<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 10.4

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
  PRINCIPAL      LOAN DATE         MATURITY   LOAN NO     CALL/COLL     ACCOUNT      OFFICER  INITIALS
  ---------      ---------         --------   -------     ---------     -------      -------  --------
<S>             <C>                <C>        <C>        <C>            <C>          <C>      <C>
34,000,000.00   04-30-2004                    1914       16 STOCK BAR                03       PS
</TABLE>

    References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

      Any item above containing  "***" has been omitted due to text length
                                  limitations.

                                                                         PAID
                                                                      BY RENEWAL

<TABLE>
<S>                                               <C>                   <C>     <C>
BORROWER: FIRST STATE FINANCIAL CORPORATION       TIN: OK TO FUND YES   LENDER:  INDEPENDENT BANKERS' BANK OF FLORIDA
65-07711451                                       DATE: 5.21.04                  A STATE OF FLORIDA CHARTERED COMMERCIAL BANK
22 SOUTH LINKS AVENUE                             AMOUNT: -0-                    615 CRESCENT EXECUTIVE COURT
SARASOTA, FL 34236                                AUTH:                          SUITE 400
                                                        PS                       LAKE MARY, FL 32746
                                                                                 (407) 541 - 1620
</TABLE>

<TABLE>
<S>                               <C>                    <C>
PRINCIPAL AMOUNT: $4,000,000.00   INITIAL RATE: 3.000%   DATE OF NOTE: APRIL 30, 2004
</TABLE>

PROMISE TO PAY. FIRST STATE FINANCIAL CORPORATION ("BORROWER") PROMISES TO PAY
TO INDEPENDENT BANKERS' BANK OF FLORIDA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA, ON DEMAND, THE PRINCIPAL AMOUNT OF FOUR MILLION &
00/100 DOLLARS ($4,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH
INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST
SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH
ADVANCE. THE INTEREST RATE WILL NOT INCREASE ABOVE 18.000%.

PAYMENT. BORROWER WILL PAY THIS LOAN IMMEDIATELY UPON LENDER'S DEMAND. PAYMENT
IN FULL IS DUE IMMEDIATELY UPON LENDER'S DEMAND. BORROWER WILL PAY REGULAR
QUARTERLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE,
BEGINNING JULY 30, 2004, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE
SAME DAY OF EACH QUARTER AFTER THAT. UNLESS OTHERWISE AGREED OR REQUIRED BY
APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED UNPAID INTEREST;
THEN TO PRINCIPAL; AND THEN TO ANY UNPAID COLLECTION COSTS. THE ANNUAL INTEREST
RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE
RATIO OF THE ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE
OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE
PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS
SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Wall Street
Journal Prime Rate as published in the "Money Section" of the Wall Street
Journal (the "Index)". The index is not necessarily the lowest rate charged by
Lender on its loans, If the index becomes unavailable during The term of this
loan, Lender may designate a substitute index after notice to Borrower. Lender
will tell Borrower the current Index rate upon Borrower's request. The interest
rate change will not occur more often than each day. Borrower understands that
Lender may make loans based on other rates as well. THE INDEX CURRENTLY IS
4.000% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL
BALANCE OF THIS NOTE WILL BE AT A RATE OF 1.000 PERCENTAGE POINT UNDER THE
INDEX, RESULTING IN AN INITIAL RATE OF 3.000% PER ANNUM. NOTWITHSTANDING THE
FOREGOING, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE
SUBJECT TO THE FOLLOWING MAXIMUM RATE. NOTICE: Under no circumstances will the
effective rate of interest on this Note be more than (except for any higher
default rate shown below) the lesser of 18.000% per annum or the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lander's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
INDEPENDENT BANKERS BANK, 615 Crescent Executive Court Suite 400 Lake Mary, FL
32746.

INTEREST AFTER DEFAULT. Upon default including failure to pay upon final
maturity, Lender, at Its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 18.000% per annum, if and to
the extent that the, increase does not cause the interest rate to exceed the
maximum rate permitted by applicable law.

LENDER'S RIGHTS. Upon Lender's demand, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender the amount of these
costs and expenses, which includes, subject to any limits under applicable law,
Lender's reasonable attorneys' fees and Lender's legal expenses whether or not
there is a lawsuit, Including reasonable attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS NOTE HAS
BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Seminole County, State of Florida.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit, Advances under
this Note may be requested orally by Borrower or as provided in this paragraph,
All oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following person
currently is authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender's address shown
above, written notice of revocation of his or her authority: COREY COUGHLIN,
PRESIDENT/CEO OF FIRST STATE FINANCIAL CORPORATION. Borrower agrees to be liable
for all sums either: (A) advanced in accordance with the Instructions of an
authorized person or (B) credited to any of Borrower's accounts with Lender. The
unpaid principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender's internal records, including daily
computer print-outs.

PROVISION #1, Bank subsidiary to maintain a minimum Tier 1 leverage ratio of 6%
measured at each quarter end.

<PAGE>

                                 PROMISSORY NOTE
LOAN NO: 1914                      (CONTINUED)                            PAGE 2

PROVISION #2. DSC greater than or equal to 1.25x measured at the end of each
quarter on the current quarter earnings against average outstanding.

PROVISION #3. Quarterly receipt of bank's call report.

PROVISION #4. Borrower to provide annual CPA audited financial statements within
120 days of year end on a consolidated and consolidating basis to include
Holding Company only statement.

PROVISION #5. Borrower to obtain the prior consent of IBB on additional
borrowing or indebtedness in excess of $100,000.00.

PROVISION #6. Subject to an annual review every April.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your accounts(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: INDEPENDENT
BANKERS BANK 615 Crescent Executive Court Suite 400 Lake Mary, FL 32746

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of The State of Florida
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has bean paid in full, be refunded
to Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lander without the consent of or notice to anyone, All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under This Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

FIRST STATE FINANCIAL CORPORATION

By: /s/ Corey Coughlin
  ---------------------------------------------------
   Corey Coughlin
   President/CEO of First State Financial Corporation

                                  [ILLEGIBLE]
<PAGE>

                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
PRINCIPAL        LOAN DATE    MATURITY    LOAN NO   CALL / COLL   ACCOUNT  OFFICER  INITIALS
---------        ---------    --------    -------   -----------   -------  -------  --------
<S>              <C>          <C>         <C>       <C>           <C>      <C>      <C>
$4,000,000.00    04-30-2004               1914      16 STOCK BAR           03
</TABLE>

  References in the shaded are for Lender's use only and do not limit the
  applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

<TABLE>
<S>                                                 <C>
BORROWER: FIRST STATE FINANCIAL CORPORATION (TIN;   LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
          65-07711451                                       A STATE OF FLORIDA CHARTERED COMMERCIAL BANK
          22 SOUTH LINKS AVENUE                             615 CRESCENT EXECUTIVE COURT
          SARASOTA, FL 34236                                SUITE 400
                                                            LAKE MARY, FL 32746
                                                            (407) 541-1620
</TABLE>


THIS BUSINESS LOAN AGREEMENT DATED APRIL 30, 2004, IS MADE AND EXECUTED BETWEEN
FIRST STATE FINANCIAL CORPORATION ("BORROWER") AND INDEPENDENT BANKERS' BANK OF
FLORIDA ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED
PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL
LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE
DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN").
BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING
ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND
AGREEMENTS AS SET FORTH IN THIS AGREEMENT: (B) THE GRANTING, RENEWING, OR
EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE
JUDGMENT AND DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of April 30, 2004, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until April 30, 2005.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

      LOAN DOCUMENTS. Borrower shall provide to Lender the following documents
      for the Loan; (1) the Note; (2) Security Agreements granting to Lender
      security interests in the Collateral; (3) financing statements and all
      other documents perfecting Lender's Security Interests; (4) evidence of
      insurance as required below; (5) together with all such Related Documents
      as Lender may require for the Loan; all in form and substance satisfactory
      to Lender and Lender's counsel.

      BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related Documents. In addition, Borrower shall have provided such other
      resolutions, authorizations, documents and instruments as Lender or its
      counsel, may require.

      PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
      charges, and other expenses which are then due and payable as specified in
      this Agreement or any Related Document.

      REPRESENTATIONS AND WARRANTIES. The representations and warranties set
      forth in this Agreement, in the Related Documents, and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
      condition which would constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

      ORGANIZATION. Borrower is a corporation for profit which is, and at all
      times shall be, duly organized, validly existing, and in good standing
      under and by virtue of the laws of the State of Florida Borrower maintains
      an office at 22 South Links Avenue, Sarasota, FL 34236. Unless Borrower
      has designated otherwise in writing, the principal office is the office at
      which Borrower keeps its books and records including its records
      concerning the Collateral. Borrower will notify Lender prior to any change
      in the location of Borrower's state of organization or any change in
      Borrower's name.

      ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
      filings required by law relating to all assumed business names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: NONE.

      AUTHORIZATION. Borrower's execution, delivery, and performance of this
      Agreement and all the Related Documents have been duly authorized by all
      necessary action by Borrower and do not conflict with, result in a
      violation of, or constitute a default under (1) any provision of (a)
      Borrower's articles of incorporation or organization, or bylaws, or (b)
      any agreement or other instrument binding upon Borrower or (2) any law,
      governmental regulation, court decree, or order applicable to Borrower or
      to Borrower's properties.

      PROPERTIES. Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lander and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to all of
      Borrower's properties free and clear of all liens and security interests,
      and has not executed any security documents or financing statements
      relating to such properties. All of Borrower's properties are titled in
      Borrower's legal name, and Borrower has not used or filed a financing
      statement under any other name for at least the last five (5) years.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's financial condition, and (2)
      all existing and all threatened litigation, claims, investigations,
      administrative proceedings or similar actions affecting Borrower or any
      Guarantor which could materially affect the financial condition of
      Borrower or the financial condition of any Guarantor.

      FINANCIAL RECORDS. Maintain its books and records in accordance with
      accounting principles acceptable to Lender, applied on a consistent basis,
      and permit Lender to examine and audit Borrower's books and records at all
      reasonable times.

      FINANCIAL STATEMENTS. Furnish Lender with the following:

            ANNUAL STATEMENTS. As soon as available, but in no event later than
            ninety (90) days after the end of each fiscal year, Borrower's
            balance sheet and income statement for the year ended, reviewed by a
            certified public accountant satisfactory to Lender.

      All financial reports required to be provided under this Agreement shall
      be prepared in accordance with GAAP, applied on a consistent basis, and
      certified by Borrower as being true and correct.

<PAGE>

                                                                          PAGE 2

                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)

LOAN NO: 1914

      LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.

      TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or charge upon any of Borrower's
      properties, income, or profits.

      PERFORMANCE. Perform and comply, in a timely manner, with all terms,
      conditions, and provisions set forth in this Agreement, in the Related
      Documents, and in all other instruments and agreements between Borrower
      and Lender. Borrower shall notify Lender immediately in writing of any
      default in connection with any agreement.

      OPERATIONS. Maintain executive and management personnel with substantially
      the same qualifications and experience as the present executive and
      management personnel; provide written notice to Lender of any change in
      executive and management personnel; conduct its business affairs in a
      reasonable and prudent manner.

      COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
      ordinances, and regulations, now or hereafter in effect, of all
      governmental authorities applicable to the conduct of Borrower's
      properties, businesses and operations, and to the use or occupancy of the
      Collateral, including without limitation, the Americans With Disabilities
      Act. Borrower may contest in good faith any such law. ordinance, or
      regulation and withhold compliance during any proceeding, including
      appropriate appeals, so long as Borrower has notified Lender in writing
      prior to doing so and so long as, in Lender's sole opinion, Lender's
      interests in the Collateral are not jeopardized. Lender may require
      Borrower to post adequate security or a surety bond, reasonably
      satisfactory to Lender, to protect Lender's interest.

      INSPECTION. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make copies and memoranda of Borrower's books, accounts, and
      records. If Borrower now or at any time hereafter maintains any records
      (including without limitation computer generated records and computer
      software programs for the generation of such records) in the possession of
      a third party. Borrower, upon request of Lender, shall notify such party
      to permit Lender free access to such records at all reasonable times and
      to provide Lender with copies of any records it may request, all at
      Borrower's expense.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate on any Collateral and paying all costs
for insuring, maintaining and preserving any Collateral. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become a part of the indebtedness
and, at Lender's option, will (A) be payable on demand; (B) be added to the
balance of the Note and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance
policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note's maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      INDEBTEDNESS AND LIENS. (1) Except for trade debt incurred in the normal
      course of business and indebtedness to Lender contemplated by this
      Agreement, create, incur or assume indebtedness for borrowed money,
      including capital leases, (2) sell, transfer, mortgage, assign, pledge,
      lease, grant a security interest in, or encumber any of Borrower's assets
      (except as allowed as Permitted Liens), or (3) sell with recourse any of
      Borrower's accounts, except to Lender.

      CONTINUITY OF OPERATIONS. (1) Engage in any business activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations, liquidate, merge, transfer, acquire or consolidate
      with any other entity, change its name, dissolve or transfer or sell
      Collateral out of the ordinary course of business, or (3) pay any
      dividends on Borrower's stock (other than dividends payable in its stock),
      provided, however that notwithstanding the foregoing, but only so long as
      no Event of Default has occurred and is continuing or would result from
      the payment of dividends, if Borrower is a "Subchapter S Corporation" (as
      defined in the Internal Revenue Code of 1986, as amended), Borrower may
      pay cash dividends on its stock to its shareholders from time to time in
      amounts necessary to enable the shareholders to pay income taxes and make
      estimated income tax payments to satisfy their liabilities under federal
      and state law which arise solely from their status as Shareholders of a
      Subchapter S Corporation because of their ownership of shares of
      Borrower's stock, or purchase or retire any of Borrower's outstanding
      shares or alter or amend Borrower's capital structure.

      LOANS ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money
      or assets to any other person, enterprise or entity, (2) purchase, create
      or acquire any interest in any other enterprise or entity, or (3) incur
      any obligation as surety or guarantor other than in the ordinary course of
      Business.

      AGREEMENTS. Borrower will not enter into any agreement containing any
      provisions which would be violated or breached by the performance of
      Borrower's obligations under this Agreement or in connection herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan advances or to disburse Loan proceeds if:
(A) Borrower or any guarantor is in default under the terms of this Agreement or
any other agreement that Borrower or any guarantor has with Lender; (B) Borrower
or any guarantor dies, becomes incompetent or becomes insolvent, files a
petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C)
there occurs a material adverse change in Borrower's financial condition, in the
financial condition of any guarantor, or in the value of any collateral securing
any Loan; or (D) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guaranty of the Loan or any other loan with
Lender; or (E) Lender in good faith deems itself insecure, even though no Event
of Default shall have occurred.

RIGHT OF SETOFF. To the extant permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This Includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under the
      Loan.

      OTHER DEFAULT. Borrower fails to comply with any other term, obligation,
      covenant or condition contained in this Agreement or in any of the Related
      Documents.

      FALSE STATEMENTS. Any representation or statement made by Borrower to
      Lender is false in any material respect.

<PAGE>

                                                                          PAGE 3

                            BUSINESS LOAN AGREEMENT
                                   (CONTINUED)

LOAN NO: 1914

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the Loan.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness. In the event of a
      death, Lender, at its option, may, but shall not be required to, permit
      the Guarantor's estate to assume unconditionally the obligations arising
      under the guaranty in a manner satisfactory to Lender, and, in doing so,
      cure any Event of Default.

      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
      or more of the common stock of Borrower.

      INSECURITY. Lender in good faith believes itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and,
at Lender's option, all Indebtedness immediately will become due and payable,
all without notice of any kind to Borrower, except that in the case of an Event
of Default of the type described in the "Insolvency" subsection above, such
acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at
law, in equity, or otherwise. Except as may be prohibited by applicable law, all
of Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Borrower or of any Grantor shall not
affect Lender's right to declare a default and to exercise its rights and
remedies.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically slated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

      ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
      be made, to Borrower or on Borrower's behalf on a line of credit or
      multiple advance basis under the terms and conditions of this Agreement.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
      this Business Loan Agreement may be amended or modified from time to time,
      together with all exhibits and schedules attached to this Business Loan
      Agreement from time to time.

      BORROWER. The word "Borrower" means First State Financial Corporation and
      includes all co-signers and co-makers signing the Note.

      COLLATERAL. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly, whether granted now or in the future, and
      whether granted in the form of a security interest, mortgage, collateral
      mortgage, deed of trust, assignment, pledge, crop pledge, chattel
      mortgage, collateral chattel mortgage, chattel trust, factor's lien,
      equipment trust, conditional sale, trust receipt, lien, charge, lien or
      title retention contract, lease or consignment intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
      default set forth in this Agreement in the default section of this
      Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      GRANTOR. The word "Grantor" means each and all of the persons or entities
      granting a Security Interest in any Collateral for the Loan, including
      without limitation all Borrowers granting such a Security Interest.

      GUARANTOR. The word "Guarantor" means any guarantor, surety, or
      accommodation party of any or all of the Loan.

      GUARANTY. The word "Guaranty" means the guaranty from Guarantor to
      Lender, including without limitation a guaranty of all or part of the
      Note.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Borrower is responsible under this Agreement or under any of the Related
      Documents.

      LENDER. The word "Lender" means Independent Bankers' Bank of Florida, its
      successors and assigns.

      LOAN. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower whether now or hereafter existing, and however
      evidenced, including without limitation those loans and financial
      accommodations described herein or described on any exhibit or schedule
      attached to this Agreement from time to time.

      NOTE. The word "Note" means the Now executed by First State Financial
      Corporation in the principal amount of $4,000,000.00 dated April 30, 2004,
      together with all renewals of, extensions of, modifications of,
      refinancings of, consolidations of, and substitutions for the notes or
      credit agreement.

      PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and security
      interests securing indebtedness owed by Borrower to Lender; (2) liens for
      taxes, assessments, or similar charges either not yet due or being
      contested in good faith; (3) liens of materialman, mechanics,
      warehousemen, or carriers, or other like liens arising in the ordinary
      course of business and securing obligations which are not yet delinquent:
      (4) purchase money liens or purchase money security interests upon or in
      any property acquired or held by Borrower in the ordinary course of
      business so secure indebtedness outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this Agreement titled
      "Indebtedness and Liens"; (5) liens and security interests which, as of
      the date of this Agreement, have been disclosed to and approved by the
      Lender in writing; and (6) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant monetary amount with
      respect to the net value of Borrower's assets.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Loan.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or

<PAGE>

                                                                          PAGE 4

                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)

LOAN NO: 1914

      creating a Security Interest.

      SECURITY INTEREST. The words "Security Interest" mean, without limitation,
      any and all types of collateral security, present and future, whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed, assignment, pledge, crop pledge, chattel mortgage, collateral
      chattel mortgage, chattel trust, factor's lion, equipment trust,
      conditional sale, trust receipt, lien or title retention contract
      lease or consignment intended as a security device or any other
      security or lien interest whatsoever whether created by law, contract, or
      otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED APRIL 30, 2004.

BORROWER:

FIRST STATE FINANCIAL CORPORATION

By: /s/ Corey Coughlin
    --------------------------------------------------
    Corey Coughlin, President/CEO of First State
    Financial Corporation



LENDER:

INDEPENDENT BANKERS' BANK OF FLORIDA

By: /s/ [ILLEGIBLE]
    ---------------------------------------------------
    Authorized Signer

                                  [ILLEGIBLE]
<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT

<TABLE>
<CAPTION>
  PRINCIPAL      LOAN DATE     MATURITY   LOAN NO      CALL/COLL    ACCOUNT     OFFICER         INITIALS
  ---------      ---------     --------   -------      ---------    -------     -------         --------
<S>             <C>            <C>        <C>         <C>           <C>         <C>             <C>
$4,000,000.00   04-03-2004                 1914       16 STOCK BAR                 03              PS
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

<TABLE>
<S>                                                <C>
GRANTOR: FIRST STATE FINANCIAL CORPORATION (TIN:   LENDER: INDEPENDENT BANKERS' BANK OF FLORIDA
         65-0771145)                                       A STATE OF FLORIDA CHARTERED COMMERCIAL BANK
         22 SOUTH LINKS AVENUE                             615 CRESCENT EXECUTIVE COURT
         SARASOTA, FL 34236                                SUITE 400
                                                           LAKE MARY, FL 32746
                                                           (407) 541-1620
</TABLE>

THIS COMMERCIAL PLEDGE AGREEMENT DATED APRIL 30, 2004, IS MADE AND EXECUTED
BETWEEN FIRST STATE FINANCIAL CORPORATION ("GRANTOR") AND INDEPENDENT BANKERS'
BANK OF FLORIDA ("LENDER").

GRANT OF SECURITY INTEREST. FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO LENDER
A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND AGREES THAT
LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH RESPECT TO THE
COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means
Grantor's present and future rights, title and interest in and to, together with
any and all present and future additions thereto, substitutions therefore, and
replacements thereof, together with any and all present and future certificates
and/or instruments evidencing any Stock and further together with all Income and
Proceeds as described herein:

      40,000 SHARES OF FIRST STATE BANK STOCK WHICH REPRESENTS 100% OF THE
      PREFERRED STOCK OF FIRST STATE BANK,

      1,960 SHARES OF FIRST STATE BANK STOCK WHICH REPRESENTS 100% OF THE COMMON
      STOCK OF FIRST STATE BANK AND ALL ADDITIONS, SUBSTITUTIONS, REPLACEMENTS
      AND PROCEEDS THEREOF

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds
jointly with someone else and all accounts Grantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor
represents and warrants to Lender that:

      OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear of
      all security interests, liens, encumbrances and claims of others except as
      disclosed to and accepted by Lender in writing prior to execution of this
      Agreement.

      RIGHT TO PLEDGE. Grantor has the full right, power and authority to enter
      into this Agreement and to pledge the Collateral.

      AUTHORITY; BINDING EFFECT. Grantor has the full right, power and authority
      to enter into this Agreement and to grant a security interest in the
      Collateral to Lender. This Agreement is binding upon Grantor as well as
      Grantor's successors and assigns, and is legally enforceable in accordance
      with its terms. The foregoing representations and warranties, and all
      other representations and warranties contained in this Agreement are and
      shall be continuing in nature and shall remain in full force and effect
      until such time as this Agreement is terminated or cancelled as provided
      herein.

      NO FURTHER ASSIGNMENT. Grantor has not, and shall not, sell, assign,
      transfer, encumber or otherwise dispose of any of Grantor's rights in the
      Collateral except as provided in this Agreement.

      NO DEFAULTS. There are no defaults existing under the Collateral, and
      there are no offsets or counterclaims to the same. Grantor will strictly
      and promptly perform each of the terms, conditions, covenants and
      agreements, if any, contained in the Collateral which are to be performed
      by Grantor.

      NO VIOLATION. The execution and delivery of this Agreement will not
      violate any law or agreement governing Grantor or to which Grantor is a
      party, and its certificate or articles of incorporation and bylaws do not
      prohibit any term or condition of this Agreement.

      FINANCING STATEMENTS. Grantor authorizes Lender to file a UCC financing
      statement, or alternatively, a copy of this Agreement to perfect Lender's
      security interest. At Lender's request, Grantor additionally agrees to
      sign all other documents that are necessary to perfect, protect, and
      continue Lender's security interest in the Property. Grantor will pay all
      filing fees, title transfer fees, and other fees and costs involved unless
      prohibited by law or unless Lender is required by law to pay such fees and
      costs. Grantor irrevocably appoints Lender to execute documents necessary
      to transfer title if there is a default. Lender may file a copy of this
      Agreement as a financing statement. If Grantor changes Grantor's name or
      address, or the name or address of any person granting a security interest
      under this Agreement changes, Grantor will promptly notify the Lender of
      such change.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold
the Collateral until all Indebtedness has been paid and satisfied. Thereafter
Lender may deliver the Collateral to Grantor or to any other owner of the
Collateral. Lender shall have the following rights in addition to all other
rights Lender may have by law:

      MAINTENANCE AND PROTECTION OF COLLATERAL. Lender may, but shall not be
      obligated to, take such steps as it deems necessary or desirable to
      protect, maintain, insure, store, or care for the Collateral, including
      paying of any liens or claims against the Collateral. This may include
      such things as hiring other people, such as attorneys, appraisers or other
      experts. Lender may charge Grantor for any cost incurred in so doing. When
      applicable law provides more than one method of perfection of Lender's
      security interest, Lender may choose the method(s) to be used. If the
      Collateral consists of stock, bonds or other investment property for which
      no certificate has been issued, Grantor agrees, at Lender's request,
      either to request issuance of an appropriate certificate or to give
      instructions on Lender's forms to the issuer, transfer agent, mutual fund
      company, or broker, as the case may be, to record on its books or records
      Lender's security interest in the Collateral.

      INCOME AND PROCEEDS FROM THE COLLATERAL. Lender may receive all Income and
      Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender
      immediately upon receipt, in the exact form received and without
      commingling with other property, all Income and Proceeds from the
      Collateral which may be received by, paid, or delivered to Grantor or for
      Grantor's account, Whether as an addition to, in discharge of, in
      substitution of, or in exchange for any of the Collateral.

      APPLICATION OF CASH. At Lender's option, Lender may apply any cash,
      whether included in the Collateral or received as Income and Proceeds or
      through liquidation, sale, or retirement, of the Collateral, to the
      satisfaction of the Indebtedness or such portion thereof as

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1914                       (CONTINUED)                           PAGE 2

      Lender shall choose, whether or not matured.

      TRANSACTIONS WITH OTHERS. Lender may (1) extend time for payment or other
      performance, (2) grant a renewal or change in terms or conditions, or (3)
      compromise, compound or release any obligation, with any one or more
      Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems
      advisable, without obtaining the prior written consent of Grantor, and no
      such act or failure to act shall affect Lender's rights against Grantor or
      the Collateral.

      ALL COLLATERAL SECURES INDEBTEDNESS. All Collateral shall be security for
      the Indebtedness, whether the Collateral is located at one or more offices
      or branches of Lender. This will be the case whether or not the office or
      branch where Grantor obtained Grantor's loan knows about the Collateral or
      relies upon the Collateral as security.

      COLLECTION OF COLLATERAL. Lender at Lender's option may, but need not,
      collect the Income and Proceeds directly from the Obligors. Grantor
      authorizes and directs the Obligors, if Lender decides to collect the
      Income and Proceeds, to pay and deliver to Lender all Income and Proceeds
      from the Collateral and to accept Lender's receipt for the payments.

      POWER OF ATTORNEY. Grantor irrevocably appoints Lender as Grantor's
      attorney-in-fact, with full power of substitution, (a) to demand, collect,
      receive, receipt for, sue and recover all Income and Proceeds and other
      sums of money and other property which may now or hereafter become due,
      owing or payable from the Obligors in accordance with the terms of the
      Collateral; (b) to execute, sign and endorse any and all instruments,
      receipts, checks, drafts and warrants issued in payment for the
      Collateral; (c) to settle or compromise any and all claims arising under
      the Collateral, and in the place and stead of Grantor, execute and deliver
      Grantor's release and acquittance for Grantor; (d) to file any claim or
      claims or to take any action or institute or take part in any proceedings,
      either in Lender's own name or in the name of Grantor, or otherwise, which
      in the discretion of Lender may seem to be necessary or advisable; and (e)
      to execute in Grantor's name and to deliver to the Obligors on Grantor's
      behalf, at the time and in the manner specified by the Collateral, any
      necessary instruments or documents.

      PERFECTION OF SECURITY INTEREST. Upon Lender's request, Grantor will
      deliver to Lender any and all of the documents evidencing or constituting
      the Collateral. When applicable law provides more than one method of
      perfection of Lender's security interest, Lender may choose the method(s)
      to be used. Upon Lender's request, Grantor will sign and deliver any
      writings necessary to perfect Lender's security interest. If any of the
      Collateral consists of securities for which no certificate has been
      issued, Grantor agrees, at Lender's option, either to request issuance of
      an appropriate certificate or to execute appropriate instructions on
      Lender's forms instructing the issuer, transfer agent, mutual fund
      company, or broker, as the case may be, to record on its books or records,
      by book-entry or otherwise, Lender's security interest in the Collateral.
      Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact
      for the purpose of executing any documents necessary to perfect, amend, or
      to continue the security interest granted in this Agreement or to demand
      termination of filings of other secured parties. THIS IS A CONTINUING
      SECURITY AGREEMENT AND WILL CONTINUE IN EFFECT EVEN THOUGH ALL OR ANY PART
      OF THE INDEBTEDNESS IS PAID IN FULL AND EVEN THOUGH FOR A PERIOD OF TIME
      GRANTOR MAY NOT BE INDEBTED TO LENDER.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility for (A) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (B)
preservation of rights against parties to the Collateral of against third
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the Collateral, or (D) informing
Grantor about any of the above, whether or not Lender has or is deemed to have
knowledge of such matters. Except as provided above, Lender shall have no
liability for depreciation or deterioration of the Collateral.

DEFAULT. Default will occur if payment in full is not made immediately when due.

RIGHTS AND REMEDIES ON DEFAULT. If Default occurs under this Agreement, at any
time thereafter, Lender may exercise any one or more of the following rights and
remedies;

      ACCELERATE INDEBTEDNESS. Declare all Indebtedness, including any
      prepayment penalty which Grantor would be required to pay, immediately due
      and payable, without notice of any kind to Grantor.

      COLLECT THE COLLATERAL. Collect any of the Collateral and, at Lender's
      option and to the extent permitted by applicable law, retain possession of
      the Collateral while suing on the Indebtedness.

      SELL THE COLLATERAL. Sell the Collateral, at Lender's discretion, as a
      unit or in parcels, at one or more public or private sales. Unless the
      Collateral is perishable or threatens to decline speedily in value or is
      of a type customarily sold on a recognized market, Lender shall give or
      mail to Grantor, and other persons as required by law, notice at least ten
      (10) days in advance of the time and place of any public sale, or of the
      time after which any private sale may be made. However, no notice need be
      provided to any person who, after Default occurs, enters into and
      authenticates an agreement waiving that person's right to notification of
      sale. Grantor agrees that any requirement of reasonable notice as to
      Grantor is satisfied if Lender mails notice by ordinary mail addressed to
      Grantor at the last address Grantor has given Lender in writing. If a
      public sale is held, there shall be sufficient compliance with all
      requirements of notice to the public by a single publication in any
      newspaper of general circulation in the county where the Collateral is
      located, setting forth the time and place of sale and a brief description
      of the property to be sold. Lender may be a purchaser at any public sale.

      SELL SECURITIES. Sell any securities included in the Collateral in a
      manner consistent with applicable federal and state securities laws. If,
      because of restrictions under such laws, Lender is unable, or believes
      Lender is unable, to sell the securities in an open market transaction,
      Grantor agrees that Lender will have no obligation to delay sale until the
      securities can be registered. Then Lender may make a private sale

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1914                      (CONTINUED)                            PAGE 3

      to one or more persons or to a restricted group of persons, even though
      such sale may result in a price that is less favorable than might be
      obtained in an open market transaction. Such a sale will be considered
      commercially reasonable. If any securities held as Collateral are
      "restricted securities" as defined in the Rules of the Securities and
      Exchange Commission (such as Regulation D or Rule 144) or the rules of
      state securities departments under state "Blue Sky" laws, or if Grantor or
      any other owner of the Collateral is an affiliate of the issuer of the
      securities. Grantor agrees that neither Grantor, nor any member of
      Grantor's family, nor any other person signing this Agreement will sell or
      dispose of any securities of such issuer without obtaining Lender's prior
      written consent.

      RIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, FINANCIAL ASSETS
      AND RELATED COLLATERAL. In addition to other rights and remedies granted
      under this Agreement and under applicable law, Lender may exercise any or
      all of the following rights and remedies: (1) register with any issuer or
      broker or other securities intermediary any of the Collateral consisting
      of investment property or financial assets (collectively herein,
      "investment property") in Lender's sole name or in the name of Lender's
      broker, agent or nominee; (2) cause any issuer, broker or other securities
      intermediary to deliver to Lender any of the Collateral consisting of
      securities, or investment property capable of being delivered; (3) enter
      into a control agreement or power of attorney with any issuer or
      securities intermediary with respect to any Collateral consisting of
      investment property, on such terms as Lender may deem appropriate, in its
      sole discretion, including without limitation, an agreement granting to
      Lender any of the rights provided hereunder without further notice to or
      consent by Grantor; (4) execute any such control agreement on Grantor's
      behalf and in Grantor's name, and hereby irrevocably appoints Lender as
      agent and attorney-in-fact, coupled with an interest, for the purpose of
      executing such control agreement on Grantor's behalf; (5) exercise any and
      all rights of Lender under any such control agreement or power of
      attorney; (6) exercise any voting, conversion, registration, purchase,
      option, or other rights with respect to any Collateral; (7) collect, with
      or without legal action, and issue receipts concerning any notes, checks,
      drafts, remittances or distributions that are paid or payable with respect
      to any Collateral consisting of investment property. Any control agreement
      entered with respect to any investment property shall contain the
      following provisions, at Lender's discretion. Lender shall be authorized
      to instruct the issuer, broker or other securities intermediary to take or
      to refrain from taking such actions with respect to the investment
      property as Lender may instruct, without further notice to or consent by
      Grantor. Such actions may include without limitation the issuance of
      entitlement orders, account instructions, general trading or buy or sell
      orders, transfer and redemption orders, and stop loss orders. Lender shall
      be further entitled to instruct the issuer, broker or securities
      intermediary to sell or to liquidate any investment property, or to pay
      the cash surrender or account termination value with respect to any and
      all investment property, and to deliver all such payments and liquidation
      proceeds to Lender. Any such control agreement shall contain such
      authorizations as are necessary to place Lender in "control" of such
      investment collateral, as contemplated under the provisions of the Uniform
      Commercial Code and shall fully authorize Lender to issue "entitlement
      orders" concerning the transfer, redemption, liquidation or disposition of
      investment collateral, in conformance with the provisions of the Uniform
      Commercial Code.

      FORECLOSURE. Maintain a judicial suit for foreclosure and sale of the
      Collateral.

      TRANSFER TITLE. Effect transfer of title upon sale of all or part of the
      Collateral. For this purpose, Grantor irrevocably appoints Lender as
      Grantor's attorney-in-fact to execute endorsements, assignments and
      instruments in the name of Grantor and each of them (if more than one) as
      shall be necessary or reasonable.

      OTHER RIGHTS AND REMEDIES. Have and exercise any or all of the rights and
      remedies of a secured creditor under the provisions of the Uniform
      Commercial Code, at law, in equity, or otherwise.

      APPLICATION OF PROCEEDS. Apply any cash which is part of the Collateral,
      or which is received from the collection or sale of the Collateral, to
      reimbursement of any expenses, including any costs for registration of
      securities, commissions incurred in connection with a sale, reasonable
      attorneys' fees end court costs, whether or not there is a lawsuit and
      including any fees on appeal, incurred by Lender in connection with the
      collection and sale of such Collateral and to the payment of the
      indebtedness of Grantor to Lender, with any excess funds to be paid to
      Grantor as the interests of Grantor may appear. Grantor agrees, to the
      extent permitted by law, to pay any deficiency after application of the
      proceeds of the Collateral to the Indebtedness.

      ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all
      of Lender's rights and remedies, whether evidenced by this Agreement, the
      Related Documents, or by any other writing, shall be cumulative and may be
      exercised singularly or concurrently. Election by Lender to pursue any
      remedy shall not exclude pursuit of any other remedy, and an election to
      make expenditures or to take action to perform an obligation of Grantor
      under this Agreement, after Grantor's failure to perform, shall not affect
      Lender's right to declare a default and exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

      AMENDMENTS. This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement. No alteration of or amendment to
      this Agreement shall be effective unless given in writing and signed by
      the party or parties sought to be charged or bound by the alteration or
      amendment.

      ATTORNEYS' FEES; EXPENSES, Grantor agrees to pay upon demand all of
      Lender's costs and expenses, including Lender's reasonable attorneys' fees
      and Lender's legal expenses, incurred in connection with the enforcement
      of this Agreement. Lender may hire or pay someone else to help enforce
      this Agreement, and Grantor shall pay the costs and expenses of such
      enforcement. Costs and expenses include Lender's reasonable attorneys'
      fees and legal expenses whether or not there is a lawsuit, including
      reasonable attorneys' fees and legal expenses for bankruptcy proceedings
      (including efforts to modify or vacate any automatic stay or injunction),
      appeals, and any anticipated post-judgment collection services. Grantor
      also shall pay all court costs and such additional fees as may be directed
      by the court.

      CAPTION HEADINGS. Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS
      AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA.

      CHOICE OF VENUE. If there is a lawsuit, Grantor agrees upon Lender's
      request to submit to the jurisdiction of the courts of Seminole County,
      State of Florida.

      NO WAIVER BY LENDER. Lander shall not be deemed to have waived any rights
      under this Agreement unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall operate as a waiver of such right or any other right. A waiver by
      Lender of a provision of this Agreement shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision or any other provision of this Agreement. No prior waiver by
      Lender, nor any course of dealing between Lender and Grantor, shall
      constitute a waiver of any of Lender's rights or of any of Grantor's
      obligations as to any future

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1914                       (CONTINUED)                           PAGE 4

      transactions. Whenever the consent of Lender is required under this
      Agreement, the granting of such consent by Lender in any instance shall
      not constitute continuing consent to subsequent instances where such
      consent is required and in all cases such consent may be granted or
      withheld in the sole discretion of Lender.

      NOTICES. Any notice required to be given under this Agreement shall be
      given in writing, and shall be effective when actually delivered, when
      actually received by telefacsimile (unless otherwise required by law),
      when deposited with a nationally recognised overnight courier, or, if
      mailed, when deposited in the United States mail, as first class,
      certified or registered mail postage prepaid, directed to the addresses
      shown near the beginning of this Agreement. Any party may change its
      address for notices under this Agreement by giving written notice to the
      other parties, specifying that the purpose of the notice is to change the
      party's address. For notice purposes, Grantor agrees to keep lender
      informed at ail times of Grantor's current address. Unless otherwise
      provided or required by law, if there is more than one Grantor, any notice
      given by Lender to any Grantor is deemed to be notice given to all
      Grantors.

      SEVERABILITY. If a court of competent jurisdiction finds any provision of
      this Agreement to be illegal, invalid, or unenforceable as to any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance. If feasible, the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable. If the offending provision cannot be so modified,
      it shall be considered deleted from this Agreement. Unless otherwise
      required by law, the illegality, invalidity, or unenforceability of any
      provision of this Agreement shall not affect the legality, validity or
      enforceability of any other provision of this Agreement.

      SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this
      Agreement on transfer of Grantor's interest, this Agreement shall be
      binding upon and inure to the benefit of the parties, their successors and
      assigns. If ownership of the Collateral becomes vested in a person other
      than Grantor, Lender, without notice to Grantor, may deal with Grantor's
      successors with reference to this Agreement and the Indebtedness by way of
      forbearance or extension without releasing Grantor from the obligations of
      this Agreement or liability under the Indebtedness.

      TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
      Agreement.

      WAIVE JURY, ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO ANY
      JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY
      AGAINST ANY OTHER PARTY.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

      AGREEMENT. The word "Agreement" means this Commercial Pledge Agreement, as
      this Commercial Pledge Agreement may be amended or modified from time to
      time, together with all exhibits and schedules attached to this Commercial
      Pledge Agreement from time to time.

      BORROWER. The word "Borrower" means First State Financial Corporation and
      includes all co-signers and co-makers signing the Note.

      COLLATERAL. The word "Collateral" means all of Grantor's right, title and
      interest in and to all the Collateral as described in the Collateral
      Description section of this Agreement.

      DEFAULT. The word "Default" means the Default set forth in this Agreement
      in the section titled "Default".

      GRANTOR. The word "Grantor" means First State Financial Corporation.

      INCOME AND PROCEEDS. The words "Income and Proceeds" mean all present and
      future income, proceeds, earnings, increases, and substitutions from or
      for the Collateral of every kind and nature, including without limitation
      all payments, interest, profits, distributions, benefits, rights, options,
      warrants, dividends, stock dividends, stock splits, stock rights,
      regulatory dividends, subscriptions, monies, claims for money due and to
      become due, proceeds of any insurance on the Collateral, shares of stock
      of different par value or no par value issued in substitution or exchange
      for shares included in the Collateral, and all other property Grantor is
      entitled to receive on account of such Collateral, including accounts,
      documents, instruments, Chattel paper, and general intangibles.

      INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
      the Note or Related Documents, including all principal and interest
      together with all other indebtedness and costs and expenses for which
      Grantor is responsible under this Agreement or under any of the Related
      Documents.

      LENDER. The word "Lender" means Independent Bankers' Bank of Florida, its
      successors and assigns.

      NOTE. The word "Note" means the Note executed by First State Financial
      Corporation in the principal amount of $4,000,000.00 dated April 30, 2004,
      together with all renewals of, extensions of, modifications of,
      refinancings of, consolidations of, and substitutions for the note or
      credit agreement.

      OBLIGOR. The word "Obligor" means without limitation any and all persons
      obligated to pay money or to perform some other act under the Collateral.

      PROPERTY. The word "Property" means all of Grantor's right, title and
      interest in and to all the Property as described in the "Collateral
      Description" section of this Agreement.

      RELATED DOCUMENTS. The words "Related Documents" mean all promissory
      notes, credit agreements, loan agreements, environmental agreements,
      guaranties, security agreements, mortgages, deeds of trust, security
      deeds, collateral mortgages, and all other instruments, agreements and
      documents, whether now or hereafter existing, executed in connection with
      the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED APRIL 30, 2004.

<PAGE>

                           COMMERCIAL PLEDGE AGREEMENT
LOAN NO: 1914                      (CONTINUED)                            PAGE 5

GRANTOR:

FIRST STATE FINANCIAL CORPORATION

BY: /s/ Corey Coughlin
    ---------------------------
    COREY COUGHLIN, PRESIDENT/CEO OF FIRST STATE
    FINANCIAL CORPORATION

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