EXHIBIT 8A(iii)

                                 EXHIBIT 8A(iii)


                             SECOND MODIFICATION TO
                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT


         This SECOND  MODIFICATION TO BRANCH PURCHASE AND ASSUMPTION  AGREEMENT,
made this 1st day of July, 1997, by and between Rushmore Trust and Savings,  FSB
("Rushmore") and AmericasBank ("AmericasBank"). Witnesseth:

         WHEREAS, by Branch Purchase and Assumption Agreement dated May 31,
1996, as modified on January 31, 1997 (collectively, the Branch Purchase
Agreement), Rushmore intends to sell to AmericasBank, certain assets ("Assets")
and AmericasBank intends to purchase the Assets and assume certain liabilities
in connection therewith upon the terms and conditions therein set forth; and

         WHEREAS, the parties hereto desire to modify and clarify certain of the
terms and conditions set forth in the Branch Purchase Agreement as hereinafter
set forth.

         NOW THEREFORE, this SECOND MODIFICATION TO BRANCH PURCHASE AND
ASSUMPTION AGREEMENT Witnesseth, that for and in consideration of the mutual
terms and conditions hereinafter set forth, and in further consideration of the
sum of One Dollar ($1.00), the adequacy and payment of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

1.       Upon execution of this SECOND MODIFICATION TO BRANCH PURCHASE AND
         ASSUMPTION AGREEMENT, AmericasBank shall pay to Rushmore in immediately
         available funds the sum of Twenty Thousand Dollars ($20,000), so that
         the dollar amount of the deposit referred to in the introductory
         sentence of Section 6.1 of the Branch Purchase Agreement hereby becomes
         Forty Thousand Dollars ($40,000).

2.       Section 14(c) of the Branch Purchase Agreement is hereby modified as
         follows:

         "(c) By the Board of Directors of AmericasBank or Rushmore, or the
         proper officers of either party acting pursuant to the authority of
         their respective Board of Directors, if the Closing has not occurred on
         or before July 31, 1997."

3.       The dollar amount of the deposit referred to in Section 14.5 of the
         Branch Purchase Agreement is hereby changed to Forty Thousand Dollars
         ($40,000).

4.       All of the remaining terms and conditions of the Branch Purchase
         Agreement shall remain unchanged and in full force and effect. The
         Parties hereto identify this SECOND MODIFICATION TO BRANCH PURCHASE AND
         ASSUMPTION AGREEMENT to be a part of the Branch Purchase Agreement,
         and, in the event of any conflict between the provisions of the Branch
         Purchase Agreement and this SECOND MODIFICATION TO BRANCH PURCHASE AND
         ASSUMPTION AGREEMENT, then this SECOND






         MODIFICATION TO BRANCH PURCHASE AND ASSUMPTION AGREEMENT shall
         supersede the provisions of the Branch Purchase Agreement so modified,
         and the language of this SECOND MODIFICATION TO BRANCH PURCHASE AND
         ASSUMPTION AGREEMENT shall prevail.

         IN WITNESS WHEREOF, the parties hereto have caused this SECOND
MODIFICATION TO BRANCH PURCHASE AND ASSUMPTION AGREEMENT to be duly executed by
their respective representatives thereunto duly authorized, as of the date first
above written.


                                       RUSHMORE TRUST AND SAVINGS, FSB

                                              /s/ Xxxxx Xxxxxxx
                                       By:  _______________________________
                                              Xxxxx Xxxxxxx
                                              Chief Executive Officer


                                       AMERICASBANK

                                              /s/ J. Xxxxxxxx Xxxxxxx, III
                                       By:  _______________________________
                                              J. Xxxxxxxx Xxxxxxx, III

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