EXHIBIT 10.1.1

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                 CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.

                                 EXHIBIT 10.1.1

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                       AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of
the 24th day of August, 1999, is entered into by and among CITIZENS BANCSHARES
OF SOUTHWEST FLORIDA, INC., a Florida corporation (the "Company"), CITIZENS
NATIONAL BANK OF SOUTHWEST FLORIDA, a national banking association (the "Bank")
(the Company and the Bank are collectively referred to herein as the
"Employer") and XXXXXXX X. XxXXXXXX ("Executive").

                             W I T N E S S E T H :

         WHEREAS, the Employer and Executive have entered into an Employment
Agreement dated as of April 28, 1999 (the "Employment Agreement");

         WHEREAS, Executive is entitled under the terms of the Employment
Agreement to be issued certain options as of April 28, 1999 to purchase shares
of the common stock of the Company;

         WHEREAS, as of the date of this Amendment, Executive has not been
issued any stock options by the Company;

         WHEREAS, Executive desires to waive any right to be issued stock
options as of April 28, 1999 in consideration of the grant of incentive stock
options by the Company to Executive pursuant to the Company's 1999 Stock Option
Plan; and

         WHEREAS, the Board of Directors of the Company deems it to be in the
best interest of the Company to grant to Executive certain stock options
pursuant to the Company's 1999 Stock Option Plan.

         NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained and other good and valuable consideration, the
parties hereto agree that the Employment Agreement is hereby amended by
deleting Part C of Exhibit A in its entirety, and inserting the following in
lieu thereof:

         C. STOCK OPTIONS. The Company shall grant to Executive, pursuant to
the Company's 1999 Stock Option Plan (the "Plan"), incentive stock options to
purchase Thirty Thousand (30,000) shares of the common stock of the Company at
an exercise price equal to the fair market value of such shares on the date of
grant. Unless sooner vested as a result of other terms of this or any other
Agreement, twenty percent (20%) of these options shall vest on December 31,
1999, and twenty percent (20%) shall vest on the 31st day of December on each
of the successive four years. Unless these options expire earlier pursuant to
the terms of this Agreement, these options shall expire at the end of the
ten-year period commencing on the date on which the options are granted. The
provisions of this paragraph shall in no way limit the availability of
additional options to executive.

         All other provisions of the Employment Agreement shall remain in full
force and effect as originally written.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


"EXECUTIVE"                           "COMPANY"

                                      CITIZENS BANCSHARES OF
                                      SOUTHWEST FLORIDA, INC.


 /s/ Xxxxxxx X. XxXxxxxx(L.S)      By: /s/ Xxxxx X. Xxxxxx
----------------------------          ---------------------------
Xxxxxxx X. Xxxxxxxx                   Xxxxx X. Xxxxxx
                                      President


                                      "BANK"

                                      CITIZENS NATIONAL BANK OF
                                      SOUTHWEST FLORIDA


                                   By: /s/ Xxxxx X. Xxxxxx
                                      ---------------------------
                                      Xxxxx X. Xxxxxx
                                      President