Amended Form of Sales Agency Agreement

LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.


SALES AGENCY AGREEMENT


June 23, 1999


BERTHEL FISHER FINANCIAL SERVICES, INC. 100 Second Street, N.E. Cedar Rapids, Iowa 52407-4250


Ladies and Gentlemen:


This letter sets forth and confirms the terms and conditions of the engagement (the "Agreement") of Berthel Fisher Financial Services, Inc. ("Berthel Fisher") by Lehigh Acres First National Bancshares, Inc. (the "Company") as exclusive selling agent of the Company with respect to the Company's proposed public offering (the "Offering") of its common stock. The Offering will be made pursuant to a registration statement on Form SB-2 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") and by means of a prospectus (the "Prospectus"), which will be provided to Berthel Fisher.


1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents and warrants to, and agrees with, Berthel Fisher
as follows:


(a) The Registration Statement and the Prospectus do not and will
not contain any untrue statements of material fact or omit to
state any material facts required to be stated therein or
necessary to make the statements therein are, in the light of
the circumstances under which they were made, not misleading.


(b) The Company is a corporation validly existing and in good
standing under the laws of the state of its incorporation; has
full corporate and other power and authority under such laws
to own its properties and conduct its business as described in
the Prospectus; and is duly qualified to do business as a
foreign corporation in each other jurisdiction in which it
owns or leases properties or conducts it business so as to
require qualification and is in good standing in each


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such jurisdiction, except where failure to be so qualified
would not have a material adverse effect on the condition,
financial or otherwise, results of operations, affairs or
business prospects of the Company.


(c) The shares of common stock to be issued and sold by the
Company hereunder (the "Shares"), when issued and delivered
against payment therefor as provided herein, will be duly and
validly authorized and issued and fully paid and will conform
to the description thereof contained in the Prospectus.


(d) Except as disclosed in the Prospectus or information
incorporated therein by reference, there are no (i)
outstanding securities or obligations of the Company
convertible into or exchangeable for any capital stock of the
Company, (ii) warrants, rights or options to subscribe for or
purchase from the Company any such capital stock or any such
convertible or exchangeable securities or obligations (iii)
obligations of the Company to issue any such convertible or
exchangeable securities or obligations, or any such warrants,
rights or options.


(e) The Company has the full legal right, power and authority to
enter into and perform this Agreement and sell and deliver the
Shares as provided herein, and this Agreement has been duly
authorized by its Board of Directors and duly executed and
delivered on behalf of the Company.


(f) Other than filings with, and any necessary registrations,
qualifications or exemptions from the Commission and
applicable state securities and "blue sky" authorities, no
consent, approval, authorization or order, registration or
qualification of or with any court or governmental agency or
body is required for the issuance and sale of the Shares or
for the consummation of the other transactions contemplated by
this Agreement.


(g) Except as provided in Section 2, there are no contracts,
agreements or understanding between the Company and any person
which would give rise to a valid claim against the Company for
a brokerage commission, finder's fee or other like payment in
connection with the offering of the Shares, other than
compensation due and payable to Berthel Fisher.


(h) No action, suit or proceeding at law or in equity is pending
or, to the Company's knowledge, threatened to which the
Company is a party, and no proceedings are pending or, to the
Company's knowledge, threatened against or affecting the
Company before or by any governmental official, commission,


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board or other administrative agency, (other than in
connection with required regulatory approvals) wherein an
unfavorable decision, ruling or finding could have a material
adverse effect on the consummation of this Agreement or the
condition, financial or otherwise, results of operations,
affairs or business prospects of the Company.


(i) The Company has such permits, licenses, franchises, and
governmental and regulatory authorizations ("permits") as are
necessary to own its properties and conduct its business in
the manner described in the Prospectus, subject to such
qualifications as may be set forth in the Prospectus, and
except where the failure to have such permits would not have a
material adverse effect on the consummation of this Agreement
or the condition, financial or otherwise, results of
operations, affairs, or business prospects of the Company.


(j) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940.


(k) The Company agrees as follows:


(i) The Company will notify Berthel Fisher immediately,
and confirm such notice in writing, of the receipt of
any comments from any state securities commission or
regulatory authority that relate to the Prospectus or
any amendment thereto or requests by any state
securities commission or regulatory authority for
amendments to the Prospectus or amendments or
supplements to the Prospectus or for additional
information;


(ii) The Company will use the net proceeds from the sale
of the Shares received by it in the manner specified
in the Prospectus under the caption "Use of
Proceeds."


(iii) The Company will supply Berthel Fisher with such
number of Prospectuses as Berthel Fisher shall
reasonably request.


(iv) For three years from the date of this Agreement, the
Company will furnish to Berthel Fisher copies of all
reports and communications (financial or otherwise)
furnished by the Company to its stockholders, copies
of all reports or financial statements filed with the
regulatory


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agencies as soon as such are available, and such
other publicly available documents, reports and
information concerning the business and financial
condition of the Company as Berthel Fisher may
reasonably request.


(l) The Registration Statement, the Prospectus and all other
documents previously filed or filed after the date hereof with
the Commission conform and will conform with all of the
requirements of the Securities Act of 1933 (the "Act") in all
material respects.


(m) The Company has obtained a CUSIP number for its common stock
and the Company has used its reasonable best efforts to
qualify the Shares for offering in every state reasonably
designated by Berthel Fisher. The materials previously filed
or filed after the date hereof with any state do not and will
not contain any untrue statements of material fact nor are
there or will there be any omissions of material facts
required to be stated therein or that are necessary to make
the statements therein not misleading.


(n) With respect to the offer to sell, sale, offer to purchase or
purchase of any of its securities, the Company has not made
any intentional or reckless violations of the anti-fraud
provisions of the federal securities laws, rules or
regulations promulgated thereunder or the laws, rules or
regulations of any jurisdiction wherein such securities
transactions or solicitations occurred.


(o) During the period of the offering of the Shares and for one
year from the date the Commission declares the Registration
Statement to be effective ("Effective Date"), the Company will
not sell any securities (except any shares issued upon the
exercise of (i) warrants issued pursuant to the warrant
agreements with our organizers to purchase one share of common
stock at $10.00 per share for each share purchased in the
offering, (ii) options issued pursuant to the stock option
plan which the Company anticipates adopting for up to 15% of
its shares outstanding after the offering, or (iii) options or
warrants outstanding on the Effective Date) without Berthel
Fisher's prior written consent, which will not be unreasonably
withheld.


(p) Other than as disclosed in the Prospectus, the Company has no
subsidiaries nor contemplates acquiring subsidiaries or
engaging in mergers with or the acquisition of any companies.


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(q) The financial statements, together with related schedules and
notes, included in the Registration Statement and Prospectus
present fairly the financial condition of the Company and are
reported upon by independent public accountants according to
generally accepted accounting principles and as required by
the rules and regulations of the Commission.


(r) Except as disclosed in the Registration Statement and the
Prospectus, the Company does not have any contingent
liabilities, obligations, or claims nor has it received
threats of claims or regulatory action. Further, except as
disclosed in the Registration Statement and the Prospectus,
subsequent to the date information is given in the
Registration Statement and definitive Prospectus, and prior to
the close of the offering: (a) there shall not be any material
adverse change in the management or condition, financial or
otherwise, of the Company or in its business taken as a whole;
(b) there shall not have been any material transaction entered
into by the Company other than transactions in the ordinary
course of business; (c) the Company shall not have incurred
any material obligations, contingent or otherwise, which are
not disclosed in the Registration Statement and the
Prospectus; (d) there shall not have been nor will there be
any change in the capital or long term debt (except current
payments) of the Company; and (e) the Company has not and will
not have paid or declared any dividends or other distributions
on its common shares.


(s) The Company's securities, however characterized, are not
subject to preemptive rights.


(t) The Company is eligible to use Form SB-2 for the offering of
the Shares.


(u) The Company and its affiliates are not currently offering any
securities nor has the Company or its affiliates offered or
sold any securities except as described in the Registration
Statement.


(v) The Company will not file any amendment or supplement to the
Registration Statement, Prospectus, or exhibits if Berthel
Fisher and its counsel have not been previously furnished a
copy, or if Berthel Fisher or its counsel have objected in
writing to the filing of the amendment or supplement.


(w) The Company has filed all tax returns required to be filed and
is not in default in the payment of any taxes which have
become due pursuant to any law or any assessment.


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(x) The Company has marketable title to all properties including
intellectual properties described in the Registration
Statement or Prospectus as owned by it. The properties are
free and clear of all liens, charges, encumbrances, or
restrictions, however characterized, except as described in
the Registration Statement or Prospectus. All of the
contracts, leases, subleases, patents, copyrights, licenses
and agreements, however characterized, under which the Company
holds its properties as described in the Registration
Statement or Prospectus are in full force and effect. The
Company is not in default under any of the material terms or
provisions of any contracts, leases, subleases, patents,
copyrights, licenses or agreements under which the Company
holds its properties. There are no known claims against the
Company concerning the Company's rights under the leases,
subleases, patents, copyrights, licenses and agreements and
concerning its right to continued possession of its
properties.


(y) All original documents and other information relating to the
Company's affairs have and will continue to be made available
upon request to Berthel Fisher and to its counsel at Berthel
Fisher's office or at the office of Berthel Fisher's counsel
and copies of any such documents will be furnished upon
request to Berthel Fisher and to its counsel. Included within
the documents made available have been at least the Articles
of Incorporation and any Amendments, Minutes of all of the
meetings of the Incorporators, Directors and Shareholders, all
financial statements and copies of all contracts, leases,
patents, copyrights, licenses or agreements to which the
Company is a party or in which the Company has an interest.


(z) The Company has appointed ___________________ as the Company's
transfer agent. The Company will continue to retain a transfer
agent reasonably satisfactory to Berthel Fisher for so long as
the Company is subject to the reporting requirements under
Section 12(g) or Section 15(d) of the Securities Exchange Act
of 1934. The Company will make arrangements to have available
at the office of the transfer agent sufficient quantities of
the Company's common stock certificates as may be needed for
the quick and efficient transfer of the Shares.


(aa) The Company is not in material default under any of the
contracts, leases, licenses or agreements to which it is a
party. The proposed offering of the Shares will not cause the
Company to become in material default under any of its
contracts, leases, subleases, patents, copyrights, licenses or
agreements nor will it create a conflict between the Company
and any of the contracting parties to the contracts, leases
and other agreements. Further, the Company is not in material
default in the performance of the any obligation, agreement or


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condition contained in any debenture, note or other evidence
of indebtedness or any indenture or loan agreement of the
Company. The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated and
compliance with the terms of this Agreement will not conflict
with or result in a breach of any of the material terms,
conditions or provisions of, or constitute a material default
under, the Articles of Incorporation or Bylaws of the Company,
as amended, or any note, indenture, mortgage, deed of trust,
or other agreement or instrument to which the Company is a
party or by which it or any of its property is bound, or any
existing law, order, rule, regulation, writ, injunction, or
decree of any government, governmental instrumentality, agency
or body, arbitration tribunal or court, domestic or foreign,
having jurisdiction over the Company or its property. The
consent, approval, authorization, or order of any court or
governmental instrumentality, agency or body is not required
for the consummation of the transactions herein contemplated
except such as may be required under the Act, under the Blue
Sky or securities laws of any state or jurisdiction, or the
rules of the NASD, or except as has already been obtained, or
must be obtained, from the Company's, and its proposed
national bank subsidiary's, banking regulators


(bb) There are no contracts or other documents which are required
to be filed as exhibits to the Registration Statement by the
Act or its rules and regulations which have not been so filed.
Each contract to which the Company is a party has been duly
and validly executed, and is in full force and effect in all
material respects in accordance with its respective terms, and
no contracts have been assigned by the Company, except as
disclosed in the Registration Statement and Prospectus. The
Company knows of no present situation, condition or fact which
would prevent compliance with the terms of such contracts.
Except for amendments or modifications of contracts in the
ordinary course of business and except as disclosed in the
Registration Statement and Prospectus, the Company has no
intention of exercising any right which would cancel any of
its obligations under any contract, and has no knowledge that
any other party to any contract, in which the Company has an
interest, has any intention not to render full performance
under such contract.


(cc) Except as contemplated in accordance with Section 2, the
Company has not made any representation, whether oral or in
writing, to anyone, whether an existing shareholder or not,
that any of the Shares will be reserved for or directed to
them during the proposed public offering.


(dd) None of the executive officers or directors of the Company has
ever (i) been convicted of a criminal felony or misdemeanor,
other than a traffic violation; (ii) been sanctioned or
disciplined by any professional ...