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                                                                    EXHIBIT 10.2



                            UNITED STATES OF AMERICA
                                   BEFORE THE
                          OFFICE OF THRIFT SUPERVISION


-----------------------------
                             )
In the Matter of             )       Order No.:  CN 09-34
                             )
                             )
PARK VIEW FEDERAL            )       Effective Date:  October 19, 2009
SAVINGS BANK                 )
                             )
Solon, Ohio                  )
OTS Docket No. 01195         )
                             )
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                            ORDER TO CEASE AND DESIST
                            -------------------------


         WHEREAS, Park View Federal Savings Bank, Solon, Ohio, OTS Docket No.
01195 (Association), by and through its Board of Directors (Board), has executed
a Stipulation and Consent to Issuance of an Order to Cease and Desist
(Stipulation); and

         WHEREAS, the Association, by executing the Stipulation, has consented
and agreed to the issuance of this Order to Cease and Desist (Order) by the
Office of Thrift Supervision (OTS) pursuant to 12 U.S.C. ss. 1818(b); and

         WHEREAS, pursuant to delegated authority, the OTS Regional Director for
the Central Region (Regional Director) is authorized to issue Orders to Cease
and Desist where a savings association has consented to the issuance of an
order.

         NOW, THEREFORE, IT IS ORDERED THAT:

CEASE AND DESIST.

1.      The Association and its directors, officers, and employees shall cease
and desist from any action (alone or with others) for or toward, causing,
bringing about, participating in, counseling, or aiding and

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abetting all unsafe or unsound practices that resulted in the Association
operating with an excessive level of adversely classified assets; an inadequate
allowance for loan and lease losses (ALLL) for the volume, type, and quality of
loans held; and an inadequate level of capital protection for the volume, type,
and quality of assets held by the Association.

CAPITAL.
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2.       (a)  By December 31, 2009, the Association shall meet and maintain: (i)
         a Tier 1 (Core) Capital Ratio of at least eight percent (8%) and (ii) a
         Total Risk-Based Capital Ratio of at least twelve percent (12%) after
         the funding of an adequate ALLL.

         (b)  The requirement in Subparagraph (a) above to meet and maintain a
         specific capital level means that the Association may not be deemed to
         be "well-capitalized" for purposes of 12 U.S.C. ss. 1831o and 12 C.F.R.
         Part 565, pursuant to 12 C.F.R. ss. 565.4(b) (1) (iv).

3.       (a)  By October 31, 2009, the Board shall adopt and submit to the
         Regional Director for review and comment a written plan to achieve and
         maintain the Association's capital levels prescribed in Paragraph 2 of
         this Order (Capital Plan). The Capital Plan shall cover the period
         beginning with the quarter ending September 31, 2009 through the
         quarter ending December 31, 2011. At a minimum, the Capital Plan shall:

              (i)     address the requirements and restrictions imposed by this
                      Order;
              (ii)    detail capital enhancement strategies with specific
                      narrative goals, which shall result in new equity and a
                      capital infusion;
              (iii)   consider and address the amount of additional capital that
                      would be necessary to meet the capital requirements of
                      Paragraph 2 of this Order under different forward-looking

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                      scenarios involving progressively stressed economic
                      environments;

              (iv)    identify the specific sources of additional capital;

              (v)     detail timeframes by which the additional capital will be
                      raised and provide specific target month-end capital
                      levels; and

              (vi)    provide for alternative methods to strengthen capital,
                      should the primary sources identified under Paragraph 3(a)
                      (iv) of this Order not be available.

         (b)   Within thirty (30) days after receiving any written comments from
         the Regional Director, the Board shall revise and adopt the Capital
         Plan based on such comments. The Board shall ensure that the
         Association implements and adheres to the Capital Plan. A copy of the
         Capital Plan shall be provided to the Regional Director within five (5)
         days after the Board meeting.

         (c)   Once the Capital Plan is implemented, the Association shall
         operatewithin the parameters of its Capital Plan. Any proposed material
         deviations from or changes to the Capital Plan must be submitted for
         the prior, written non-objection of the Regional Director. Requests for
         any material deviations or changes must be submitted at least sixty
         (60) days before a proposed change is implemented.

         (d)   The Association shall notify the Regional Director regarding any
         material event affecting or that may affect the capital or capital
         projections of the Association within five (5) days after such event.

4.       (a)   On a monthly basis, beginning with the month ending December 31,
         2009, the Board shall review by the last day of each month, a written
         report that compares projected operating results contained within the
         Capital Plan to actual results for the previous month (Capital Plan

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         Variance Report). The Board's review of the Capital Plan Variance
         Report and assessment of the Association's compliance with the Capital
         Plan shall be fully documented in the appropriate Board meeting
         minutes.

         (b)   On a monthly basis, beginning with December 31, 2009, the
         Board shall provide to the Regional Director, by the 30th day of each
         succeeding month, a copy of the Capital Plan Variance Report.

5.       Within fifteen (15) days after: (a) the Association fails to meet the
capital requirements prescribed in Paragraph 2 beginning December 31, 2009; (b)
the Association fails to comply with the Capital Plan prescribed in Paragraph 3;
or (c) any written request from the Regional Director, the Board shall prepare
and submit a written Contingency Plan that is acceptable to the Regional
Director. The Contingency Plan shall detail the actions to be taken, with
specific time frames, to achieve one of the following results by the later of
the date of receipt of all required regulatory approvals or sixty (60) days
after the implementation of the Contingency Plan: (i) merger with, or
acquisition by another federally insured depository institution or holding
company thereof; or (ii) voluntary liquidation by filing an appropriate
application with OTS in conformity with federal laws and regulations.

6.      Upon receipt of written notification from the Regional Director, the
Association shall implement the Contingency Plan immediately. The Board shall
provide the Regional Director with written status reports detailing the
Association's progress in implementing the Contingency Plan by no later than the
1st and 15th of each calendar month following implementation of the Contingency
Plan (Contingency Status Reports).

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LIQUIDITY.
----------

7.      (a)     Within sixty (60) days, the Board shall adopt revisions to the
        Association's Liquidity Policy, which, at a minimum, shall include:

                (i)     separate ratios and target limits for on-balance sheet
                        liquid assets;

                (ii)    an increase in the Association's minimum liquidity
                        ratio;

                (iii)   management of liquidity in accordance with OTS Thrift
                        Bulletin 77 and OTS Examination Handbook ss. 530;


                (iv)    periodic stress testing of the availability of all
                        funding sources under specific scenarios and various
                        market conditions;

                (v)     compliance with Paragraph 16 of this Order regarding the
                        restrictions on brokered deposits, including, but not
                        limited to the monitoring of interest rates paid on
                        deposits for compliance with 12 C.F.R. ss. 337.6; and

                (vi)    Board oversight of the Association's liquidity needs and
                        available sources of liquidity, including a requirement
                        that the Regional Director be notified immediately of
                        any event that would limit the Association's funding
                        sources or available liquidityamounts.

        (b)     The Association shall provide a copy of the Liquidity Policy to
        the Regional Director within five (5) days of Board approval.

ASSET QUALITY.
-------------

8.      (a)     Within forty-five (45) days, the Board shall adopt a schedule of
        quarterly reduction targets which: (i) reduces the level of adversely
        classified assets at the Association to no more than 50% of core capital
        plus ALLL by December 31, 2010; and (ii) reduces the level of adversely

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        classified assets and assets designated as special mention at the
        Association (Criticized Assets) to no more than sixty-five percent (65%)
        of core capital plus ALLL by December 31, 2010. The Board shall send a
        copy of the reduction targets implemented by the Board to the Regional
        Director within seven (7) days of Board approval.

        (b)     On a quarterly basis, beginning with the quarter ending December
        31, 2009, the Board shall review a written report comparing the
        projected reduction targets to actual results (Problem Assets Variance
        Report). If the Board determines that a material deviation exists
        between a quarterly reduction target and actual results, it shall
        approve a Board resolution directing specific remediation steps to
        achieve compliance with the reduction targets by the following quarter.
        The Board's review of the quarterly Problem Assets Variance Report shall
        be fully documented in the Board minutes. (c) Within sixty (60) days of
        the close of each quarter, the Board shall provide the Regional Director
        with a copy of the Problem Assets Variance Report.


9.      Withinthirty (30) days, the Board shall revise the Association's ALLL

methodologies and policies taking into account the methodology revisions
contained in the Matters Requiring Board Attention section of the OTS Report of
Examination dated May 4, 2009.

BUSINESS PLAN.
-------------

10.     (a)     Within sixty (60) days, the Board shall adopt and submit to the
        Regional Director for review and comment a comprehensive business plan
        for the period beginning with the quarter ending September 30, 2009
        through the quarter ending December 31, 2011 (Business Plan). At a
        minimum, the Business Plan shall include the requirements contained
        within this Order and shall include:

                (i)     well supported and realistic strategies to achieve
                        consistent profitability by September 30, 2010;

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                (ii)    the maintenance of capital levels required by Paragraph
                        2 of this Order;

                (iii)   the Liquidity Policy revisions provided for in Paragraph
                        7 of this Order;

                (iv)    strategies to stress-test and adjust earnings forecasts
                        based on continuing operating results, economic
                        conditions and credit quality of the loan portfolio; and

                (vi)    quarterly pro forma balance
                        sheets and income statements for the period beginning
                        with the quarter ending September 30, 2009 through the
                        quarter ending December 31, 2011.

        (b)     The Business Plan shall include all assumptions used in the pro
        formas, such as: (i) the assumed interest rate scenarios; (ii)
        assumptions used for noninterest income and noninterest expense; (iii)
        assumptions used to determine the ALLL; (iv) assumptions for loan
        origination rates, using recent experience and taking into consideration
        current national and regional economic conditions; and (v) assumptions
        supporting the cost of funds projections.

        (c)     Within thirty (30) days after receiving the Regional Director's
        written comments, the Board shall revise and adopt the Business Plan
        based on such comments. Thereafter, the Association shall implement and
        comply with the Business Plan. Within five (5) days of Board approval of
        the Business Plan, the Association shall provide a copy of the adopted
        Business Plan to the Regional Director.

        (d)     Once the Business Plan is implemented, the Association shall
        operate within the parameters of its Business Plan. Any proposed
        material deviations from or changes to the Business Plan must be
        submitted for the prior, written non-objection of the Regional Director.
        Requests for

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        any material deviations or changes must be submitted at least sixty (60)
        days before a proposed change is implemented.

        (e)     The Association shall notify the Regional Director regarding any
        material event affecting or that may affect the balance sheet, capital,
        or the cash flow of the Association within five (5) business days after
        such event.

11.     (a)     On a quarterly basis, beginning with the quarter ending December
        31, 2009, the Association shall prepare and submit to the Board a report
        that compares projected operating results contained within the Business
        Plan to actual results (Business Plan Variance Report). The Board shall
        review each Business Plan Variance Report and address external and
        internal risks that may affect the Association's ability to successfully
        implement the Business Plan. This review shall include, but not be
        limited to, adverse scenarios relating to asset or liability mixes,
        interest rates, staffing levels and expertise, operating expenses,
        marketing costs, and economic conditions in the markets in which the
        Association is operating. The Board shall discuss and approve corrective
        actions, if needed, to ensure the Association's adherence to its
        Business Plan. The Board's review of the Business Plan Variance Report
        and assessment of the Association's compliance with the Business Plan
        shall be fully documented in the appropriate Board meeting minutes.

        (b)     Within sixty (60) days after the close of each quarter beginning
        with the quarter ending December 31, 2009, the Board shall provide the
        Regional Director with a copy of each Business Plan Variance Report.

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COMPLIANCE COMMITTEE AND PROGRESS REPORTS.
-----------------------------------------

12.     Within thirty (30) days, the Board shall appoint a committee of three
(3) or more directors to monitor and coordinate the Association's compliance
with the Order (Compliance Committee). The Compliance Committee may be an
existing Board Committee that meets the criteria of this provision. The
Committee shall be comprised of independent(1) directors.

13.     Within forty-five (45) days of the end of each quarter, beginning with
the quarter ending December 31, 2009, the Compliance Committee shall provide a
written progress report to the Board, describing the actions taken by the
Association to comply with each provision of this Order and the results of those
actions. The Board's consideration of the Compliance Committee's progress report
for the period, including comments and questions concerning the progress report
and additional actions taken or directed by the Board, shall be reflected in the
minutes of the Board's meetings.

14.     Within sixty (60) days of the end of each quarter beginning with the
quarter ending December 31, 2009, a copy of the progress report for the period
with any revisions or comments by the Board shall be provided to the Regional
Director.

GROWTH.
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15.     Effective immediately, the Association is subject to and shall comply
with the requirements and provisions of OTS Regulatory Bulletin 3b. Without the
prior written approval of the Regional Director, the Association shall not
increase its total assets during any quarter beginning with the quarter ending
December 31, 2009 in excess of an amount equal to net interest credited on

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(1) For this purpose the term "independent" means that the director is not: (1)
a current or former officer or employee of the Association or of an affiliate or
service provider of the Association; (2) a member of the immediate family
(defined in 12 C.F.R. ss. 561.24) of a director, officer or employee of the
Association or its affiliates; (3) a controlling person of the Association as
defined in 12 C.F.R. ss. 561.14; (4) a borrower or obligor on any outstanding
extension of credit from the Association except for loans secured by a lien on
the borrower's primary residence, and (5) and has not served as a consultant,
advisor, underwriter, or legal counsel to the Association or its affiliates.

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deposit liabilities during the quarter. The growth restrictions imposed by this
Paragraph shall remain in effect until the Regional Director reviews and
approves the Association's Business Plan as required under Paragraph 10 of this
Order. Any growth in assets, including any growth proposed in the Business Plan,
should consider:

        (a)     the source, volatility and use of the funds that support asset
                growth;

        (b)     any increase in credit risk or interest rate risk as a result
                of growth; and

        (c)     the effect of such growth on the Association's capital.


BROKERED DEPOSITS AND INTEREST RATE RESTRICTION.
-----------------------------------------------

16.     Effective immediately, the Association shall comply with the
requirements of 12 C.F.R. ss. 337.6(b) and shall not, without obtaining the
prior written waiver of the Federal Deposit Insurance Corporation (FDIC)
pursuant to 12 C.F.R. ss. 337.6(c): (a) accept, renew or roll over any brokered
deposit, as that term is defined at 12 C.F.R. ss. 337.6(a)(2); or (b) act as a
deposit broker, as that term is defined at 12 C.F.R. ss. 337.6(a)(5).

DIVIDENDS.
---------

17.     Effective immediately, the Board shall not declare or pay dividends or
make any other capital distributions, as that term is defined in 12 C.F.R. ss.
563.141, without receiving the prior written approval of the Regional Director.
The Association's written request for written approval should be submitted to
the Regional Director at least sixty (60) days prior to the anticipated date of
the proposed dividend or distribution of capital.


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SEVERANCE AND INDEMNIFICATION PAYMENTS.
--------------------------------------

18.     Effective immediately, the Association shall not make any golden
parachute payment(2) or any prohibited indemnification payment(3) unless, with
respect to each such payment, the Association has complied with the requirements
of 12 C.F.R. Part 359 and, as to indemnification payments, 12 C.F.R. ss.
545.121.

DIRECTORATE AND MANAGEMENT CHANGES.
----------------------------------

19.     Effective immediately, the Association shall comply with the prior
notification requirements for changes in directors and Senior Executive
Officers(4) set forth in 12 C.F.R. Part 563, Subpart H.

EMPLOYMENT CONTRACTS AND COMPENSATION ARRANGEMENTS.
--------------------------------------------------

20.     (a)    Effective immediately, the Association shall not enter into,
        renew, extend, or revise any contractual arrangement relating to
        compensation or benefits for any Senior Executive Officer or director of
        the Association, unless it first provides the Regional Director with not
        less than thirty (30) days prior written notice of the proposed
        transaction. The notice to the Regional Director shall include a copy of
        the proposed employment contract or compensation arrangement or a
        detailed, written description of the compensation arrangement to be
        offered to such officer or director, including all benefits and
        perquisites. The Board shall ensure that any contract, agreement, or
        arrangement submitted to the Regional Director fully complies with the
        requirements of 12 C.F.R. Part 359, 12 C.F.R. ss.ss. 563.39 and
        563.161(b), and 12 C.F.R. Part 570 - Appendix A.

-----------------
(2) The term "golden parachute payment" is defined at 12 CFR ss. 359.1(f).
(3) The term "prohibited indemnification payment" is defined at 12 CFR ss. 359.1
    (l).
(4) The term "Senior Executive Officer" is defined at 12 C.F.R. ss. 563.555.


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        (b)     Effective immediately, the Association shall not increase any
        salaries, bonuses, or director's fees or make any other similar
        payments, directly or indirectly, to the Association's directors or
        Senior Executive Officers without prior written non-objection from the
        Regional Director.

THIRD PARTY CONTRACTS.
---------------------

21.     Effective immediately, the Association shall not enter into any
arrangement or contract with a third party service provider that is significant
to the overall operation or financial condition of the Association(5) or outside
the Association's normal course of business unless, with respect to each such
contract, the Association has: (a) provided the Regional Director with a minimum
of thirty (30) days prior written notice of such arrangement or contract; (b)
determined that the arrangement or contract complies with the standards and
guidelines set forth in OTS Thrift Bulletin 82a; and (c) received written notice
of non-objection from the Regional Director.

TRANSACTIONS WITH AFFILIATES.
----------------------------

22.     Effective immediately, the Association shall not engage in any
transaction with an affiliate unless, with respect to each such transaction, the
Association has complied with the notice requirements set forth in 12 C.F.R. ss.
563.41(c)(4), which shall include the information set forth in 12 C.F.R. ss.
563.41(c)(3). The Board shall ensure that all transactions with an affiliate for
which a notice is submitted pursuant to this Paragraph of the Order shall comply
with the requirements of 12 C.F.R. ss. 563.41 and 12 C.F.R. Part 223.

EFFECTIVE DATE, INCORPORATION OF STIPULATION.
--------------------------------------------

23.     This Order is effective on the Effective Date as shown on the first
page. The Stipulation is made a part hereof and is incorporated herein by this
reference.

-----------------------
(5) A contract will be considered significant to the overall operation or
financial condition of the Association where the annual contract amount equals
or exceeds two percent (2%) of the Association's total capital.

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DURATION.
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24.     This Order shall remain in effect until terminated, modified, or
suspended, by written notice of such action by the OTS, acting by and through
its authorized representatives.

TIME CALCULATIONS.
-----------------

25.     Calculation of time limitations for compliance with the terms of this
Order run from the Effective Date and shall be based on calendar days, unless
otherwise noted.

26.     The Regional Director may extend any of the deadlines set forth in the
provisions of this Order upon written request by the Association that includes
reasons in support for any such extension. Any OTS extension shall be made in
writing.

SUBMISSIONS AND NOTICES.
-----------------------

27.     All submissions, including any reports, to the OTS that are required by
or contemplated by this Order shall be submitted within the specified
timeframes.

28.     Except as otherwise provided herein, all submissions, requests,
communications, consents, or other documents relating to this Order shall be in
writing and sent by first class U.S. mail (or by reputable overnight carrier,
electronic facsimile transmission, or hand delivery by messenger) addressed as
follows:
         (a)      TO THE OTS:
                  Regional Director
                  Office of Thrift Supervision
                  One South Wacker Drive, Suite 2000
                  Chicago, Illinois 60606
                  Facsimile: (312) 917-5001

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         (b)      TO THE ASSOCIATION:

                  Chairman of the Board
                  Park View Federal Savings Bank
                  30000 Aurora Road
                  Solon, Ohio 44139-2728
                  Facsimile: (440) 914-3916



NO VIOLATIONS AUTHORIZED.
------------------------

29.     Nothing in this Order or the Stipulation shall be construed as allowing
the Association, its Board, officers, or employees to violate any law, rule, or
regulation.


IT IS SO ORDERED.




                                        OFFICE OF THRIFT SUPERVISION



                                        By: /s/ Daniel T. McKee
                                            ------------------------------------
                                            Daniel T. McKee
                                            Regional Director, Central Region

                                            Date: See Effective Date on page 1

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