EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                  MADISON BANK

                                       AND

                                  HENRY SPEIGHT



        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 31st day of

May 2000, by and between MADISON BANK, a Florida chartered commercial bank (the

"Employer" or the "Bank") and Henry Speight ("Employee"). Employer and Employee

are collectively referred to herein as the "Parties."



                                    RECITALS



        WHEREAS, the Bank wishes to retain Employee as its Executive Vice

President/Chief Financial Officer to perform the duties and responsibilities as

are described in this Agreement and as the Bank's Board of Directors ("Board")

may assign to Employee from time to time; and



        WHEREAS, Employee desires to become employed by the Bank and to serve as

the Bank's Vice President/Chief Financial Officer in accordance with the terms

and provisions of this Agreement.



        NOW, THEREFORE, in consideration of the mutual agreements contained

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties hereto represent, warrant, undertake,

covenant and agree as follows:



                                 OPERATIVE TERMS



        1. EMPLOYMENT AND TERM. The Bank shall employ Employee and Employee

shall be employed 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 12 months, commencing on April 26, 2000 (the "Effective Date").

Upon each new day of the 12 month period of employment from the Effective Date

until the employee's 65 birthday, the term of this Agreement shall be

automatically extended for one additional day, to be added to the end of the

then-existing 12 month term. Accordingly, at all times prior to (i) the

employee's attaining age 65 and (ii) a notice of employment termination (or an

actual termination), the term of this Agreement shall be 12 full months.

However, either Party may terminate this Agreement by giving the other Party

written notice of intent not to renew.



        The Board shall, on an annual basis, review Employee's performance and

this Agreement. 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 Cause as defined in Section 9[b]).



        In the event the Employee gives notice of employment termination, the

Bank may elect, at its sole option, to have the term of this Agreement expire

immediately or upon the 30th day following the delivery to the Employer of such

notice of employment termination. Except as otherwise provided in the following

paragraph with respect to a voluntary termination for Good Reason, a voluntary

employment termination by the Employee shall result in the termination of the

rights and obligations of the Parties under this Agreement; provided, however,

that the terms and provisions of Section 12, 13, 14, 15, 16 and 18 shall

continue to apply.







{PAGE}   2



        In the event the Bank desires to involuntarily terminate the Employee's

employment (for purposes of this Agreement, a voluntary employment termination

by the Employee for Good Reason shall be treated as an involuntary termination

of the employee's employment without Cause), the Bank shall deliver to the

Employee a notice of employment termination, and the following provisions shall

apply:



           (a) In the event the involuntary termination is for Cause or due to

           illness or incapacity pursuant to Section 7 herein, this Agreement

           shall terminate immediately upon delivery to the Employee of such

           notice of termination. Such a termination for Cause shall result in

           the termination of all rights and obligations of the Parties under

           this Agreement, with the exception of Sections 13, 14, 15, 16 and 18.



           (b) In the event the involuntary termination is without Cause, the

           Employee shall be entitled to receive the severance benefits set

           forth in Section 9(f) herein and will remain subject to the

           provisions of Sections 13, 14, 15, 16 and 18 herein.

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