INDIAN RIVER BANKING COMPANY
EXHIBIT 10(B)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10b.txt
<DESCRIPTION>EXHIBIT 10(B)
<TEXT>

                                                                   Exhibit 10(b)

                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                           INDIAN RIVER NATIONAL BANK
                                       AND
                                PAUL A. BEINDORF

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 7th day of
January, 2003, by and between Indian River National Bank; a national bank
chartered under the laws of the United States of America (the "Employer" or the
"Bank") and Paul A. Beindorf ("Employee"). Employer and Employee are
collectively referred to herein as the "Parties."

                                    RECITALS

         WHEREAS, the Bank wishes to retain Employee as its President/Chief
Executive 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 President/Chief Executive 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 two years commencing on January 1, 2003 (the "Effective Date").

         The Board shall review this Agreement and the Employee's performance
each year in order to determine whether to extend this Agreement for an
additional year. The Board shall provide Employee with notice of its intent to
extend or not extend this Agreement by December 31st of each year. The decision
to extend the term of this Agreement for an additional year is within the sole
discretion of the Board; however, Employee may decline to extend this Agreement
for an additional year by providing notice to the Bank within 10 days of
receiving notice of the Bank's intent to extend this Agreement. References
herein to the term of this Agreement shall refer both to the initial term and
successive terms.

         In the event the Employee gives notice of termination, the Bank may
elect, at its sole option, to have the term of this Agreement expire immediately
or upon the 30th day following delivery to the Employer of such notice of
termination. Except as otherwise provided in: (i) the following paragraph with
respect to a voluntary termination for Good Reason; and (ii) Section 9(f)(ii)
concerning a termination following a Change-in-Control, 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 herein shall continue
to apply.

         In the event the Bank desires to involuntarily terminate 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

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<PAGE>


                  termination of all rights and obligations of the Parties under
                  this Agreement, with the exception of Sections 12, 13, 14, 15,
                  16 and 18 herein.

                  (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 12, 13, 14, 15, 16 and
                  18 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 President and
                  Chief Executive Officer for the Bank and its parent holding
                  company, Indian River Banking Company (collectively,
                  "Company"), through election by the respective Boards. In such
                  capacities, Employee shall have the same powers, duties and
                  responsibilities of supervision and management of the Company
                  usually accorded to a President and Chief Executive Officer of
                  similar financial institutions and holding companies and shall
                  report directly to the Company's Board of Directors. In
                  addition, Employee shall use Employee's best efforts to
                  perform the duties and responsibilities enumerated in this
                  Agreement and any other duties assigned to Employee by the
                  Company's Board of Directors and to utilize and develop
                  contacts and customers to enhance the business of the Company.
                  Specifically, Employee's duties shall include, but not be
                  limited to:

                           (i)      serve as the President and Chief Executive
                                    Officer of the Company;

                           (ii)     serve on the Board, subject to his being
                                    elected by the Company's shareholders;

                           (iii)    perform such executive services for the
                                    Company as may be consistent with his titles
                                    or be assigned to him by the Boards;

                           (iv)     serve on such committees as appointed by the
                                    Boards from time to time;

                           (v)      keep the other executives of the Company and
                                    the Boards informed of important
                                    developments concerning the Company's
                                    activities, industry developments and
                                    regulatory initiatives affecting the
                                    Company;

                           (vi)     maintain adequate expense records relating
                                    to Employee's activities on behalf of the
                                    Company;

                           (vii)    increase the business of the Company;

                           (viii)   coordinate with the Company's other
                                    executives. accountants and attorneys 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

                           (ix)     conduct and undertake all other activities,
                                    responsibilities, and duties normally
                                    expected to be undertaken and accomplished
                                    by a President of a financial institution
                                    similar in scope and operation to the
                                    Company's business.

                  (b) GENERAL DUTIES: During the term of this Agreement,
                  Employee shall devote all of Employee's 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's conduct shall, at all times, reflect
                  positively upon the Company. Employee shall obtain such
                  licenses, certificates, accreditation's and professional
                  memberships and designations as the Company may reasonably
                  require.


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<PAGE>


            (c) BOARD MEMBERSHIPS: In any instance, if Employee is a member of
            the Company's Boards of Directors at the time of a termination of
            employment, Employee's membership on the Boards shall also
            terminate.

         3. COMPENSATION: During the term of this Agreement, Employee shall
receive an annual salary of $160,000 (the "Annual Salary") payable in accordance
with the Bank's standard payroll practices. Employer may adjust the Annual
Salary from time to time based upon the Board's evaluation of Employee's
performance.

         4. PAYMENT OF BUSINESS EXPENSES: Employer 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. Employee is entitled to four weeks paid vacation time per
year on a non-cumulative basis. All vacation time must be scheduled with advance
notice to and coordination with the Chairman of the Board of Directors of the
Bank.

         6. MEDICAL BENEFITS. Employee is entitled to participate in all medical
and health care benefit plans provided by the Bank for its employee's.

         7. ILLNESS/INCAPACITY: Employee shall be paid his full Annual Salary
for any period of his illness or incapacity: provided that such illness or
incapacity does not render Employee unable to perform his duties under this
Agreement for a period longer than three consecutive months. At the end of such
three-month period, Employer may terminate Employee's employment and this
Agreement. In the event Employee is terminated pursuant to this Section,
Employee shall have no right to compensation or other benefits for any period
after such date of termination.

         8. DEATH DURING EMPLOYMENT: In the event of Employee's death during the
term of this Agreement, Employer'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 Employer
will be paid pursuant to its terms.

         9. TERMINATION, SEVERANCE BENEFITS AND CHANGE IN CONTROL BENEFITS.

            (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 CAUSE: The Employer shall have the right, at
            anytime, upon prior written notice of termination satisfying the
            requirements of Section 11 herein, to terminate the Employee's
            employment hereunder, including termination for Cause. For the
            purpose of this Agreement, termination for "Cause" shall mean
            termination for personal dishonesty, incompetence, misconduct or
            conduct which, in the sole discretion of the Bank's Board of
            Directors, negatively reflects upon the Bank, breach of fiduciary
            duty, failure to perform the duties stated in this Agreement,
            violation of any law, rule or regulation(other than minor traffic
            violations or similar offenses), violation of a final
            cease-and-desist order, personal default on indebtedness (which is
            not corrected within 30 days from the date of default), or material
            breach of any provision of this Agreement. In the event Employee is
            terminated for 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
            Employer other than for 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 Section 9(f)(i) herein. In the event the Employee
            is terminated by Employer 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) herein.


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<PAGE>

            (d) TERMINATION FOR GOOD REASON: Employee may terminate his
            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 20 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 position, duties, responsibilities
            and status with the Bank immediately prior to a Change-in-Control of
            the Bank; or the transfer of the Employee to any location outside of
            the county in which he was working immediately prior to the
            Change-in-Control.

            (e) CHANGE-IN-CONTROL: For purposes of this Agreement, a
            "Change-in-Control" shall mean the acquisition of more than 50% of
            the outstanding shares of the Bank or its parent holding company,
            Indian River Banking Company.

            (f)  SEVERANCE BENEFITS AND CHANGE IN CONTROL BENEFITS:

                 (i)    If the Employee shall terminate his employment for Good
                        Reason as defined in Section 9(d) herein, or if the
                        Employee is terminated by the Bank for other than Cause
                        pursuant to Section 9(c) herein, then in lieu of any
                        further salary payments to the Employee for periods
                        subsequent to the date of termination, the Employee
                        shall be paid, as severance, an amount equal to
                        Employee's Annual Salary for one-and-one half years. For
                        example, if Employee's Annual Salary is $160,000 at the
                        time of a termination which entitles Employee to
                        severance payments under this Section 9(f)(i), Employee
                        shall receive severance payments totaling $240,000,
                        payable as described below.

                 (ii)   In the event Employee terminates his employment
                        hereunder for any reason within 60 days of a
                        Change-in-Control, Employee shall be paid, as a change
                        in control benefit, an amount equal to Employee's Annual
                        Salary for one-and-one half years. For example, if
                        Employee's Annual Salary is $160,000 at the time of a
                        termination which entitles Employee to severance
                        payments under this Section 9(f)(i), Employee shall
                        receive severance payments totaling $240,000, payable as
                        described below.

            Any payment under Section 9(f)(i) or 9(f)(ii) shall be made in 18
            substantially equal installments on the first day of each month
            until paid in full.

       10.  REQUIRED PROVISIONS BY REGULATION. Employer and Employee acknowledge
that the laws and regulations governing the Parties require that certain
provisions be provided in each employment agreement with officers and employees
of the Bank. The Parties agree to be bound by the following provisions:

            (a)  SUSPENSION/TEMPORARY PROHIBITION: If the Employee is suspended
            and/or temporarily prohibited from participating in the conduct of
            the Bank's affairs by a notice served under Section 8(e) or (g)(l)
            of the Federal Deposit Insurance Act (12 U.S.C. ss.1818[e][3] and
            [g][l]) the Bank's obligations under this Agreement shall be
            suspended as of the date of such service unless stayed by
            appropriate proceedings. If the charges and the notice are
            dismissed, the Bank may in its discretion:

                 (i)    pay the Employee all or part of the compensation
                        withheld while the obligations under this Agreement are
                        suspended; and

                 (ii)   reinstate (in whole or part) any of the Bank's
                        obligations which were suspended.

            (b)  PERMANENT PROHIBITION: If the Employee is removed and/or
            permanently prohibited from participating in the conduct of the
            Bank's affairs by an order issued under Section 8(e)(4) or


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<PAGE>


            (g)(l) of the Federal Deposit Insurance Act (12 U.S.C. ss.1818[e][4]
            or [g][l]), all of the Bank's obligations under this Agreement shall
            terminate as of the effective date of the order, but the Employee's
            vested rights, if any shall not be affected.

            (c) DEFAULT UNDER FDIA: If the Bank is in default (as defined in
            Section3[x][1] of the Federal Deposit Insurance Act), all
            obligations under this Agreement shall terminate as of the date of
            default, but this subsection of this Agreement shall not affect the
            Employee's vested rights if any.

            (d) REGULATORY TERMINATION: All obligations under this Agreement
            shall be terminated, except to the extent that a determination has
            been made that continuation of this Agreement is necessary for
            continued operation of the Bank:

                (i)  by the Director or his or her designee, at the time the
                     Federal Deposit Insurance Corporation ("FDIC") enters into
                     an agreement to provide assistance to or on behalf of the
                     Bank under the authority contained in Section l3(c) of the
                     Federal Deposit Insurance Act; or

                (ii) by the Director or his or her designee, at the time the
                     Director or his or her designee approves a supervisory
                     merger to resolve problems related to operation of the Bank
                     or when the Bank's determined by the Director to be in
                     unsafe or unsound condition.

            Any of the Employee's rights that have already vested, however,
            shall not be affected by such action. For purposes of this
            subsection of the Agreement, the term "Director" shall mean the
            Director of the FDIC.

        11. NOTICE OF TERMINATION.

            (a) EMPLOYEE'S NOTICE: Employee shall have the right, upon prior
            written notice of termination of not less than 30 days, to terminate
            his employment hereunder. In such event, Employee shall have no
            right after the date of termination to compensation or other
            benefits as provided in this Agreement, unless such termination is
            for "Good Reason," as defined in Section 9(d) herein. If the
            Employee provides a notice of termination for Good Reason, the date
            of termination shall be the date on which the notice of termination
            is given.

            (b) SPECIFICITY: Any termination of the Employee's employment by the
            Bank or by Employee shall be communicated by written notice of
            termination to the other Party hereto. For purposes of this
            Agreement, a "notice of termination" shall mean a dated notice which
            shall:

                (i)    indicate the specific termination provision in the
                       Agreement relied upon;

                (ii)   set forth in reasonable detail the facts and
                       circumstances claimed to provide a basis for termination
                       of the Employee's employment under the provision so
                       indicated; and

                (iii)  set forth the date of termination, which shall be not
                       less than 30 days nor more than 45 days after such notice
                       of termination is given, except in the case of the Bank's
                       termination of the Employee's employment for Cause, in
                       which case date of termination shall be the date such
                       notice of termination is given.

            (c) Delivery of Notices: All notices given or required to be given
            herein shall be in writing, sent by United States first-class
            certified or registered mail, postage prepaid, by way of overnight
            carrier or by hand delivery. If to the Employee (or to the
            Employee's spouse or estate upon the Employee's death) notice shall
            be sent to Employee's last-known address, and if to Employer, notice
            shall be sent to the corporate headquarters. All such notices shall
            be effective


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<PAGE>


            five days after having been deposited in the mail (if sent via
            first-class certified or registered mail), or upon delivery if by
            hand delivery or sent via overnight carrier. Either Party, by notice
            in writing, may change or designate the place for receipt of all
            such notices.

       12.  POST-TERMINATION OBLIGATIONS. Employer shall pay to Employee such
compensation as is required pursuant to this Agreement; provided, however, any
such payment shall be subject to Employee's post-termination cooperation. Such
cooperation shall include the following:

                (i)    Employee shall furnish such information and assistance as
                       may be reasonably required by Employer in connection with
                       any litigation or settlement of any dispute between
                       Employer, a borrower and/or any other third parties
                       (including without limitation serving as a witness in
                       court or other proceedings);

                (ii)   Employee shall provide such information or assistance to
                       Employer in connection with any regulatory examination by
                       any state or federal regulatory agency; and

                (iii)  Employee shall keep the Bank's trade secrets and other
                       proprietary or confidential information secret to the
                       fullest extent practicable, subject to compliance with
                       all applicable laws.

       Upon submission of proper receipts, Employer shall promptly reimburse
Employee for any reasonable expenses incurred by Employee in complying with the
provisions of this Section.

       13. INDEBTEDNESS. If during the term of this Agreement, Employee
becomes indebted to the Bank for any reason, the Bank may, at its election, set
off and collect any sums due Employee out of any amounts which the Bank may owe
Employee from his Annual Salary or other compensation. Furthermore, upon the
termination of this Agreement, all sums owed by Employee shall become
immediately due and payable. Employee shall pay all expenses and attorney's fees
actually or necessarily incurred by the Bank in connection with any collection
proceeding for Employee's indebtedness to us. Notwithstanding any of the
foregoing, any indebtedness to the Bank secured by a mortgage on Employee's
primary residence shall not be subject to the foregoing provisions, and shall be
governed by the loan documents evidencing such indebtedness.

       14. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee
shall use his best efforts and utmost diligence to guard and protect all of the
Bank's trade secrets and confidential information. Employee shall not, either
during the term or after termination of this Agreement, for whatever reason,
use, in any capacity, or divulge or disclose in any manner, to any Person, the
identity of the Bank's customers, or its customer lists, methods of operation,
marketing and promotional methods, processes, techniques, systems, formulas,
programs or other trade secrets or confidential information relating to the
Bank's business. Upon termination of this Agreement or Employee's employment,
for any reason, Employee shall immediately return and deliver to the Bank all
records and papers and all matters of whatever nature which bear trade secrets
or confidential information relating to the Bank.

       15. COMPETITIVE ACTIVITIES.

           (a) LIMITATION ON OUTSIDE ACTIVITIES: Employee agrees that during the
           term of this Agreement, except with the express consent of the Board,
           Employee will not, directly or indirectly, engage in, participate in,
           become a director of, render advisory or other services to, become
           interested in, or make any financial investment in any firm,
           corporation, business entity or business enterprise whether or not
           competitive with or to any business of the Bank; provided, however,
           that Employee shall not be precluded or prohibited from owning
           passive investments, including investments in the securities of other
           financial institutions, so long as such ownership does not require
           Employee to devote substantial time to management or control of the
           business or activities in which Employee has invested.


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<PAGE>


           (b) AGREEMENT NOT TO COMPETE: Employee acknowledges that by virtue of
           his employment with the Bank, Employee will acquire an intimate
           knowledge of the activities and affairs of the Bank, including trade
           secrets and other confidential matters. Employee, therefore, agrees
           that during the term of this Agreement, and for a period of six
           mouths (in the event Employee does not receive severance
           compensation) or 18 months (in the event Employee does receive
           severance compensation) following the termination of Employee's
           employment hereunder, Employee shall not become employed, directly or
           indirectly, whether as an employee, independent contractor,
           consultant, or otherwise, with any federally-insured financial
           institution, financial holding company, bank holding company, or
           other financial services provider located in Indian River County,
           Florida that offers similar products or services as those offered by
           the Bank, or with any Person whose intent it is to organize another
           such company or entity located in Indian River County, Florida.

           Employee further agrees that for a period of 18 months following the
           termination of Employee's employment hereunder for any reason,
           Employee shall not directly or indirectly solicit the business of any
           then current customer of the Bank, regardless of whether or not
           Employee was responsible for generating such customer's business for
           the Bank. This restriction shall apply to both loan customers and
           depositors of the Bank.

           Employee hereby agrees that the duration of the anticompetitive
           covenant setforth herein is reasonable, and that its geographic scope
           is not unduly restrictive.

       16. REMEDIES FOR BREACH.

           (a) ARBITRATION: The Parties agree that, except for the specific
           remedies for Injunctive Relief as contained in Section 16(b) and
           other equitable relief, any controversy or claim arising out of or
           relating to this Agreement, or any breach thereof, including, without
           limitation, any claim that this Agreement or any portion thereof is
           invalid, illegal or otherwise voidable, shall be submitted to binding
           arbitration before and in accordance with the Rules of the American
           Arbitration Association and judgment upon the determination and/or
           award of such arbitrator may be entered in any court having
           jurisdiction thereof; provided, however, that this clause shall not
           be construed to permit the award of punitive damages to either Party.
           The prevailing Party to said arbitration shall be entitled to an
           award of reasonable attorneys' fees. The venue for arbitration shall
           be in Indian River County, Florida.

           (b) INJUNCTIVE RELIEF: The Parties acknowledge and agree that the
           services to be performed by Employee are special and unique and that
           money damages cannot fully compensate Employer in the event of
           Employee's violation of the provisions of Section 15 of this
           Agreement. Thus, in the event of a breach of any of the provisions of
           such Section, Employee agrees that Employer, upon application to a
           court of competent jurisdiction, shall be entitled to an injunction
           restraining Employee from any further breach of the terms and
           provision of such Section. Should Employer prevail in an action
           seeking an injunction restraining Employee, Employee shall pay all
           costs and reasonable attorneys fees incurred by Employer in and
           relating to obtaining such injunction. Such injunctive relief may be
           obtained without bond and Employee's sole remedy, in the event of the
           entry of such injunction, shall be the dissolution of such
           injunction. Employee hereby waives any and all claims for damages by
           reason of the wrongful issuance of any such injunction.

           (c) CUMULATIVE REMEDIES: Notwithstanding any other provision of this
           Agreement, the injunctive relief described in Section 16(b) herein
           and all other remedies provided for in this Agreement which are
           available to Employer as a result of Employee's breach of this
           Agreement, are in addition to and shall not limit any and all
           remedies existing at or in equity which may also be available to
           Employer.

       17. ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, his heirs, assigns,
executors, and personal representatives, and to the Bank, and to the


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<PAGE>

extent applicable, its successors, and assigns, including, without limitation,
any person, partnership, or corporation which may acquire all or substantially
all of the Bank's assets and business, or with or into which the Bank may be
consolidated or merged, and this provision shall apply in the event of all
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Section 10 herein.

       18. MISCELLANEOUS.

           (a) AMENDMENT OF AGREEMENT: Unless as otherwise provided herein, this
           Agreement may not be modified or amended except in writing signed by
           the Parties.

           (b) CERTAIN DEFINITIONS: For purposes of this Agreement,
           the following terms whenever capitalized herein shall have the
           following meanings:

               (i)   "Person" shall mean any natural person, corporation,
                     partnership (general or limited), trust, association or any
                     other business entity.

               (ii)  "Attorneys' Fees" shall include the legal fees and
                     disbursements charged by attorneys and their related travel
                     and lodging expenses, court costs, paralegal fees, etc.
                     incurred in settlement, trial, appeal or in bankruptcy
                     proceedings.

            (c) HEADINGS FOR REFERENCE ONLY: The headings of the Sections and
            the Subsections herein are included solely for convenient reference
            and shall not control the meaning of the interpretation of any of
            the provisions of this Agreement.

            (d) GOVERNING LAW/JURISDICTION: This Agreement shall be construed in
            accordance with and governed by the laws of the State of Florida.
            Any litigation or arbitration involving the Parties and their rights
            and obligations hereunder shall be brought in the appropriate court
            in Indian River County, Florida.

            (e) SEVERABILITY: If any of the provisions of this Agreement shall
            be held invalid for any reason, the remainder of this Agreement
            shall not be affected thereby and shall remain in full force and
            effect in accordance with the remainder of its terms.

            (f) ENTIRE AGREEMENT: This Agreement and all other documents
            incorporated or referred to herein, contain the entire agreement of
            the Parties and there are no representations, inducements or other
            provisions other than those expressed in writing herein. This
            Agreement amends, supplants and supersedes any and all prior
            agreements between the Parties. No modification, supplementation,
            waiver or discharge of any provision or any breach of this Agreement
            shall be effective unless it is in writing signed by both Parties. A
            Party's waiver of the other Party's breach of any provision of this
            Agreement, shall not operate, or be construed, as a waiver of any
            subsequent breach of that provision or of any other provision of
            this Agreement.

            (g) WAIVER: No course of conduct by Employer or Employee and no
            delay or omission of Employer or Employee to exercise any right or
            power given under this Agreement shall: (i) impair the subsequent
            exercise of any right or power. or (ii) be construed to be a waiver
            of any default or any acquiescence in or consent to the curing of
            any default while any other default shall continue to exist, or be
            construed to be a waiver of such continuing default or of any other
            right or power that shall theretofore have arisen. Any power and/or
            remedy granted by law and by this Agreement to any Party hereto may
            be exercised from time to time, and as often as may be deemed
            expedient. All such rights and powers shall be cumulative to the
            fullest extent permitted by law.

            (h) PRONOUNS: As used herein, words in the singular include the
            plural, and the masculine include the feminine and neuter gender, as
            appropriate.


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<PAGE>



            (i) RECITALS: The Recitals set forth at the beginning of this
            Agreement shall be deemed to be incorporated into this Agreement by
            this reference as if fully set forth herein; and this Agreement
            shall be interpreted with reference to and in light of such
            Recitals.













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<PAGE>



         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.

EMPLOYEE                                     INDIAN RIVER NATIONAL BANK

 /s/ Paul A. Beindorf                        By:  /s/ John David Smith
-----------------------------------------        -------------------------------
Paul A. Beindorf                             John David Smith
                                             on behalf of the Board of Directors



-----------------------------------------    -----------------------------------
Witness                                      Witness


         IN WITNESS WHEREOF, Indian River Banking Company hereby specifically
agrees to the provisions of Section 2 of this Agreement as of the day and year
first written above.

INDIAN RIVER BANKING COMPANY

By: /s/ John David Smith
    -------------------------------------
     John David Smith
     on behalf of the Board of Directors



-----------------------------------------
Witness



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