PROMISSORY NOTE WITH REVOLVING FEATURE

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify in writing, the sum of Five Million and 00/100 Dollars ($5,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note With Revolving Feature (including all renewals, extensions or modifications hereof, this "Note").

1. USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of Borrower in supporting the working capital needs of the Subsidiary as defined herein below.

2. SECURITY. This Note is secured by one hundred percent (100%) of all issued and outstanding shares of capital stock in 1 ^st United BANK, a Florida banking corporation/Borrower’s subsidiary (“Subsidiary”).

3. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time. The interest on this Note shall accrue on the unpaid principal balance of this Note from the date hereof at the rate equal to the LIBOR 90 day index (the “LIBOR Rate”), as the LIBOR Rate is published from time to time by the British Bankers’ Association (as of June 25, 2008, 2.81%), plus 200 basis points (2.00%), however, in no event shall the interest rate on this Note be less than 4.50% . The interest rate will be adjusted daily to reflect a change in the LIBOR Rate. The foregoing is a reference rate for information and use of the Bank herein in establishing the actual rates to be charged to Borrower and does not necessarily constitute its lowest or best rate. In the event the interest rate defined above shall no longer be published, then in such event the Bank shall, in its sole discretion, select a comparable money center bank index and give notice to the Borrower. The change in the interest rate is effective whether or not Bank gives Borrower notice of the change.

4. DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations shall bear interest at the interest rate of 18% per annum ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full.

5. INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.

DOCUMENTARY STAMP TAXES IN THE AMOUNT REQUIRED BY LAW ARE BEING PAID DIRECTLY TO THE DEPARTMENT OF REVENUE.

6. PREPAYMENT COMPENSATION. Principal may be prepaid in whole or in part at any time without premium or penalty, provided however, that if Borrower closes the line of credit as evidenced by this Note prior to maturity (with the exception if Borrower is sold to an unrelated person or entity), Borrower shall be subject to a One Hundred Fifty Thousand and 00/100 Dollar ($150,000.00) prepayment penalty. Any prepayment in whole or in part shall include accrued interest and all other sums then due under any of the Loan Documents. No partial prepayment shall affect the obligation of Borrower to make any payment of principal or interest due under this Note on the due dates specified. Notwithstanding the foregoing, Borrower must maintain a minimum outstanding principal balance of Five Hundred Thousand and 00/100 Dollars ($500,000.00) at all times during the Term of this Note and the loan it evidences.

7. ACCURATE FINANCIAL INFORMATION. Borrower represents and covenants to Bank that on and after the date of this Note: (i) all financial statements of Borrower or Subsidiary furnished to Bank are correct and accurately reflect in all material respects the financial conditions of Borrower or Subsidiary, as the case may be, as of the respective dates thereof; (ii) Borrower maintains adequate records and books of account in which complete entries are made in accordance with tax method principles, consistently applied reflecting all financial transactions of borrower, and (iii) at such times as Bank requests, Borrower will furnish Bank with such financial information as Bank may reasonably request. Notwithstanding the forgoing, Borrower and Subsidiary are to provide updated financial information as more particularly set forth in the Loan Agreement, as defined below.

8. REPAYMENT TERMS. The Term of this Note shall be twelve (12) years. For the initial two (2) years, interest only shall be paid in consecutive quarterly installments commencing on the 2 ^nd day of October, 2008 and on the same day of each quarter thereafter (the “Initial Period”). Immediately following the Initial Period, payments of principal plus interest (based upon a ten (10) year amortization schedule) shall be due on a monthly basis beginning on the 2 ^nd day of August, 2010 and on the same day of each month thereafter. On July 2, 2020 (the “Maturity Date”), Borrower shall pay all outstanding principal and accrued and unpaid interest, and any and all other amounts due Bank, in full.

9. REVOLVING FEATURE. Borrower may borrow, repay and re-borrow hereunder at any time, up to a maximum aggregate amount outstanding at any one time equal to the principal amount of this Note, provided that Borrower is not in default under any provision of this Note, any other Loan Document executed in connection with this Note, or any other note or other loan documents now or hereafter executed in connection with any other obligation of Borrower to Bank, and provided that the borrowings hereunder do not exceed any borrowing base or other limitation on borrowings by Borrower as more particularly set forth in the Loan and Stock Pledge Agreement dated as of even date herewith (the “Loan Agreement”). Bank shall incur no liability for its refusal to advance funds based upon its determination that any conditions of such further advances have not been met.

Advances under this Note must be requested in writing by Borrower. Any one of the following people are authorized to request advances and authorized payments under the line of credit: John Marino, as Executive Vice President/CFO. 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 Bank. Bank will have no obligation to advance funds under this Note if: (A) Borrower or any Subsidiary is in default under the terms of this Note or any agreement that Borrower or any Subsidiary has with the Bank after the expiration of any applicable cure periods, (B) Borrower or Subsidiary ceases doing business or is insolvent, (C) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Bank, or (D) Bank in good faith believes itself insecure.

10. APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied to accrued interest and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

11. DEFINITIONS. Loan Documents. The term "Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and includes, without limitation, this Note, the Loan Agreement, that certain commitment letter dated June 17, 2008 from Bank to Borrower (the “Commitment”) guaranty agreements, security

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agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any