EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 11, 2002

(the "Effective Date"), by and between Madison Bank, a Florida chartered

commercial bank (the "Bank"), and O.B. Young, III (the "Employee").



                                   WITNESSETH:



     WHEREAS, the Bank desires to employ Employee as Executive Vice

President/Customer Service of the Bank to perform the duties and

responsibilities as are described in this Agreement; and



     WHEREAS, the Bank wishes to assure itself of the services of Employee for

the period provided in this Agreement and Employee is willing to serve in the

employ of the Bank for such period upon the terms and conditions hereinafter set

forth.



     NOW, THEREFORE, in consideration of the mutual covenants, premises, and

agreements of the parties hereto and the mutual benefits to be gained by the

performance thereof and for other good and valuable consideration, the receipt

and sufficiency of which hereby are acknowledged, and as a condition of

Employee's employment by the Bank, the parties hereto for themselves and their

respective heirs, personal representatives, successors and assigns covenant and

agree as follows:



1. DEFINITIONS.



            (a) The term "Bank Documentation" shall mean notes, memoranda,

reports, lists, records, drawings, sketches, specifications, software programs,

books, files, forms, papers, accounts, data, documentation or other materials of

any nature and in any form, whether written, printed, or in digital format or

otherwise, whether prepared or paid for by Employee or anyone else, relating to

any matter within the scope of the Bank's business affairs or concerning any of

its dealings or affairs.



            (b) The term "Confidential Information" shall mean any information

concerning the organization, business or finances of the Bank or of any third

party which the Bank is under an obligation to keep confidential that is

maintained by the Bank as confidential. Such Confidential Information shall

include, but is not limited to, trade secrets or confidential information

respecting inventions, products, designs, market research data or analyses,

development, technical information, pricing policies, methods of operation,

marketing activities and procedures, methods, know-how, techniques, systems,

processes, software programs, works of authorship, customer lists, projects,

plans, proposals, and corporate strategies, credit and financial and other data

concerning the Bank or the Bank's Customers (as defined below). The term

"Confidential Information" does not include information which (i) is or becomes

generally available to the public other than as a result of a disclosure by

Employee, (ii) was within Employee's possession prior to its being furnished to

Employee by or on behalf of the Bank pursuant hereto, provided that the source

of such information was not known by Employee to be bound by a confidentiality

agreement with or other contractual, legal or fiduciary obligation of

confidentiality to the Bank or any other party with respect to such information

or (iii) becomes available to Employee on a non-confidential basis from a source

other than the Bank, provided that such source is not bound by a confidentiality

agreement with or other contractual, legal or fiduciary obligation of

confidentiality to the Bank to such information.



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            (c) The term "Customers" shall mean any natural persons,

partnerships, corporations, limited liability companies, professional

associations or other organizations or entities for which the Bank (i) performs

banking or related services during the Term (as hereinafter defined); or (ii)

anytime during the twelve (12) months preceding the expiration or termination of

Employee's employment has prepared and presented a specific proposal to provide

banking or related services.



            (d) The term "Development" shall mean any invention, modification,

discovery, design, development, improvement, process, software program, work of

authorship, documentation, formula, data, technique, know-how, trade secret or

intellectual property right whatsoever or any interest therein (whether or not

patentable or registrable under copyright, trademark or similar statutes) that

(a) relates to the business of the Bank or any Customer of or supplier to the

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