of this Agreement, the Company will
                  pay McCorkle a consulting fee of $50,000 per year, payable in
                  equal monthly installments in arrears.

         b)       Upon expiration of the Consulting Period (i.e. the Consulting
                  Period ends for reasons other than McCorkle's death), after
                  the end of the Consulting Period and during the remainder of
                  the Restrictive Period (as hereinafter defined), the Company
                  will pay McCorkle $50,000 per year during the remainder of
                  the Restrictive Period, payable in arrears in equal monthly
                  installments, in exchange for McCorkle's compliance with the
                  covenants described in Sections 5, 6, 7, and 8 of this
                  Agreement.

         c)       During the Consulting Period, McCorkle shall be entitled to
                  reimbursement for reasonable travel and other out-of-pocket
                  expenses incurred by him in the performance of his consulting
                  services hereunder, consistent with the Company's policies
                  for the reimbursement of business expenses.

         d)       No payments shall be due and payable under this Section 3 in
                  the event that and for so long as McCorkle is in breach of
                  Section 5, 6, 7, or 8 of this Agreement, after receipt of a
                  written notice thereof and a failure to cure within 10 days
                  of such notice.

4.       Benefits.

         b)       Director Benefits. During McCorkle's tenure as a director,
                  the Company will provide McCorkle with the life insurance and
                  medical insurance and other fringe benefits as may be
                  provided from time to time to the Company's outside directors
                  for so long as the Company provides such benefits to its
                  outside directors, but McCorkle shall not be entitled to
                  receive directors' fees, Board or committee meeting fees or
                  other compensation paid to or awarded to outside directors.

         c)       Employee Benefits. Effective on the Commencement Date,
                  McCorkle shall no longer be eligible to participate in the
                  Company's money purchase pension plan or any other benefit
                  plans and programs provided by the Company to its employees.

         d)       Health and Life Insurance at McCorkle's Cost. If McCorkle
                  ceases to be a director of the Company, or if the Company
                  ceases to provide its directors with group health insurance,
                  then the Company will include McCorkle in its group health
                  insurance plan until he is eligible for Medicare, provided
                  that (A) the Company plan then in effect permits McCorkle as
                  a retired employee to be included in such plan and (B)
                  McCorkle reimburses the Company for the cost of so including
                  McCorkle in the Company's group plan.


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<PAGE>   11


5.       Covenant Not to Compete.

         a)       Restriction. In consideration for the payments and benefits
                  to be provided to McCorkle under Section 3(b), and to the
                  fullest extent permitted under applicable law, McCorkle shall
                  not, directly or indirectly engage in, participate in,
                  represent in any way or be connected with, as an officer,
                  director, partner, owner, employee, agent, independent
                  contractor, consultant, proprietor or stockholder (except for
                  the ownership of a less than 5% stock interest in a publicly
                  traded corporation) or otherwise, any business or activity,
                  in any state in which the Company is then doing business,
                  which competes with the Business of the Company (as
                  hereinafter defined).

         b)       Restrictive Period. The provisions of Section 5 shall be in
                  effect for a period beginning on the Commencement Date and
                  continuing until the earlier of (i) the tenth anniversary of
                  the Commencement Date or (ii) the Date of Death (the
                  "Restrictive Period").

         c)       Business of the Company. For purposes of this Agreement, the
                  "Business of the Company" shall mean any business line or
                  activity that is engaged in by the Company or any of its
                  subsidiaries, or any assignee or successor of the Company on
                  the Commencement Date.

6.       Non-Solicitation of Agents, Employees and Representatives. In
         consideration for the payments and benefits to be provided to McCorkle
         under Section 3(b), during the Restrictive Period, McCorkle shall not,
         directly or indirectly, for his own account or the account of any
         other person or entity with which he shall become associated in any
         capacity or in which he shall have any ownership interest, (a) without
         the prior written consent of the Company, solicit for employment or
         employ or engage as an agent or representative any person who, at any
         time during the preceding 12 months, is or was employed by or
         otherwise engaged, as an employee, agent or representative of the
         Company to perform services for the Company or any of its affiliates,
         regardless of whether such employment or engagement is direct or
         through an entity with which such person is employed or associated, or
         (b) otherwise intentionally interfere with the relationship of the
         Company or any of its affiliates with any person or entity who or
         which is at the time employed by or otherwise engaged to perform
         services for the Company or any such affiliate, or (c) induce any
         employee, agent or representative of the Company or any of its
         affiliates to engage in any activity which McCorkle is prohibited from
         engaging in under Sections 5,6, 7 and 8 hereof or to terminate his or
         her employment or engagement with the Company or such affiliate.

7.       Nonsolicitation of Customers. In consideration for the payments and
         benefits to be provided to McCorkle under Section 3(b), during the
         Restrictive Period, McCorkle shall not undertake any business with or
         solicit the business of any person, firm or company who shall have
         been a customer of the Company and with whom any executive of Company
         or his subordinates has dealt with during the then immediately
         preceding twelve (12) months which might affect the Company's business
         relationship with such customer (if the Company reasonably determines
         that such activities will not adversely affect its business
         relationship with its customer and such activities do not otherwise
         violate the covenants not to compete contained herein, the Company
         shall provide McCorkle its written consent to such activities). During
         the Restrictive Period, McCorkle shall not cause or attempt to cause
         any customer to cease being a customer of the Company, or to change
         its relationship with the Company in a manner which would adversely
         affect the Company's business. For purposes hereof, "customer"
         includes any contractor, supplier, licensee or other person with a
         business relationship with the Company.


                                     -18-
<PAGE>   12


8.       Unauthorized Disclosure. During and after the Restrictive Period,
         without the written consent of the Company, (i) McCorkle shall not
         disclose to any person (other than an employee or director of the
         Company or its affiliates, or a person to whom disclosure is
         reasonably necessary or appropriate in connection with the performance
         by McCorkle of his duties under this Agreement or as a director of the
         Company) or use to compete with the Company or any of its affiliates
         any confidential or proprietary information, knowledge or data that is
         not theretofore publicly known and in the public domain obtained by
         him while in the employ of the Company or while acting as a consultant
         hereunder with respect to the Company or any of its affiliates or with
         respect to any products, improvements, customers, methods of
         distribution, sales, prices, profits, costs, contracts (including,
         without limitation the terms and provisions of this Agreement),
         suppliers, business prospects, business methods, techniques, research,
         trade secrets or know-how of the Company or any of its affiliates
         (collectively, "Proprietary Information"), and (ii) McCorkle shall use
         reasonable best efforts to keep confidential any such Proprietary
         Information and to refrain from making any such disclosure, in each
         case except as may be required by law or as may be required in
         connection with any judicial or administrative proceedings or inquiry.

9.       Injunctive Relief with Respect to Covenants. McCorkle acknowledges and
         agrees that the covenants and obligations of McCorkle with respect to
         non-competition, non-solicitation, confidentiality and non-disclosure
         with respect to the Company and its affiliates relate to special,
         unique and extraordinary matters and that, notwithstanding any other
         provision of this Agreement to the contrary, a violation of any of the
         terms of such covenants and obligations will cause the Company and its
         affiliates irreparable injury for which adequate remedies are not
         available at law. Therefore, McCorkle expressly agrees that the
         Company and its affiliates (which shall be express third-party
         beneficiaries of such covenants and obligations) shall be entitled to
         an injunction (whether temporary or permanent), restraining order or
         such other equitable relief (including the requirement to post bond)
         as a court of competent jurisdiction may deem necessary or appropriate
         to restrain McCorkle from committing any violation of the covenants
         and obligations contained in Sections 5, 6, 7, and 8 hereof. These
         injunctive remedies are cumulative and in addition to any other rights
         and remedies the Company and its affiliates may have at law or in
         equity.

10.      Entire Agreement. Except as otherwise expressly provided herein, this
         Agreement constitutes the entire agreement among the parties hereto
         with respect to the subject matter hereof, and all promises,
         representations, understandings, arrangements and prior agreements
         relating to such subject matter (including those made to or with
         McCorkle by any other person or entity) are merged herein and
         superseded hereby and thereby.

11.      Legal Expenses. The Company shall reimburse McCorkle for the
         reasonable attorneys' fees and expenses incurred by him in connection
         with the negotiation and execution of this Agreement and the other
         agreements being executed by McCorkle contemporaneously herewith.

12.      Miscellaneous.

         a)       Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
                  WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS
                  THEREUNDER. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS
                  AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT SHALL
                  BE BROUGHT IN ANY STATE COURT OR UNITED STATES FEDERAL COURT
                  SITTING IN DUVAL COUNTY IN THE STATE OF FLORIDA, AS THE PARTY
                  BRINGING SUCH SUIT MAY ELECT IN ITS SOLE DISCRETION, AND EACH
                  PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE
                  JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUIT,
                  LEGAL ACTION OR PROCEEDING. EACH PARTY HERETO WAIVES PERSONAL
                  SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES
                  THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED
                  MAIL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
                  OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
                  VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN


                                     -19-
<PAGE>   13


                  ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY
                  SUCH SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH
                  COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         b)       Taxes. McCorkle recognizes that the payments provided under
                  this Agreement including without limitation those provided
                  pursuant to Section 3 may result in taxable income to him
                  which the Company and its affiliates will report to their
                  appropriate taxing authorities. McCorkle agrees to pay all
                  necessary and appropriate income and self-employment taxes on
                  such income.

         c)       Attorney's Fees. If any party to this Agreement breaches any
                  provision of this Agreement, then the breaching party shall
                  pay to the non-breaching party all of the non-breaching
                  party's costs and expenses incurred by that party in
                  enforcing this Agreement, including reasonable attorneys'
                  fees and expenses, whether or not suit be brought and whether
                  incurred before or at trial, on appeal or on remand.

         d)       Amendments. No provisions of this Agreement may be modified,
                  waived or discharged unless such modification, waiver or
                  discharge is approved by the Company or a person authorized
                  thereby and is agreed to in writing by McCorkle, and such
                  officer of the Company as may be specifically designated by
                  the Company. No waiver by any party hereto at any time of any
                  breach by the other party hereto of, or compliance with, any
                  condition or provision of this Agreement to be performed by
                  such other party shall be deemed a waiver of similar or
                  dissimilar provisions or conditions at the same or at any
                  prior or subsequent time. No waiver of any provision of this
                  Agreement shall be implied from any course of dealing between
                  or among the parties hereto or from any failure by any party
                  hereto to assert its rights hereunder on any occasion or
                  series of occasions. No agreements or representations, oral
                  or otherwise, express or implied, with respect to the subject
                  matter hereof have been made by either party which are not
                  set forth expressly in this Agreement.

         e)       Severability. In the event that any one or more of the
                  provisions of this Agreement shall be or become invalid,
                  illegal or unenforceable in any respect, the validity,
                  legality and enforceability of the remaining provisions
                  contained herein shall not be affected thereby. Should any
                  restrictive covenant in Sections 5, 6, 7 or 8 of this
                  Agreement be determined by a court of law or equity to be
                  unreasonable or unenforceable, McCorkle agrees that to the
                  extent it is valid and enforceable, McCorkle shall be bound
                  by the same, the intention of the parties being that the
                  Company be given the broadest protection allowed by law or
                  equity with respect to such provision.

         f)       Notices. Any notice or other communication required or
                  permitted to be delivered under this Agreement shall be (i)
                  in writing, (ii) delivered personally, by nationally
                  recognized overnight courier service or by certified or
                  registered mail, first-class postage prepaid and return
                  receipt requested, (iii) deemed to have been received on the
                  date of delivery, and (iv) addressed as follows (or to such
                  other address as the party entitled to notice shall hereafter
                  designate in accordance with the terms hereof):

                           if to Company, to:

                                            Mobile America Corporation
                                            10475 Fortune Parkway, Suite 110
                                            Jacksonville,  Florida  32256
                                            Attention:  President
                                            Telephone:  (904) 363-6339
                                            Fax:  (904) 363-3856

                           with a copy to:

                                            Foley & Lardner
                                            200 North Laura Street
                                            Jacksonville, FL 32202
                                            Attention:  Linda Y. Kelso, Esq.
                                            Telephone: (904) 359-2000
                                            Fax: (904) 359-8700


                                     -20-
<PAGE>   14


                           if to McCorkle, to:

                                            Thomas J. McCorkle
                                            1550 Parrish Place
                                            Jacksonville, Florida  32205
                                            Telephone:  (305) 632-8087
                                            Fax:  (954) 749-6299

                           with a copy to:

                                            Holly J. McCorkle
                                            13914 Mandarin Oaks Lane
                                            Jacksonville, FL  32223
                                            Telephone:  (904) 880-7399
                                            Fax:  (904) 880-5118

         g)       Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original and all of which
                  together shall constitute one and the same instrument.

         h)       Headings. The section and other headings contained in this
                  Agreement are for the convenience of the parties only and are
                  not intended to be a part hereof or to affect the meaning or
                  interpretation hereof.

         i)       Assignment. This is a contract for personal services by
                  McCorkle and may not be assigned by McCorkle without the
                  Company's prior written consent except to a corporation or
                  other entity controlled by him which assumes his obligations
                  hereunder and provided McCorkle affirms that such assignment
                  does not release McCorkle's obligations hereunder. The
                  Company shall have the right to assign this Agreement in
                  connection with a sale of the Company's business or a
                  significant subsidiary thereof, which shall inure to the
                  benefit of the Company and its successors and assigns.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its
authorized representative and McCorkle has hereunto set his hand, in each case
effective as of the date first above written.



                                  MOBILE AMERICA CORPORATION


                                  By:
                                     ------------------------------------------
                                  Name:
                                       ----------------------------------------
                                     Title:
                                        ---------------------------------------


                                  ---------------------------------------------
                                          THOMAS J. MCCORKLE


                                     -21-