EMPLOYMENT AGREEMENT

1.

Employment and Term .  The Bank shall employ Employee pursuant to the terms of this Agreement to perform the services specified in Section 2 herein. The initial term of employment shall be for a period of twelve (12) months, commencing on the Effective Date. Upon each new day of the twelve (12) month period of employment from the Effective Date until the Employee's 65th (sixty-fifth) birthday, the term of this Agreement shall be automatically extended for one (1) additional day, to be added to the end of the then-existing twelve (12) month term. Accordingly, at all times prior to (i) the Employee's attaining age sixty-five (65) or (ii) a Notice of Termination, as defined in Section 9(b) (or an actual termination) the term of this Agreement shall be twelve (12) full months. However, either Party may terminate this Agreement by giving the other Party written notice of intent not to renew. The automatic extensions of the term of this Agreement shall immediately be suspended upon an employment termination by reason of death or disability or retirement, or an employment termination made voluntarily by the Employee (other than for Good Reason as defined in Section 9(d), or involuntarily for Just Cause as defined in Section 9(b)). Additionally, the Board shall, on an annual basis, review Employee's performance to determine whether this Agreement should continue to be extended. The Board's action will be reflected in the Board's meeting minutes.

(a)

In the event the involuntary termination is for Just Cause, this Agreement shall terminate immediately upon delivery to the Employee of such Notice of Termination.  Such a termination for Just Cause shall result in the termination of all rights and obligations of the Parties under this Agreement.

(b)

In the event the involuntary termination is without Just Cause, the Employee shall be entitled to receive the severance benefits set forth in Sections 9(f) and 9(g) herein.

2.

Position, Responsibilities and Duties .  During the term of this Agreement, Employee shall serve in the following capacities and shall fulfill the following responsibilities and duties:

(a)

Specific Duties:  Employee shall serve as the Bank's Chief Financial Officer or in such other position as shall be designated by the Board of Directors in its sole discretion.  In such capacity, Employee shall have the same powers, duties and responsibilities of supervision and management of the Bank usually accorded to Chief Financial Officers of similar financial institutions.  In addition, Employee shall use her best efforts to perform the duties and responsibilities enumerated in this Agreement and any other duties assigned to Employee by the Board and to utilize and develop contacts and customers to enhance the business of the Bank.  Specifically, Employee shall devote her full business time and attention and use her best efforts to accomplish and fulfill the following duties and responsibilities, as well as other duties assigned to Employee from time to time by the Board:

(i)

serve as the Chief Financial Officer of the Bank;

(ii)

perform such executive services for the Bank as may be consistent with her titles or be assigned to her by the Board;

(iii)

serve on such  committees as appointed by the Board from time to time;

(iv)

keep the other executives of the Bank and the Board informed of important developments concerning the Bank's activities, industry developments and regulatory initiatives affecting the Bank;

(v)

maintain adequate expense records relating to Employee's activities on behalf of the Bank;

(vi)

coordinate with the Bank's other executives to the extent necessary to further the business of the Bank, keeping in compliance with government laws and regulations and otherwise keeping the Bank in as good a financial and legal posture as possible; and

(vii)

conduct and undertake all other activities, responsibilities, and duties normally expected to be undertaken and accomplished by a Chief Financial Officer of a financial institution similar in scope and operation to the Bank's business.

(viii)

any additional duties specific to Chief Financial Officer.

(b)

General Duties:  During the term of this Agreement, and except for illness, vacation periods and leaves of absences, Employee shall devote all of her working time, attention, skill and best efforts to accomplish and faithfully perform all of the duties assigned to Employee on a full-time basis.  Employee shall, at all times, conduct herself in a manner that will reflect positively upon the Bank.  Employee shall obtain such licenses, certificates, accreditations and professional memberships and designations as the Bank may reasonably require.  Employee shall join and maintain membership in such social and civic organizations as Employee or the Board deems appropriate to foster the Bank's contacts and business network in the community.

3.

Compensation .  During the term of this Agreement, Employee shall be compensated as follows:

(a)

Base Salary:  Employee shall receive an annual salary of $145,000 (the "Base Salary") in equal installments, in accordance with the Bank's standard payroll practices, reduced appropriately by deductions for federal income withholding taxes, social security taxes and other deductions required by applicable laws.  The Bank will in good faith review the Employee's Base Salary on an annual basis.  In no event, however, will the Base Salary be reduced without Employee's written concurrence.

(b)

Incentive Compensation and Bonus:  Employee shall be entitled to receive such incentive compensation and bonuses as may be determined from time to time by the Board of Directors.

(c)

Stock and Other Benefit Plans:  During the term of this Agreement, the Employee will be entitled to participate in and receive the benefits of any stock option plans, stock ownership plans, profit-sharing plans, 401(k) plans, or other plans, benefits and privileges given to employees and executives of the Bank which are currently in effect at the execution of this Agreement, or which may come into existence thereafter, to the extent the Employee is otherwise eligible and qualifies to so participate in and receive such benefits or privileges.  The Bank shall not make any changes in such plans, benefits or privileges which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers (Vice President or above) of the Bank and does not result in a proportionately greater adverse change in the rights of or benefits to the Employee as compared with any other executive officer of the Bank.  Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Base Salary payable to the Employee pursuant to this Section 3.

4.

Payment of Business Expenses .  Employee is authorized to incur reasonable expenses in performing her duties.  The Bank will reimburse Employee for authorized expenses, according to the Bank's established policies, promptly after Employee's presentation of an itemized account of such expenditures.

5.

Vacation and Perquisites .  Employee will be entitled to paid vacation time each year pursuant to the Bank's policy as it may be revised from time to time.  The Employee shall receive the use of an automobile or an automobile allowance on terms determined of the Board of Directors from time to time.

6.

Medical Benefits .  Employee is entitled to participate in all medical and health care benefit plans through health insurance, corporate funds, medical reimbursement plans or other plans, if any, provided, or to be provided, by the Bank for its employees.

7.

Disability/Illness .

(a)

Illness:  Employee shall be paid her full Base Salary for any period of her illness or incapacity: provided that such illness or incapacity does not render Employee unable to perform her duties under this Agreement for a period longer than three (3) consecutive months.  At the end of such three (3) month period, the Bank may terminate Employee's employment and this Agreement.

(b)

Disability:  If the Bank terminates this Agreement pursuant to Employee's disability as determined under Section 7(a) herein, the Bank shall pay to Employee, as a disability payment, an amount equal to Employee's monthly Base Salary, payable in substantially equal semi-monthly installments on the fifteenth and last days of each month, commencing on the effective date of Employee's separation from service and ending on the earlier of:

(i)

the date Employee returns to full time employment in her capacity as the Bank's Chief Financial Officer;

(ii)

Employee's full time employment by another employer;

(iii)

three (3) months after the date of such separation, after which Employee will be entitled to receive benefits under any disability insurance plan provided by the Bank; or

(iv)

the date of Employee's death.

(v)

The Bank may satisfy its obligations under this Section of this Agreement, at its option, through the purchase of disability insurance.  The provisions of such policy will control the amounts paid to Employee.  Such disability insurance will be coordinated with any disability plans made available to Employee pursuant to Section 6 of this Agreement.

(c)

Continuation of Coverages:  During any period of illness or disability, the Bank will continue any other life, health and disability coverages for Employee substantially identical to the coverages maintained prior to Employee's separation from service on account of disability.  Such coverages shall cease upon the earlier of:

(i)

Employee's full time employment by another employer;

(ii)

one (1) year after the date of such separation (with the exception of disability insurance coverage); or

(iii)

the date of Employee's death.

(d)

No Reduction in Base Salary:  During the period in which Employee is disabled or subject to illness or incapacity, other than as described in Section 7(b) herein, there shall be no reduction in Employee's Base Salary.

8.

Death During Employment .  In the event of Employee's death during the term of this Agreement, the Bank's obligation to Employee shall be limited to the portion of Employee's compensation which would be payable up to the first working day of the first month after Employee's death, except that any compensation payable to Employee under any benefit plan maintained by the Bank will be paid pursuant to its terms.

9.

Termination .

(a)

Illness, Incapacity or Death:  This Agreement shall terminate upon Employee's illness, incapacity or death in accordance with the provisions of Sections 7 and 8 herein.

(b)

Termination for Just Cause:  The Bank shall have the right, at any time, upon prior written Notice of Termination satisfying the requirements of Section 10 herein, to terminate the Employee's employment hereunder, including termination for Just Cause.  For the purpose of this Agreement, termination for Just Cause shall mean termination for personal dishonesty, willful misconduct, material breach of fiduciary duty, continuing failure, after notice, to satisfactorily perform the duties stated in this Agreement, violation of any law, rule or regulation (other than traffic violations or misdemeanors not related to theft or dishonesty, or that would not reflect poorly on the Bank), violation of a final cease-and-desist order, negligence or misconduct in the performance of Employee’s duties or material breach of any provision of this Agreement.  In the event Employee is terminated for Just Cause, Employee shall have no right to compensation or other benefits for any period after such date of termination.

(c)

Involuntary Termination:  If the Employee is terminated by the Bank other than for Just Cause or in connection with a Change In Control (as defined in Section 9(e) herein), Employee's right to compensation and other benefits under this Agreement shall be as set forth in Sections 9(f)(i) and 9(g) herein.  In the event the Employee is terminated by the Bank in connection with a Change In Control, Employee's right to compensation and other benefits under this Agreement shall be as set forth in Section 9(f)(ii) and 9(g) herein.

(d)

Termination for Good Reason:  Employee may terminate her employment hereunder for Good Reason.  For purposes of this Agreement, Good Reason shall mean (i) a failure by the Bank to comply with any material provision of this Agreement, which failure has not been cured within ten (10) days after a notice of such noncompliance has been given by the Employee to the Bank; or (ii) subsequent to a Change In Control as defined in Section 9(e) herein and without the Employee's express written consent, any of the following shall occur:  the assignment to the Employee of any duties inconsistent with the Employee's positions, duties, responsibilities and status with the Bank immediately prior to a Change In Control; a change in the Employee's reporting responsibilities, titles or offices as in effect immediately prior to a Change In Control; any removal of the Employee from, or any failure to re-elect the Employee to, any of such positions, except in connection with a termination  of employment for Just Cause, disability, death, or removal pursuant to Sections 9(a) or 9(b) herein; a reduction by the Bank in the Employee's annual salary as in effect  immediately prior to a Change In Control; the failure of the Bank to continue in effect any bonus, benefit or compensation plan, life insurance plan, health and accident plan or disability plan in which the Employee is participating at the time of a Change In Control, or the taking of any action by the Bank which would adversely affect the Employee's participation in or materially reduce the Employee's benefits under any of such plans, or the transfer of the Employee to any location outside of Duval or Clay Counties, Florida or the assignment of substantial duties to the Employee to be completed outside Duval, St. Johns or Clay Counties, Florida.